SQLI - RCS de Bobigny 353 861 909 268, avenue du Président Wilson

Transcription

SQLI - RCS de Bobigny 353 861 909
268, avenue du Président Wilson - 93210 La Plaine Saint-Denis
Tél : 01 55 93 26 00 - Fax : 01 55 93 26 01
This reference document was submitted to the Financial Markets Authority on 07 July 2010, pursuant
to article 212-3 of the FMA General Rules and Regulations. It may be used in support of a financial
transaction only if it is supplemented by an operation note approved by the Financial Markets
Authority. The document has been signed by the issuer and commits the signatories.
Copies of the present document can be found free of charge:
At SQLI headquarters;
On the company website (www.sqli.com);
On the Financial Markets Authority website (www.amf-france.org).
Pursuant to article 28 of the EU Regulation CE N°809/2004 of the European Commission, the
following information is included in this reference document:
The consolidated accounts and the related reports of the statutory auditors for years ending on 31
December 2008 and 31 December 2007, both included on pages 149 to 187 and 190-191 in the
reference document under number D. 09-0575 submitted to the FMA on 10 July 2009 and on pages 66
to 99 and 129-130 in the reference document under number D.08-0296 submitted to the FMA on 25
April 2008 (the updated version was submitted to the FMA on 3 June 2008 under number D.08-0296A01) are attached to the present document.
The social accounts and the related reports of the statutory auditors for years ending on 31 December
2008 and 31 December 2007, both included in pages 118 to 148 and 188-189 in the reference
document under number D.09-0575 submitted to the FMA on 10 July 2009 and on pages 101 to 128
and 131-132 in the reference document under number D.08-0296 submitted to the FMA on 25 April
2008 (the updated version was submitted to the FMA on 3 June 2008 under number D.08-0296-A01)
are attached to the present document.
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Table of Contents
CHAPTER 1. PERSON IN CHARGE .................................................................................................................... 9 1.1. NAMING OF THE PERSON IN CHARGE ................................................................................................ 9 1.2 ATTESTATION OF THE PERSON IN CHARGE .................................................................................... 9 CHAPITRE 2. STATUTORY AUDITORS ......................................................................................................... 10 2.1. NAMING OF THE STATUTORY AUDITORS ....................................................................................... 10 2.1.1. Incumbent statutory auditors .............................................................................................................. 10 2.1.2. Auxiliary statutory auditors ................................................................................................................ 11 2.2. STATUTORY AUDITORS HAVING RESIGNED, HAVING BEEN DISMISSED OR REMOVED ..... 11 2.3 FEES OF THE STATUTORY AUDITORS AND THEIR NETWORK MEMBERS .................................................. 12 CHAPITRE 3. SELECTED FINANCIAL DATA ................................................................................................ 13 3.1. SUMMARY OF FINANCIAL DATA ....................................................................................................... 13 3.2. INTERMEDIATE PERIODS FINANCIAL DATA .................................................................................................. 14 3.3. SQLI ON THE STOCKMARKET...................................................................................................................... 15 3.3.1. Main statistical figures for 2009 ......................................................................................................... 15 3.3.2. Price trends in 2008 ............................................................................................................................ 15 CHAPITRE 4. RISK FACTORS .......................................................................................................................... 17 4.1. BUSINESS-RELATED RISKS .......................................................................................................................... 17 4.1.1. Customers-related risks ...................................................................................................................... 17 4.1.2. Competition-related risks ................................................................................................................... 17 4.1.3. Recruitment-related risks ................................................................................................................... 18 4.1.4. Key persons-related risks ................................................................................................................... 18 4.1.5. technology-related risks ..................................................................................................................... 19 4.1.6. External growth policy-related risks................................................................................................... 20 4.1.7 Suppliers-related risks ......................................................................................................................... 21 4.2. FINANCIAL RISKS .................................................................................................................................. 22 4.2.1 Liquidity risks – Financing of the working capital requirement .......................................................... 22 4.2.1. Rate-related risks ................................................................................................................................ 25 4.2.2. Exchange risks .................................................................................................................................... 27 4.2.3. Shares-related risks ............................................................................................................................. 27 4.2.4. The group’s commitments-related risks – Outside balance sheet ....................................................... 28 4.3. LEGAL, REGULATORY AND TAX-RELATED RISKS ......................................................................................... 29 4.3.1. Legal risks .......................................................................................................................................... 29 4.3.2. Environment-related risks – Impact of business on environment ....................................................... 29 4.3.3. Current conflicts ................................................................................................................................. 29 4.3.4. Insurance-related risks ........................................................................................................................ 30 4.3.5. Dépendence upon patents and licences .............................................................................................. 31 4.3.6. Government action, economics, budget, currency and policy-related risks ....................................... 31 4.4. RISKS REVIEW – LIST OF RELEVANT RISKS .................................................................................................. 31 CHAPTER 5. INFORMATIONS ABOUT THE ISSUER ................................................................................... 32 5.1 HISTORY AND EVOLUTION OF THE COMPANY ....................................................................................... 32 5.1.1 Corporate name and trade name (article 2 of the statutes updated on 07 december 2009) ............. 32 5.1.2 Location and registration number .................................................................................................... 32 5.1.3 Date of incorporation and duration (article 5 of the statutes updated on 07 december 2009) ......... 32 5.1.4 Other information related to SQLI .................................................................................................. 32 CHAPITRE 1
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Financial year (article 5 of the Company’s statutes updated on 16 June 2009)............................................ 32 5.1.5 Major events in the development of the company’s activities ............................................................. 33 5.2 INVESTMENTS ....................................................................................................................................... 36 5.2.1 Main investments made during the year .......................................................................................... 36 5.2.2 Main current investments and financing strategy ............................................................................ 37 5.2.3 Investment strategy and firm commitments .................................................................................... 37 CHAPTER 6 GENERAL SURVEY OF THE COMPANY ACTIVITIES ..................................................... 38 6.1 MAIN ACTIVITIES ....................................................................................................................................... 38 6.1.1 SQLI offer ........................................................................................................................................... 38 6.1.2 Industrialization of services ................................................................................................................. 50 6.1.3 New products and services ............................................................................................................. 51 6.2 MAIN MARKETS ............................................................................................................................... 52 6.3 EXCEPTIONAL EVENTS THAT INFLUENCED THE COMPANY BUSINESS .................................... 55 6.4 SQLI DEPENDENCE .............................................................................................................................. 55 6.4.1 Upon patents, licences and other ..................................................................................................... 55 6.4.2 Upon industrial and commercial contracts ...................................................................................... 55 6.5 THE COMPANY COMPETITIVE ENVIRONMENT ........................................................................................ 56 6.5.1 Perspectives, strategy and group projects ........................................................................................ 58 7 ORGANIZATION CHART ......................................................................................................................... 59 7.1 THE GROUP’S PERIMETER ...................................................................................................................... 59 7.1.1 Movements of perimeter ................................................................................................................. 60 7.1.2 SQLI organization chart .................................................................................................................. 61 7.2 MAIN SUBSIDIARIES .............................................................................................................................. 62 8 REAL ESTATE OWNERSHIP, PREMISES AND EQUIPEMENT........................................................... 63 8.1 TANGIBLE ASSETS AND REAL ESTATE FOR RENT ................................................................................... 63 8.1.1 tangible fixed assets ........................................................................................................................ 63 8.1.2 premises for rent .............................................................................................................................. 63 8.2 INFLUENCE OF THE ENVIRONMENT ON SQLI USE OF TANGIBLE ASSETS .................................... 64 9 ANALYSIS OF FINANCIAL SITUATION AND EARNINGS ................................................................. 65 9.1 SQLI’S FINANCIAL SITUATION ..................................................................................................................... 65 9.2 CONSOLIDATED OPERATING RESULT ..................................................................................................... 67 9.2.1 Evolution of the consolidated operating result ................................................................................ 67 9.2.2 Main factors having an influence on the operating result ............................................................... 70 9.2.3 Main changes in the net turnover ant net consolidated products ..................................................... 70 9.2.4 Governement action, economics, budget, currency and policy-related risks .................................. 70 10 FUNDS AND CAPITAL ............................................................................................................................. 71 10.1 CONSOLIDATED OWN EQUITY ............................................................................................................... 71 10.2 SOURCE AND TOTAL AMOUNT OF CONSOLIDATED CASH FLOW ............................................................. 73 10.2.1 Consolidated operating cash flow ............................................................................................... 74 10.2.2 Consolidated investment cash flow ............................................................................................. 75 10.2.3 Consolidated financing cash flow ............................................................................................... 75 10.3 LOAN CONDITIONS AND FINANCING STRUCTURE ................................................................................... 76 10.3.1 Consolidated debt at 31 décember 2009 ..................................................................................... 76 10.3.2 Debt maturity .............................................................................................................................. 77 10.3.3 Net financial debt ........................................................................................................................ 77 10.4 POSSIBLE RESTRICTIONS ON THE USE OF CAPITAL ................................................................................ 78 CHAPITRE 2
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10.5 EXPECTED SOURCES OF FUNDING NEEDED TO MEET THE COMMITMENTS .................... 79 CHAPTER 11 RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ......................................... 80 11.1 TRADEMARKS, DOMAIN NAMES, COPYRIGHT, INTELLECTUAL PROPERTY ......................................... 80 11.2 ACTIVITY RELATED TO RESEARCH AND DEVELOPMENT ............................................................................. 80 CHAPTER 12 INFORMATION ABOUT THE TRENDS ................................................................................. 81 12.1 TRENDS THAT AFFECTED THE ISSUER’S ACTIVITY SINCE LAST YEAR END ................................................. 81 12.2 ELEMENTS THAT MAY AFFECT THE ISSUER’S PERSPECTIVES ...................................................................... 81 CHAPTER 13 PROFIT FORECAST AND ESTIMATE ................................................................................... 82 CHAPTER 14 MANAGERIAL, GOVERNING AND SUPERVISORY ORGANS ......................................... 83 14.1 GENERAL INFORMATION ............................................................................................................................ 83 14.1.1 head managers ................................................................................................................................... 83 14.1.2 Members of the executive board ....................................................................................................... 83 14.1.3 Executive officers profile .................................................................................................................. 87 14.1.4 Head managers profile ....................................................................................................................... 89 14.2 CONFLICTS OF INTEREST IN THE EXECUTIVE, GOVERNING AND SUPERVISORY ORGANS ............................. 89 CHAPTER 15 REMUNERATION AND BENEFITS ....................................................................................... 90 15.1 COMPENSATIONS AND BENEFITS IN KIND OF THE EXECUTIVE OFFICERS DURING THE PREVIOUS YEAR ........ 90 15.1.1 Remuneration .................................................................................................................................... 90 15.1.2 Rémunération of executive managers ......................................................................................... 93 15.1.3 Share and subscription options and result action ........................................................................ 95 15.1.4 Complementary elements ............................................................................................................ 96 15.2 FUNDS ESTIMATED OR RECORDED BY SQLI THAT WERE ALLOCATED TO THE EXECUTIVE OFFCIERS FOR
PENSION AND OTHER BENEFITS .......................................................................................................................... 98 CHAPTER 16 ORGANIZATION OF EXECUTIVE AND SUPERVISORY ORGANS .................................. 99 16.1 GOVERNING AND EXECUTIVE BOARDS ....................................................................................................... 99 16.1.1 The company governance .................................................................................................................. 99 16.1.2 The company management .............................................................................................................. 100 16.1.3 Information on the Executive Board formation ............................................................................... 101 16.2 INFORMATION ON THE SERVICE CONTRACTS ............................................................................................ 104 16.3 INFORMATION ON COMMITTEES ............................................................................................................... 104 16.4 STATEMENT OF COMPLIANCE WITH THE FRENCH CORPORATE GOVERNANCE SYSTEM 105 16.5 REPORT ON INTERNAL CONTROL AND CORPORATE GOVERNANCE ............................................................ 106 16.5.1 Chairman’s report on the executive board functioning and the internal control procedures ........... 106 16.5.2 Auditors report in compliance with article l.225-235 of the French commercial code about the report
made by the Chairman of the Executive Board .......................................................................................... 120 CHAPTER 17 EMPLOYEES ........................................................................................................................... 122 17.1 STAFF ..................................................................................................................................................... 122 17.2 PARTICIPATIONS OF EXECUTIVE OFFICERS IN STOCK OPTION ................................................................... 122 17.2.1 Participation at 31 december 2009 .................................................................................................. 122 17.2.2 Free shares allocated to Executive officers and managers .............................................................. 123 17.2.3 Stock options and stock purchase warrants granted to the company executive officers and managers
.................................................................................................................................................................... 124 17.3 PARTICIPATION OF EMPLOYEES IN THE COMPANY CAPITAL ................................................. 125 17.3.1 Free shares ....................................................................................................................................... 125 17.3.2 Stock Options and Stock purchase warrants .................................................................................... 129 CHAPITRE 1
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CHAPTER 18 MAIN SHAREHOLDERS ....................................................................................................... 133 18.1 BREAKDOWN OF CAPITAL ......................................................................................................................... 133 18.1.1 Shareholders on 31 December 2009 ................................................................................................ 133 18.1.2 Statements on crossing of thresholds during last three years .......................................................... 135 18.2 MAIN SHAREHOLDERS VOTING RIGHTS .................................................................................................... 137 18.3 OWNERSHIP AND CONTROL OF THE COMPANY .......................................................................................... 137 18.4 AGREEMENTS THAT MAY BRING A CHANGE IN THE COMPANY’S MANAGEMENT ....................................... 138 18.4.1 Shareholders agreements and other ................................................................................................. 138 CHAPTER 19 OPERATIONS WITH RELATED FIRMS .............................................................................. 139 19.1 INTRA-GROUP AGREEMENTS .................................................................................................................... 139 19.2 STATUTORY AUDITORS REPORT ON REGULATED AGREEMENTS ............................................................... 140 CHAPTER 20 FINANCIAL INFORMATION ABOUT THE ISSUER’S NET WORTH FINANCIAL
SITUATION AND RESULTS ........................................................................................................................... 144 20.1 HISTORICAL FINANCIAL STATEMENT – BALANCE SHEET AND SOCIAL ACCOUNTS .................................... 144 20.1.1 Balance sheet ................................................................................................................................... 144 20.1.2 Social accounts ................................................................................................................................ 145 20.1.3 Financing Chart ............................................................................................................................... 146 20.1.4 Accounting procedures and criteria, appendix and explanations ..................................................... 147 20.1.5 SQLI result over the last five years ................................................................................................. 174 20.2 PROFORMA FINANCIAL DATA ................................................................................................................... 175 20.3 CONSOLIDATED FINANCIAL STATEMENT .................................................................................................. 176 20.3.1 Consolidated balance sheet.............................................................................................................. 176 20.3.2 Consolidated annual accounts ......................................................................................................... 177 20.3.3 Variation of consolidated shareholders equity ................................................................................ 178 20.3.4 Variation of cash flow ..................................................................................................................... 179 20.3.5 Accounting procedures and criteria, appendix and explanations ..................................................... 180 20.4 ASSESSMENT OF ANNUAL HISTORICAL FINANCIAL DATA ................................................ 208 20.4.1 Social accounts ......................................................................................................................... 208 20.4.2 Consolidated accounts .............................................................................................................. 211 20.5 LATEST FINANCIAL DATA................................................................................................................ 214 20.6 INTERMEDIARY FINANCIAL DATA AND OTHERS ...................................................................... 214 20.7 POLICY OF DIVIDENDS PAYMENT .............................................................................................................. 214 20.8 JUDICIAL AND ARBITRATION PROCEDURES ............................................................................... 214 20.9 SIGNIFICANT CHANGE OF THE FINANCIAL OR COMMERCIAL POSITION ............................. 214 CHAPTER 21 FURTHER INFORMATION ................................................................................................... 215 21.1 SHARE CAPITAL ............................................................................................................................ 215 21.1.1 Amount of share capital (Article 6 of statutes updated on 07 December 2009) .............................. 215 21.1.2 Unrepresentative securities ....................................................................................................... 215 21.1.3 Holding and buyback programs ................................................................................................ 215 21.1.4 Liquidity tools ................................................................................................................................. 221 21.1.5 Rules for purchase and obligation rights aimed at increasing the company’s capital ..................... 224 21.1.6 Capital subjected to options, or conditional or unconditional agreements preparing for options .... 227 21.1.7 Evolution of share capital during the year ....................................................................................... 227 21.2 DEED OF FOUNDATION AND STATUTES .................................................................................................... 232 21.2.1 Social purpose of SQLI (article 3 of statutes updated on 07 December 2009) ............................... 232 21.2.2 Measures related to the Governing, Executive and Supervisory Boards ......................................... 232 21.2.3 Rights, privileges and restrictions tied to the company’s shares ..................................................... 247 21.2.4 Procedures needed to alter the shareholders rights .......................................................................... 248 CHAPITRE 2
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21.2.5 Convening, Access and Holding of the General Assembly Meetings ............................................. 252 21.2.6 Conditions that can delay, postpone or prevent a change of control ............................................... 253 21.2.7 Calculation of the minimum attendance for compulsory announced participation ......................... 253 21.2.8 Conditions defining changes in capital ............................................................................................ 253 CHAPTER 22 MAJOR CONTRACTS ............................................................................................................ 256 CHAPTER 23 INFORMATION COMING FROM OUTSIDERS, EXPERT STATEMENTS OR INTEREST
STATEMENTS 257 CHAPTER 24 DOCUMENTS OPEN TO PUBLIC INSPECTION ................................................................. 258 24.1 FINANCIAL SCHEDULE ................................................................................................................ 258 24.2 PUBLICATION OF THE PAST YEAR ............................................................................................................ 259 CHAPTER 25 INFORMATIONS ON PARTICIPATIONS ............................................................................ 262 ANNEXE 1. INDEX DES TABLEAUX, GRAPHIQUES, ET AUTRES TABLES DU DOCUMENT DE
REFERENCE ...................................................................................................................................................... 263 APPENDIX 2 TABLE OF CONCORDANCE ................................................................................................ 266 CHAPITRE 1
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CHAPTER 1. PERSON IN CHARGE
1.1. NAMING OF THE PERSON IN CHARGE
Monsieur Yahya El Mir, CEO and Chairman of the Executive Board, is the person in charge of the
present reference document
Monsieur Yahya El Mir
SQLI
268, avenue du Président Wilson
93210 La Plaine Saint-Denis
Tél: 01 55 93 26 00
Fax: 01 55 93 26 01
1.2
ATTESTATION OF THE PERSON IN CHARGE
“After having taken all reasonable measure to this end, I attest that the pieces of information presented
in this reference document fairly reflect the current situation and I certify that no information likely to
have a material impact on the interpretation of this document has been omitted.
I attest that, to my knowledge, the accounts are drawn up in compliance with the applicable
accountancy standards and reflect faithfully the capital, the financial situation and the result of the
company and its consolidated firms. The management report presented page 156 includes a table
showing the evolution of the activities, the results and the financial situation for both the company and
its consolidated firms, as well as a description of the main risks and uncertainties they have to face.
The report on consolidated accounts for year ended on 3 December 2009, which appears at paragraph
20.4.2 of 2009 Reference document is a certification without any reserve. The statutory auditors report
on consolidated accounts for year ended on 31 December 2009 which appears at paragraph 20.4.1 of
2009 Reference document does not include any reserve or comment.
The statutory auditors gave me a notice of completion of work that guarantees both the audit of the
financial situation and the accounts presented in this reference document, and the reading of this very
document.”
La Plaine Saint-Denis, le 07 juin 2010.
Monsieur Yahya El Mir.
CEO and Chairman of the Executive Board.
CHAPITRE 2
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CHAPITRE 2. STATUTORY AUDITORS
2.1. NAMING OF THE STATUTORY AUDITORS
2.1.1. INCUMBENT STATUTORY AUDITORS
CONSTANTIN ASSOCIES
Represented by Monsieur Thierry Queron.
114, rue Marius Aufan
92532 Levallois Perret Cedex
First mandate: 21 March 2000. Mandate renewed on .16 juin 2006.
Mandate expiry date: Date of the Shareholders’ Meeting called to assess the financial statements for
the financial year ending 31 December 2011
The firm is member of the Compagnie Régionale des Commissaires aux Comptes de Versailles, a
Paris-based Accounting and Auditing body.
FIDUCIAIRE DE LA TOUR
Represented by Monsieur Claude Fieu.
28, rue Ginoux
75015 Paris
First mandate: 21 March 2000. Mandate renewed on 15 juin 2007.
CHAPITRE 2
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2.1.2. AUXILIARY STATUTORY AUDITORS
Monsieur François-Xavier AMEYE
92532 Levallois Perret Cedex
First mandate: 21 March 2000. Mandate renewed on 16 june 2006.
Monsieur Dominique BEYER
40 bis, rue Boissière
75116 Paris
First mandate: 28 February 2000. Mandate renewed on 15 June 2007.
2.2. STATUTORY AUDITORS HAVING RESIGNED, HAVING BEEN DISMISSED
OR REMOVED
The company did not register any resignation, dismissal or removal of a statutory auditor in 2009.
CHAPITRE 2
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2.3
FEES OF THE STATUTORY AUDITORS AND THEIR NETWORK MEMBERS
The chart presenting the statutory auditors fees is presented below.
Table 1.
Chart presenting the statutory auditors fees
FIDUCIAIRE DE LA TOUR Amount in € Month 2009 CONSTANTIN ASSOCIES (1) in % 2008 2009 Amount in € 2008 2009 in % 2008 2009 2008 131 200 € 111 600 € 100 % 100 % 158 500 € 98 954 € 100 % 100 % 131 200 € 111 600 € 100 % 100 % 153 000 € 98 954 € 100 % 100 % Issuer
101 500 € 87 600 € 77 % 78 % 109 500 € 95 454 € 69 % 96 % Fiscally integrated
29 700 € 24 000 € 23 % 22 % 43 500 € 3 500 € 28 % 4 % Inc. Other diligences and services
directly relaed to the auditors mission
0 0 0 % 0 % 5 500 € 0 3 % 0 % Other services given by the networks to
globally integrated subsidiaries
0 0 0 % 0 % 0 0 0 % 0 % Indluding Legal, tax-related, other
0 0 0 % 0 % 0 0 0 % 0 % Incl. other
0 0 0 % 0 % 0 0 0 % 0 % 131 200 € 111 600 € 100 % 100 % 158 500 € 98 954 € 100 % 100 % Audit Including
Statutory
Auditors,
certification, assessment of individual
accounts
Total CHAPITRE 2
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CHAPITRE 3. SELECTED FINANCIAL DATA
3.1. SUMMARY OF FINANCIAL DATA
SQLI is a service company which operates in the sector of advices and integration of e-business
architectures. The group operates in France, Belgium, Netherlands, Luxembourg, Switzerland, Canada
and Morocco.
Year 2009 was hit by a deep economic crisis which did not spare the computer services sector.
According to the Syntec, the market activity fell of about 2 to 3%. The development and technical
assistance sector, which is one of the group's markets, has been strongly hit (-6%). This crisis is one of
the factors leading to the degradation of the group main indicators: Turnover down by 3,4 % at
constant perimeter, employment rate down by 78% compared with 80% in 2008, basic daily rate of
467 € compared with 481 € in 2008) and first operating loss since 2002.
The group restructuration started in 2008 and carried on in 2009 also affected the profitability of its
activities. Since 2005, the group has been starting an acquisitions plan in order to increase the share of
added value activities against classic engineering (Consulting, Solutions and Web Agency
representing 10% of the activity in 2005 and 46% in 2009).
The group had to carry on its transformation and adapt the agencies reorganization, the management
teams structure and the commercial know-how to this new dimension. Such deep changes can’t be
done smoothly and affected temporarily the group operating organization.
Nonetheless, the added value activities development strategy worked out, since even if 2009 revenues
fell from 3,4% at constant perimeter, the Consulting, Solution and Web agency sector had an organic
progress of more than 10%. Paradoxically, the group recorded a strong growth on its value added
activities and and a decrease of almost 15% on its usual integration activities in 2009.
In 2009, SQLI carried on its value added activities development strategy by purchasing Naga Conseil
(Consulting SAP), Aston Education (Training) and the goodwill of Management et Logiciel
(Maintenance of operating conditions). These companies integration was made without any problem.
Despite the year unprofitable result and the amount of cash invested in the external growth operations
made in 2009, the Group financial situation remained very solid with a net debt of 2,2 M€ at the end
of December 2009 compared with 3,3 M€ at the end of December 2008.
The own equity before year result increased by 2,3 M€ in 2009:
369.788 shares have been created in April and June 2009 and assigned on issue premiums to be freely
allocated to the Group employees and managers;
405.851 shares have been issued at 2,6285 € each in payment of EOZEN price supplement for year
2008;
127.681 new shares have been suscribed by the Group employees within the Group saving plans.
CHAPITRE 3
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During the next three years, the group intends to pursue this strategy, aiming at increasing the size of
projects and the added value by favoring the Council and Integration services which offer a quick
return on investment to the customers. The group also hopes to see the profitability of the efforts made
in the company internal organization during the past three years.
Table 2.
Table of key figures extracted from SQLI consolidated financial statements
31/12/2009 (En milliers d’euros) 31/12/2008 154.710 157.028 ‐317 7.348 Valuation of stock option and free shares ‐1.297 ‐1.012 Current operational result ‐1.614 6.336 Operational result ‐2.694 6.336 Net result ‐3.067 3.267 Own Equity (group share) 55.374 56.104 Non‐current liabilities 11.485 11.764 7.239 10.790 60.252 63.484 45.713 47.826 54.469 52.260 43.829 44.380 Turnover Current operational result (before valuation of stock option and free shares) Inc. Long‐term financial debt Current liabilities Inc. Other debt Non‐current assets Inc. goodwill Current assets 72.642 79.092 Inc. Customer claims and related accounts 33.026 34.783 Inc. Other claims and regularization accounts 29.018 30.014 Inc. Cashflow and equivalent 9.785 12.850 2.215 3.280 Net financial debt 3.2. INTERMEDIATE PERIODS FINANCIAL DATA
The current reference document doesn’t include any financial information on intermediary periods.
CHAPITRE 3
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3.3. SQLI ON THE STOCKMARKET
SQLI shares are quoted in Euronext Paris (Category C) with the code ISIN FR0004045540. The data
below comes from Infinancials database.
3.3.1. MAIN STATISTICAL FIGURES FOR 2009
The total number of shares of SQLI capital increased from 34.369.711 by the end of 2008 to
35.273.031 by the end of 2009. 903,320 new shares have been created, as is explained in paragraph
21.1.7 « Change in share capital during the year ».
The total number of exchanged securities in 2009 amounts to 15 068 435 thus 43% of securities
compared with 12 577 555 in 2008. The amount of transactions reaches 15,9 M€ in 2008 compared
with 21,2 M€ in 2008. In 2009, the average monthly number of exchanged securities amounts to 1
255 702 and the average monthly volume of transactions to 1.3 M€. The market capitalization reaches
35.3 M€ on 31 December 2009.
The average cost of transactions based on the number of exchanged securities amounted to 1,06 € in
2008 compared with 1,69 € in 2008.
The average exchange rate amounted to 0,97 € in 2009 compared with 1,82 € in 2007.
According to the company, no back-of-the-market activity has been registered regarding SQLI
securities in 2009.
3.3.2. PRICE TRENDS IN 2008
The company price trends followed a favorable curve during 2009, with a 37 % fall between 2 January
and 31 December 2009.
At 02 January 2009: 0,73 €;
At 31 December 2009: 1,00 €;
Lowest value in 2009 (intraday included): 0,61 € le 03 March;
Highest value in 2009 (intraday included): 1,32 € on 21 September.
CHAPITRE 3
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Table 3.
SQLI – Evolution of the average month price trend in 2009 vs. 2008
2009 Month Max. Min. 2008 Month volume Max. Min. Month volume January 0,80 € 0,69 € 872.546 2,67 € 2,11 € 1.539.087 February 0,75 € 0,68 € 424.932 2,48 € 2,29 € 904.942 March 0,74 € 0,66 € 495.619 2,38 € 2,23 € 674.275 April 1,05 € 0,73 € 1.418.370 2,43 € 2,32 € 558.018 May 1,07 € 0,99 € 393.600 2,53 € 2,34 € 779.264 June 1,20 € 0,92 € 2.650.859 2,38 € 2,07 € 644.182 July 1,16 € 1,04 € 313.197 1,99 € 1,70 € 689.789 August 1,17 € 1,00 € 2.138.032 2,19 € 1,65 € 1.210.949 September 1,31 € 0,98 € 3.413.849 1,71 € 1,12 € 1.542.737 October 1,16 € 1,07 € 1.336.764 1,13 € 0,85 € 2.311.728 November 1,09 € 1,02 € 811.240 0,96 € 0,69 € 778.545 December 1,06 € 0,98 € 799.427 0,75 € 0,67 € 944.039 1,31 € 0,66 € 1.255.703 2,67 € 0,67 € 1.048.130 Whole year SBF 250 index, which represents the 250 first capitalizations of CAC AllShares index, experienced an
increase smaller than SQLI's, with a growth of only 19 % during 2009:
Table 4.
CHAPITRE 3
Evolution of SQLI trends compared with SBF 250 trends en 2009
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CHAPITRE 4. RISK FACTORS
4.1. BUSINESS-RELATED RISKS
4.1.1. CUSTOMERS-RELATED RISKS
While expanding its activity, SQLI tries carefully to keep both diversified customers (1.880 active
customers in 2009 compared with 1685 active customers in 2008) and diversified business fields
related to the company, in order to limit the concentration risk on a restricted number of customers.
In 2009, the importance of main SQLI customers was as follows:
The first customer accounted for 4.5 % of the consolidated turnover;
The first 5 customers accounted for 16,7 % of the consolidated turnover;
The first 10 customers accounted for 26,2 % of the consolidated turnover .
The company resorts to a factoring company (credit insurance, reflection, conflicts) on the main part
of its business in France. Furthermore, since the group works only for major accounts, the insolvency
risk is limited.
Finally, the credit management and collection procedures that have been set allow the company to
control the customer risk (advance check of the prospects solvency, monitoring outstanding invoices,
follow-up on customer payment periods, customer reminders and legal proceedings). The risks related
to the execution of package projects will be presented at paragraph 4.3.1 “Legal risks”.
4.1.2. COMPETITION-RELATED RISKS
SQLI Group reckons that the competition in the sector will intensify as the current players have
become consolidated, as new Foreign Service providers have entered the market and as customer
quality requirements are increasing.
But competition still remains sharp. SQLI intends to strengthen its competitive positions by
industrializing its trade approach: with CMM-I, the solution approach and the offshore sector, SQLI
has gained some real competitive advantages. SQLI also benefits from an increasingly strong position
on the specialized market, thanks to its strong organic growth and its recent acquisitions. Nevertheless,
the company doesn’t think to be able of keeping an invoicing level superior or equal to the one it had
during the previous years.
The competitive strategy of the group is detailed in Chapter 6 “General survey of the company
activities”.
CHAPITRE 4
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4.1.3. RECRUITMENT-RELATED RISKS
The new information and communication technologies and the specialized consulting sector are very
lean in terms of human resources. In this high added-value sector, there is a big demand for qualified
and specialized labor. SQLI ability to grow and to satisfy its customers’ needs in the next years
depends on its power in recruiting, attracting and keeping the competent persons in this very
specialized field. SQLI has to face the scarcity of available workers and the recruitment of its best
candidates by its competitors and its own customers. Furthermore, in order to keep its best employees,
SQLI could have to grant some pay raises that the company won’t be able to compensate immediately
with a tariff raise. The group activity could then experience a deterioration, along with its results.
At last, the employment laws are very strict in France, which has an influence on the groups flexibility
an its ability to adapt to a possible fall of the demand on the market. The company doesn’t think it can
keep a satisfying employment rate because of the economic context and the lack of flexibility of
employment. The employment rate reached 80% in 2008 and 78% in 2009. If the group’s activity
starts to decrease, there will then be a risk of fall in the company’s net result.
4.1.4. KEY PERSONS-RELATED RISKS
The direction thinks that the risk of having key persons leaving is weak because SQLI Group is
organised into profit centres governed by a manager, who freely runs the centre. These responsibility
and freedom for operations mean that managers are heavily involved in the running of the company,
creating synergies between various profit centres (commercial synergies and skills….).
This organisation favours long term managerial commitment and a network organisation, by relying
on other members of the group to reinforce the notion of true team. The group management checks
that managers pay attention to detecting talented employees and to their career progress, so as to have
potential managers available.
To reinforce this cohesion, managers are involved in the capital of SQLI group. Effectively, the
management team and key staff members benefit from important benefits and incentives scheme
(BSPCE or stock-options). The remunerations and compensation of Executive managers and
employees are detailed in Chapter 15 “Compensations and benefits” and in chapter 17 “Employees”.
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Table 5.
Staff turnover rate per age group
Tranche d’âge 2009 2008 20 – 24 years 11,34 % 12,4 % 25 – 29 years 18,92 % 23,9 % 30 – 34 years 20,94 % 25,1 % 35 – 39 years 20,45 % 28,5 % 40 – 44 years 16,67 % 22,2 % 45 – 49 years 14 % 5,0 % 50 – 52 years 4 % 4,0 % 53 – 55 years 3 % 3,0 % 56 – 58 years 2 % 2,0 % 59 – 60 years 1 % 1,0 % 61 years and more 0 % 0,0 % Total Groupe SQLI 18 % 15 % The above turnover rates present the ratio between all kind of departure during 2009 and the staff at 31
December 2009. The turnover (ratio between the voluntary departures and the average staff) amounts
to 18¨% in 2009.
4.1.5. TECHNOLOGY-RELATED RISKS
SQLI Group operates in an environment where technology change is particularly fast moving. There is
a real existing risk of major technological evolution, which could have a significant impact in SQLI
results and plans.
Ever since its creation, the group has focused on helping its customers to take benefit from this
technology. SQLI group has always been a precursor when it comes to adaptation and integration of
new technologies. The move from the client/server model to the Internet in 1995 and the positioning
of the Group on the Open Source model in 2000 are two good illustrations of the ability of SQLI
group to use the technology changes.
Although SQLI group cannot guarantee that it will always be able to quickly identify and build up
knowledge for every change in technology, this ability is part of the company culture and constitutes
one of its strong points.
Strikingly, the group keeps on giving a big budget to R&D of new technologies every year. In 2009,
the Group registered 3,6 M€ of expenses as R&D tax credit, compared with 6,3 M€ in 2008, which
accounts for about 2,3 % of the turnover and 2,3 % of operating charges.
Furthermore, the innovative capacity of SQLI has been recognized by OSEO Innovation agency, being
rewarded with the label of innovating company in September 2004, label which has been renewed in
December 2007.
This label proves the recognition of the companys innovative products and technology, among which
the development in Internet access to persons with a sensory or a motor handicap in 2004, and the Ideo
solutions (IdeoSanté for the patients, IdeoProject for CMMI implementation, etc.) in 2007.
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4.1.6. EXTERNAL GROWTH POLICY-RELATED RISKS
SQLI carried out three external growth operations in 2005 (LNET, ASTON and SYSDEO), two in
2006 (PROCEA and INLOG) and five in 2007 (CLEAR VALUE, ALCYONIX, INCONEWEB,
URBANYS and EOZEN) followed by the acquisition of AMPHAZ goodwill in 2007 and two
takeovers in 2009 (NAGA CONSEIL and ASTON EDUCATION) along with the acquisition of
MANAGEMENT ET LOGICIELS goodwill. This growth strategy include the following risks:
integration problems, departure of key men and partners, customer loss, occurrence of conflicts,
spreads on expected results and price supplements. Even if these risks are hardly measurable, SQLI
thinks that the risk of goodwill depreciation will exist (amounting to 44,4M € at the end of 2008) if the
profitability does not reach the expected amount.
Integration problems
It is considered as the major risk by the company managers all the more since the group tends to
favour a strong degree of integration of acquired companies, in order to boost the development of
commercial, technical and administrative synergies. For each future acquisition the company
management carefully assesses the risk factors of an integration failure in order to complete the
operations without guaranteeing the success of the integration. Today, the managers believe there are
no specific failures regarding the integration of the recent acquisitions.
Departure of key men
When the acquired companies’ managers or shareholders are considered as essential in the cooperation
success, there are asked by SQLI to commit themselves to remaining in the group for at least two to
three years after the acquisition. However, this commitment is not considered as essential when the
only goal of these managers is to reach the price supplement objective. If SQLI is covered by the
commitments subscribed, the company does not have any legal resort to secure the employees’
services. The risk can be important (in theory, SQLI could lose up to 100% of the staff and thus of the
purchased companies). Until today the company hasn’t registered any difference between the
manpower rotation of the purchased companies and that of SQLI.
Departure of partners
Since SQLI is a services firm, its partners represent its real potential manpower. The integration of
new partners in the group is thus carefully followed, and the unification of working conditions is
generally favourably considered.
The change of working places can also create difficulties. However as most partners work in the
customer offices, the headquarters move does not modify their main workplace. The announcement of
pooling the interests of the companies can lead to a period of uncertainty for some partners.
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Customer loss
SQLI group, the acquired companies and the targeted companies mostly work for major accounts. For
a few years these customers have carried out an active referencing policy aiming to reduce the number
of service providers. These acquisitions have thus been positively considered both by the customers of
SQLI and by those of recently acquired companies, as they take part in the sector consolidation
wanted by the major accounts. Today, SQLI does not register any loss of major customers related to
recent acquisitions.
Occurrence of conflicts
Even if the group carries out judicial, tax, accounting and operating due diligences on external growth
transactions in order to finalize definitive agreements, an uncertainty still remains about the existence
of conflicts that would not have been mentioned or translated in the accounts. The agreements relating
to the acquisitions provide consequently the conventional assets and liabilities guarantees as well as
the mode of paying them if they are invoked. The managers consider there is no existing conflict
involving one or more of the companies purchased during 2005-2009 except for a legal proceedings
for a damage of 1,5 M€ carried by a former minority shareholder of EOZEN against the transferor
shareholders and the biggest companies of EOZEN group. Without interfering with the legal
decisions, SQLI considers to be protected by the guarantees subscribed by the transferor shareholders.
Difference on expected results and price supplements (earn-out)
A clause allowing the payment of a price supplement if the objective expected have been met is
usually inserted in the protocols of agreement related to firm acquisitions.
Price supplements related to the objectives of turnover and margin have been decided in agreement
with the transferors and are estimated for an amount of 608 K€ at the end of 2009.
4.1.7 SUPPLIERS-RELATED RISKS
SQLI doesn’t have any significant supplier. The company isn’t dependent on any supplier regarding
the costs or resources. SQLI can quickly change supplier if needed, and find similar products for a
similar price.
The dependence upon suppliers is as follows:
-
The first supplier accounts for 6.4 % in SQLI purchases.
-
The first 5 suppliers account for 16.2 % in SQLI purchases.
-
The first 10 suppliers account for 21.5 % in SQLI purchases.
The share made by the group with its subcontractor’s accounts for 5%.
Specific contracts are made with each of the subcontractor, which enable to protect SQLI on a
commercial and technology level.
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4.2. FINANCIAL RISKS
4.2.1 LIQUIDITY RISKS – FINANCING OF THE WORKING CAPITAL REQUIREMENT
The company’s managers consider the liquidity risk as relatively limited.
The group financial situation got better in 2009: the net financial debt diminished from 3.3 M€ on 31
December 2008 to 2.2 M€ on 31 December 2009 (available cash flow of 3.0 M€).
Table 6.
SQLI net financial debt in the last two years
(Thousands of euro) 2009 2008 Evolution 2009 vs. 2008 ‐ 360 na 7.025 10.402 ‐32,5 % 214 28 664,3 % 7.239 10.790 32,9 % 3.659 4.947 ‐26,0 % Restatement of leasing contracts 96 28 242,9 % Current bank loans 475 204 132,8 % Participation of employees 35 35 0,0 % Unmatured current interest 26 126 ‐79,4 % Avances with conditions Loans towards credit institutions Debt position with leasing contracts Non current liabilities Loans towards credit institutions Valorisation of rate hedging instruments(1) Current liabilities Total Gross financial debt Cashflow and equivalent Total Net financial debt 470 ‐ na 4.761 5.340 10,8 % 12.000 16.130 25,6 % ‐9.785 ‐12.850 ‐23,9 % 2.215 3.280 32,5 % Further details about the group debt structure are available paragraph 10.3.1 « Consolidated debt on 31
December 2009 ».
Covenants, anticipated collectability and default clause
The 1,3 M€ loan subscribed in 2006 is guaranteed by a pledge of SQLI goodwill.
In the framework of the credit line of 1.3 millions of euro granted by the BNP Paribas and the Société
Générale, SQLI pledged INLOG goodwill to their benefit.
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In the framework of the credit lines amounting to 17.2 millions of euro granted by Société Générale,
BNP Paribas, Palatine and Neuflize OBC Entreprise, SQLI pledged to their benefit :
-
859 265 shares of CLEAR VALUE,
-
8 880 shares of URBANYS,
-
92 718 shares of ICONEWEB MULTIMEDIA,
-
51% of EOZEN SA securities and 4 080 shares of EOZEN Belgium,
-
SQLI goodwill up to 1,4 million of euro.
Moreover, the liabilities guarantees granted by the sellers of URBANYS and EOZEN are subject to a
payment delegation to the bank pool.
This loan implies also a number of covenants and financial ratios which are detailed below:
Table 7.
Ratios related to the 17,2 M€ loan covenants
12 month period ending at: Consolidated net financial Debt/EBITDA ratio: Lower than: Consolidated free cash flow/consolidated debt service ratio Higher than: Gross financial debt/share equity ratio Lower than: Consolidated net financial debt/consolidated share equity ratio(1) Lower than: 1,5 1 0,8 No specified level Consolidated EBE >‐1000K€ No specified level 0,3 0,15 31/12/2010 1 1 0,5 No specified level 31/12/2011 1 1 0,5 No specified level 31/12/2012 1 1 0,5 No specified level 31/12/2008 31/12/2009 (1) Note: (1) According to amendment signed on 28 December 2009
From 2010, the group Gross cash position must exceed 4.000 K€ at the end of every month until 30
April 2011.
The following transactions, if done without the lenders’ provisional authorization, could also lead to
the anticipated collectability of the loan:
The Investments higher than 1M€ a year;
External growth transactions amounting to more than 0.5 M€ a year. By way of an exception,
the lenders’ provisional authorization is not required for external growth transactions that had been
financed for at least 40% by a capital increase (cash or in kind) and whose cash price given for the part
exceeding the capital increase is lower or equal to 3,5 M€.
All the covenants are fully respected by SQLI company.
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Working capital requirement and credit access capacity
The invoicing depends on a seasonal fluctuation according to the number of working days in the
month, and a year fluctuation in December related to the closing of the customers’ annual budgets.
Regarding costs, there is a peak in costs on the first day of every half-year term related to pension and
insurance periodic rents and costs.
The variation of working capital requirement amounts to 4.690 K€ in 2009, mainly impacted by the
« customers» item (6.288 K€) .
Table 8.
Variation of operating WCR
(In thousands of euro) 2009 2008 Evolution 2009 vs. 2008 Variation of customers 6.288 2.519 149,6 % Variation of supliers ‐1.015 255 ‐498,0 % Variation of other current assets and liabilities ‐177 4.191 ‐104,2 % Reimbursed (payed) corporate tax ‐406 ‐2.007 ‐79,8 % 4.690 4.958 5,4 % Variation of WCR Note: (1) Excluding provisions related to circulating assets. In order to face cash flow delays, SQLI has a factoring capacity and short-term credit lines. On 31
December 2000, the group owns the following credit lines, which have been confirmed but not used:
-
1.000 K€, in overdraft towards with the Société Générale;
-
1.000 K€, in overdraft with the Banque Palatine;
-
1.000 K€, in overdraft with the Banque OBC;
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4.2.1. RATE-RELATED RISKS
The invoicing depends on a seasonal fluctuation according to the number of working days in the
month, and a year fluctuation in December related to the closing of the customers’ annual budgets.
The company is exposed to the interest rates fluctuation risk, especially because of the 17,2 M€ loan
contracted in 2007 towards a bank pool with EURIBOR 3 months variable rates, increased by a 170 bp
spread. Given the 10.320 K€ residual debt related to this loan and the 10.684 K€ total residual debt,
96,6 % of SQLI financial debt has a variable rate.
In order to protect the company from this risk, a risk hedge fund was contracted in 2007 for the
duration of the loan reimbursement. This rate risk is thus hedged by this instrument, described in the
consolidated accounts appendices.
The conditions of derivative instruments related to the rate risk control at 31 December 2009 are
exposed as follows:
Table 9.
Conditions of derivatives related to the current rate risk management at 31
December 2009
(In thousands of euro) Starting date 31/12/2007 21/06/2007 21/06/2007 Total BNP Société Générale Société Générale EURIBOR 3 Mois EURIBOR 3 Mois EURIBOR 3 Mois 4,58 % 4,60 % 4,60 % 2009 2.520 3.120 4.680 10.320 2010 1.680 2.080 3.120 6.880 2011 840 1.040 3.440 1.560 115 142 212 469 Payer of variable rates Variable rate Fixed/variable rate for SQLI Notional amounts covered at 31 December: Instruments fair value at 31/12/2009 In 2009, the variation of the instruments fair value generated an income of 41 K€, compared with a
loss of 455 K€ in 2008.
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The table below describes SQLI Group exposure on 31 December 2009.
Table 10. SQLI exposure to the risk rate at 31 December 2009
Financial assets Fixed rate Financial liabilities Var. rate Fixed rate Net exposure before hedging Var. rate Fixed rate (In thousands of euro) Rate hedging instruments Var. rate Fixed rate Nex exposure after hedging Var. rate Fixed rate Var. rate < 1 year 9.785 4.761 ‐5.024 ‐3.440 ‐8.464 1 to 2 years 81 3.603 81 3.603 ‐3.440 81 163 2 to 3 years 73 3.422 73 3.422 ‐3.440 73 ‐18 3 to 4 years 60 60 60 4 to 5 years > 5 years Total 9.785 214 11.786 214 2.001 10.320 214 8.319 Table 11. Analysis of the interest rate variation effect
(In thousands of euro) 2009 Effect on result before taxes Effect on own equity before taxes Effect of + 1 % interest rate variation 0 0 Effect of ‐ 1 % interest rate variation 0 0 As presented above, the company is totally protected from any floating rate related risk for all the
loans contracted with floating rates. On the basis of the bank loans outstanding at 1st January 2010, a 1
p. increase in applicable interest rates wouldn’t result in any variation (in full year) of the financial
charges related to bank loans.
SQLI owns monetary units trusts and funds (SICAV and FCP) which are guaranteed for 5 236 K € on
31 December 2009. They mainly consist in monetary SICA indexed on Eonia (floating rate). With
liquid assets amounting to 4 549 K€, the total cash flow reached 9.785 K€ at 31 December 2009.
The group cash investments are exposed to a risk of fall of the floating rates. Nevertheless, since the
amounts involved are relatively limited (7.090 K€ on 31 December 2009), a 1% fall of of the floating
rates (especially of EONIA rate) would lead to a decrease in financial revenues expectations of about
52.4 K€.
The group debt structure is detailed in paragraph 10.3.1. « Consolidated debt on 31 December 2009.»
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4.2.2. EXCHANGE RISKS
Part of SQLI business takes place outside of the euro zone with its subsidiaries in Switzerland,
Morocco and Canada.
The group bears an exchange rate risk in connection with the activities in Switzerland, Luxembourg,
Morocco and Canada i.e. a 14,3 M€ in 2009 for consolidated accounts of 154,7 M € (9,2 % of the total
turnover). However, the exchange rate risk is very limited as all costs (mainly salaries) and revenues
are carried out in the local currency.
Table 12. Exchange risk – Net position after management
(In thousands of euro) $ CAD SGD FR CHF Assets 1.822 0 5.021 3.975 Liabilites 1.913 188 890 3.668 4.131 407 Net position before management Off balance sheet position Net position after management ‐188 ‐91 MAD 0 0 0 0 91 188 4.131 407 The group managers consider that he related amounts are non relevant: since the exchange rate is
divided among various currencies, the balance is not covered by hedging instruments.
Table 13. Computation of loss risk on net position in currency assets
(In thousands of euro) $ CAD SGD FR CHF MAD Impact in result before taxes 1 % increase of exchange rate ‐1 ‐2 41 4 1 % decrease of exchange rate 1 2 ‐41 ‐4 Impact in own equity before taxes 1 % increase of exchange rate ‐1 ‐2 41 4 1 % decrease of exchange rate 1 2 ‐41 ‐4 4.2.3. SHARES-RELATED RISKS
Regarding the stock exchange quote risk, the company can only take action for its own securities,
following the authorization given by the General Assembly. In 2009 (i), the companys action was
limited to the transactions made according to the liquidity contract under control of the firm Financière
d’Uzès (ii), and to the purchase of securities meant to be exchanged or given during external growth
operations. The operations made in 2009 are detailed on paragraph 21.1.3 « Holding and byback
programs ».
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4.2.4. THE GROUP’S COMMITMENTS-RELATED RISKS – OUTSIDE BALANCE SHEET
The off-balance sheet commitments are presented in the consolidated accounts, paragraph 20.3.5
« Accounting procedures and criteria, appendix and explanations ».
These commitments consist in:
The credit lines confirmed and not used presented above in paragraph 4.2.1 « Liquidity risks – working
capital requirment financing »;
The debt guaranteed by real securities presented above in paragraph 4.2.1 « Liquidity risks – working
capital requirment financing »;
The other commitments to be paid for contract obligations which doesn’t create any risk;
The received commitments mainly are assets and liabilities guarantees usually counter-guaranteed by a
first demand guarantee. These guarantees come from the group’s acquisitions and have been
contracted under normal circumstances. They don’t present any specific risk for SQLI.
The current conflicts whose risks are detailed in paragraph 4.3.3. « Current conflicts ».
The other commitments consist in the departure leave of M. El Mir and its non-competition obligation.
This information is detailed in paragraph 15.1.1 « Remuneration ». Other commitments also include a
« keyman » insurance described in paragraph 4.3.4 « Insurance-related risks ».
Other commitments consisting in contract obligations.
Table 14. Remaining commitments related to contract obligations
Less than 1 year From 1 to 5 yeras More than 5 years (In thousands of euro) 31/12/2009 31/12/2008 Premises 3.165 6.475 0 9.640 11.758 IT equipment 1.921 3.517 0 5.438 4.523 Vehicles 1.468 1.387 0 2.855 2.886 6.554 11.379 17.933 19.167 Leasing contracts rent CHAPITRE 4
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4.3. LEGAL, REGULATORY AND TAX-RELATED RISKS
4.3.1. LEGAL RISKS
The SQLI Group is not subject to any particular regulatory body.
More than half of the company business is carried out through fixed price contracts with outcome
obligation. Even if the group has contract management experience for this type of contract and rarely
suffers excesses, the outcome obligation resulting from these commitments can involve significant
risks.
To limit the range of these commitments, the company, for the majority of contracts, ensures that it:
-
obtains a contractual penalty ceiling for late payment.
-
commits to carrying out its deliveries in conformance with the detailed specifications
established by its needs on the basis of the reference terms prepared by customers.
limits its responsibility in the amount of the contract or the ceiling covered by its third party insurance.
SQLI SL is not integrated in the consolidated accounts of the SQLI group as its non significant nature
does not imply any contractual obligation or any particular risk for the group.
4.3.2. ENVIRONMENT-RELATED RISKS – IMPACT OF BUSINESS ON ENVIRONMENT
SQLI did not acknowledge any specific risk related to its activity in the industrial or environment
fields, especially regarding the natural resources consumption (water, energy), the rejections in the
water, the air or the soil…
Consequently, no funds or guarantee against environment risks have been created.
Given the nature of the group activity, no specific impact on the company close environment, whether
good or bad, has been witnessed. In particular, the company business does not have any significant
influence on the local economic development.
4.3.3. CURRENT CONFLICTS
A former minority shareholder of EOZEN Belgium and EOZEN SA companies pursued an action in
deceit towards the transferor shareholders of EOZEN main companies and the companies themselves
towards the Belgian Commercial Court. The claimant asked for a 1,5 M€ compensation. Without
interfering with the legal decisions, SQLI considers to be protected by the guarantees subscribed by
the transferor shareholders.
Andrino et Private Outlet summoned SQLI for 178 K€ of damages within the implementation of an
ICT project. Since this project payment was signed by the customer, SQLI did not create any provision
but registered a risk of non-recovery of claims amounting to 74 K€.
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The provisions related to the current conflicts are detailed in note 20 of the consolidated accounts
exposed in paragraph 20.3.5 « Accounting procedures and criteria, appendix and explanations ».
About these provisions: The main part of conflicts with employees regards SA SQLI (166 K€)
assigned in from of the French Labour Court by eight employees at 31 December 2009. The risk was
provisioned according to the company’s lawyers estimates. During the year, SQLI received the
reimbursement of R&D tax credit for the group’s activity between 2005 and 2008, i.e. 3.511 K€ which
haven't been allocated yet. Only R&D tax credits for 2006 and 2007, i.e. 243 K€ still are to be partly
reimbursed. The provisions for the paid out credit depreciation have thus been cancelled and risk
provisions have been created for 2007 and 2008 reimbursed but not allocated R&D tax credits, i.e.
2.231 K€. The provisions are kept until the end of the tax administration recovery deadline.
4.3.4. INSURANCE-RELATED RISKS
The SQLI Group has adequate professional risk cover and is not currently implicated in any conflict
related to activities not covered by its insurance policies. Risks relating to losses due to contact
termination or late payment penalties not covered by third party insurance are covered by provisions
for risks and costs in the company's accounts.
The SQLI Group has a third party insurance policy with AXA company which covers any damages
caused by third parties to its activities up to a maximum amount:
- per accident of 7,500,000€
- per accident and year of insurance of 10,000,000€
The third party liability of the company representatives relating to the exercising of their mandate is
covered by an insurance policy with AXA; the guarantee amounts to 10.000.000 €.
The business loss risk is a major risk for which the company is not covered and whose management is
ensured by the company itself. The costs of re-entry in case of loss exceeding the normal operating
charges are covered by an insurance policy with AXA for an amount of 2.000.000 €.
A key man insurance for the Chairman of the Executive Board amounting to 3,057,000€ has been
subscribed in favour of the company. If levied, the money would be allocated to the anticipated
reimbursement of the bank loans.
Table 15. Table of main insurance policies in 2009 (France)
Nature of risk Company Annual cost Multirisks AXA 32 K€ Professional third party liability AXA 0,106 % of turnover Operating liability ceiling of 7500K€ per accident Legal liability for product with ceiling of 10 000K€ per accident and insurance year Corporate officers responsibilities AXA 25 K€ Fault or oversight on behalf of managers, guarantee of 10 000K€ per accident Car fleet AXA 40 K€ Damages all accidents Extent of coverage Fire, explosion, theft, additional cost Le montant total des primes d’assurances versées en 2009 est de 472 K€ pour le Groupe, à comparer à
593 K€ en 2008.
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4.3.5. DEPENDENCE UPON PATENTS AND LICENCES
SQLI does not have any dependence on patents or licences essential for its activity. The Groups main
brands (SQLI, Eozen, Alcyonix) are protected in Europe and in the United States.
All the brands belong to SQLI. There is no element owned by the companys managers or their
families. All legal forms of protection of the trademarks, domain names and the copyright have been
carried out to the benefit of SQLI or its subsidiaries.
SQLI and its subsidiaries benefit from the copyright protection, enforced by the law of 3 July 1985, on
all their software solutions and training aids. Major works have been deposited with a bailiff or with
specialized depositories.
4.3.6. GOVERNMENT ACTION, ECONOMICS, BUDGET, CURRENCY AND POLICY-RELATED RISKS
There is no existing risk related to government action, economics, budget, currency or policy which
has does or will threaten the company, its activities, its financial situation and profitability.
4.4. RISKS REVIEW – LIST OF RELEVANT RISKS
According to the companys review of the risks, there is no other significant risk than those presented
in Chapter 4 « Risks factors » of the present reference document.
The biggest existing risks which have been detailed above in Chapter 4 « Risks factors » are the
following:
Competition-related risks;
Recruitment-related risks;
Technology-related risks;
External growth-related risks.
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CHAPTER 5. INFORMATIONS ABOUT THE ISSUER
5.1
HISTORY AND EVOLUTION OF THE COMPANY
5.1.1 CORPORATE NAME AND TRADE NAME (ARTICLE 2 OF THE STATUTES UPDATED ON 07
DECEMBER 2009)
« The company name is « SQLI »
In all reports and documents coming from the company to be given to a third party, the terms « Société
Anonyme » or its initials « SA » must be written before or after the company’s name, along with the
amount of its social capital and its SIREN and RCS registration numbers. »
5.1.2 LOCATION AND REGISTRATION NUMBER
SQLI is registered in the Bobigny Commercial Register under number 353 861 909.
5.1.3 DATE OF INCORPORATION AND DURATION (ARTICLE 5 OF THE STATUTES UPDATED ON
07 DECEMBER 2009)
“The legal duration of the Company is fixed at 99 years as from 22 March 1990, unless it is prolonged
or dissolved beforehand in accordance with the Company’s articles of incorporation.”
5.1.4 OTHER INFORMATION RELATED TO SQLI
Headquarters, legal forme, mailing address, internet website
SQLI is a corporation (a French "Société Anonyme"), with a governing board.
The headquarters address and phone numbers are:
Tél: 01 55 93 26 00
Fax: 01 55 93 26 01
Website: www.sqli.com
Regulations on the company activities
The company is a “Société anonyme” subject to the French Commercial Code (Code de Commerce)
and to the company statutes.
FINANCIAL YEAR (ARTICLE 5 OF THE COMPANY’S STATUTES UPDATED ON 16 JUNE 2009)
« The financial year starts on 1st January and ends on 31 December.»
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5.1.5 MAJOR EVENTS IN THE DEVELOPMENT OF THE COMPANY’S ACTIVITIES
SQLI, created to accompany businesses in their use of new technologies, has specialised in realising
new-generation information systems.
Starting at the time of its creation in 1990, SQLI based its development on advanced technological
expertise and on its intense policy of monitoring developments and R&D. The company recruits highlevel engineers and experts in complex assignments, and invests large amounts in training.
Strengthened by its expertise, SQLI has been able to anticipate all major computer trends and to
determine their potential for the company's information system and performance.
Being positioned on the most buoyant segments of the computer services market, SQLI keeps
strengthening its leading position in e-business, SAP and Business projects and solutions.
1990 – 1995: The user-server years
Jean Rouveyrol and Alain Lefebvre created the company, focusing on the new technologies.
Creation of a department of R&D and publication of comparative studies on the user-server
development tools.
1995 - 1998: From user-server to the Internet
A shift is made towards Internet technologies, that help the R&D teams to resolve the problems of
user-server application deployment (in 1995 the Internet is considered as the universal user-server).
Creation of the « Web Agency ». Publication of an ergonomics guideline for Internet applications.
Beginning of a regional development with the creation of an agency in Lyon
1999 - 2001: Acceleration of the company’s development in order to
grow
Capital uplift thanks to the company’s initial public offering (listed on the new market in 2000). The
company has more than 700 customers for a turnover of 45,3M€ in 2001.
Purchase of Sudisim, Abcial, InVerso and Cari. Opening of a subsidiary in Switzerland. Development
of the regional network (Toulouse, Bordeaux, Nantes…).
2002 - 2004: New bord of directors and new development project
The company’s founders form a new board of directors with an Executive board directed by Yahya El
Mir.
In order to meet the customers’ expectations « better, faster, and cheaper » SQLI launches the
industrialization project with CMMI, which is the spearhead of the company’s strategy. The group
obtains certification CMMI 2 in 2004.
Industrialisation of the technical capitalization with CMMI in order to offer turnkey contracts. In 2003
is created IdeoPass, the patient identity server, that will quickly be completed by a range of products in
the health sector.
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In 2003 is created an offshore development centre in Morocco. Totally owned by SQLI, the centre
follows all methods and processes projected by the company.
2005 -2008: SQLI has become the leader of e-business projects
The industrialization strategy is going on: all agencies have obtained CMMI level 3 certification in
2006. SQLI wants to reach CMMI level 5 before 2010.
The range of turnkey products has improved with Ideoproject, a management and project regulation
tool (result of the experience gained with CMMI). With the acquisition of Iconeweb in 2007, the range
gains new job solutions for the real estate sector and in particular a promising e-data room product:
SQLI IMMOBILIER
With the purchase of Lnet Multimédia, Aston and Sysdeo in 2005, PROCEA and Inlog’s hospital
assets in 2006, Clear Value, Alcyonix, Iconeweb, Amphaz goodwill, IconeWeb, Urbanys and Eozen in
2007, SQLI confirms his leading position in e-business sector in France; On 31 December 2008, 1900
associates pool their assessments to help customers transform their information systems thanks to new
technologies.
To continue its development, SQLI decided to focus its efforts on:
- Strengthening its e-business company status by continuing to broaden the range of
intervention so as to offer its customers a complete accompaniment while maintaining the
depth of its expert skills and offering high-value added.
- Developing a customer-centred sales organisation to benefit from the sole agency network
for a specialised company in innovation (geographical proximity) and to accompany it over
time with all of the group services. Carrying out CMM business program in 2007 should help
improving the quality of the commercial relationship management.
- Continuing to carry out of a service industrialisation strategy combining:
o
Total control of the software development process (CMM-I approach). The
acquisition of Alcyonix in 2007 helps reinforce SQLI offer (support and tools) ) throughout
high quality advice, and authorization for CMMI certification. (SEI partner)
o
Offshore development centre (meant to cut production costs). The subsidiaries in
Morocco have 185 employees at the end of 2008 and should keep on increasing their staff.
The construction of an offshore center on Mohamed 1er university campus in Oujda is
planned for 2007 in order to accelerate the development.
o
Turnkey software solutions (Solutions programme). SQLI keeps on building its
solutions portfolio: local authorities, health care, (reinforced by Inlog hospital activity in 2006
which became SQLI SANTE), Ideoproject (SQLI program used to implement CMMI),
company estate with the acquisition of Iconeweb, now called SQLI IMMOBILIER.
o
Developing commercial, job and administrative synergies with the companies
purchased in 2005.
o
Accelerating the company development with external growth operations targeted on
firms able to reinforce the range of e-business competences, the catalogue of software
solutions, or the regional establishment.
o
The development of an expertise around SAP (through the acquisition of Eozen,
Clear Value and Naga Conseil). SQLI is becoming a major actor of SAP support in Europe
and covers all the demands of the major accounts.
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2008 - 2009
In a context of deep economic crisis and despite the loss recorded in 2009, the Group finally starts to
take advantage of its investments and restructuration and of the 14 takeovers made in 5 years thanks to
its huge acquisition plan. The company succeeded in strengthening its leading position on the ebusiness French market and developing high added value business solution (Health, MCO…).
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5.2
INVESTMENTS
SQLI investments are mainly related to its external growth and development policy. The group carried
out three external growth operations in 2005 (LNET, ASTON and SYSDEO), two in 2006 (PROCEA
and INLOG) and five in 2007 (CLEAR VALUE, ALCYONIX, ICONEWEB, URBANYS and
EOZEN), and the purchase of AMPHAZ goodwill.
In 2009, SQLI carried on its value added activities development strategy by purchasing Naga Conseil
(Consulting SAP), Aston Education (Training) and the goodwill of Management et Logiciel
(Maintenance of operating conditions). These companies integration was made without any problem.
SQLI finished building an offshore platform on Mohammed 1er university technology campus in
Oujda along with other premises.
5.2.1 MAIN INVESTMENTS MADE DURING THE YEAR
Consolidated investment cash flows have been reduced in 2009 (-59.3 %) with the fixed assets
acquisition amounting to 2 812 K€ in 2009 compared with 2 371 K€ in 2008, increasing assets
transfers, i.e. 658 K€ and decreasing holding acquisitions amounting to 3 909 K€ in 2009 compared
with 12 700 K€ in 2008.
Table 16. Cash flow and consolidatedinvestment
(In thousands of euro) Acquisition of capita assets Transfer of capital assets Acquisitions of net interests of acquired cash flow(1) Flux de trésorerie sur activités d’investissement 2009 2008 Evolution 2009 vs. 2008 ‐2.812 ‐2.371 18,6 % 658 161 308,7 % ‐3.909 ‐12.700 ‐69,2 % 6.063 14.910 59,3 % Note: (1) The effect of perimeter variations matches the acquisition cost of the subsidiaries which entered the consolidated perimeter in 2009 (0,7 M€ for NAGA CONSEIL and 1,7 M€ for ASTON EDUCATION) and for for the price supplement of EOZEN for 2008 (2,2 M€). CHAPITRE 5
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The main investments made in 2009 are related to investments in shares for an amount of 3.9 M€ (net
of cash) which consist in:
-
-
The takeover of NAGA CONSEIL, a 20 employees company operating in SAP consulting, in
April 2009. The takeover was made in cash with a fixed share of 700 K€ and a price
supplement of 300 K€ expected in 2009 (the conditions for the payment authorization haven‘t
been fulfilled) which could amount to 450 K€ (up to 90%) if the growth and operating results
objectives for 2010 have been reached):
-
A turnover of 3,75 M€ in 2010 (tax ex.);
-
EBIT of at least 13,5% of the turnover tax ex.
A price supplement for EOZEN has been paid in may 2009 for 2008, for an amount of 1.110
K€ in cash and 40.851 SQLI shares.
-
The takeover of ASTON EDUCATION in June 2009. With its headquarters in the parisian
suburbs (Bagneux and Boulogne), ASTON EDUCATION developed an advanced expertise
on Microsoft technologies trainings and has a solid relationship with the publisher. The
acquisition of ASTON EDUCATION has been made partly in cash for 1 590 K€ and partly
with SQLI shares, i.e. 200 000 self owned shares. A price supplement up to 916 K€ has been
set depending on the fulfillment of the various objectives exposed below during years 2010 to
2013:
-
The results of Paris training agency (Aston and SQLI).
-
A price supplement related to the “Group training” turnover growth.
Other investments related to assets acquisitions have been made in 2009, amounting to 2,8 M€
compared with 2,4 M€ in 2008.
5.2.2 MAIN CURRENT INVESTMENTS AND FINANCING STRATEGY
Excepted for the possible price supplements exposed above, the company didn’t commit to start or
carry on any investment made in 2010 or in the following years. The current investments related to
ICT and fixture equipment replacement should not exceed 1,5 M €.
In order to make these investments, the company will use part of its available cash flow which
amounts to 9,8 M€ at 31 December 2009. The Group financial structure is very healthy: The
consolidated own equity amounts to 55,4 M €, available cash flow to 9,8 M € (financial debt
excluded), net cash flow to 2,2 M € at 31 December 2009 (compared with 56,1 M € of own equity,
12,8 M € of available cash flow and 3,2 M € of net cash flow at the end of 2008).
5.2.3 INVESTMENT STRATEGY AND FIRM COMMITMENTS
As explained above, SQLI main investments are related to its external growth, with the acquisition of
companies and the payment of price supplements related to former acquisitions. The group can also
invest for its internal growth, developing for instance projects abroad, as it did in Oujda.
However, and given the many acquisitions made during the last years, the company wants to
consolidate its position on the purchased companies markets and to focus on their integration in order
to perfect their complementarities.
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CHAPTER 6
GENERAL SURVEY OF THE COMPANY ACTIVITIES
Created in 1990, SQLI is among the French leading SSII companies (computer service firm),
specialized in the new information technologies. The company’s turnover in 2008 amounted to
157 M€.
Since 2002, its differentiation strategy is based on:
-
An industrialization strategy focused on the customer, which combines a high quality
level (CMMI), optimized costs (off-shore) and a knowledge capitalization (standard
solutions).
-
A concentrated agencies network (21 agencies, 10 of which are based in France) and a
closeness with the customer which help to understand specific issues.
-
A solid structure with a continuous improvement of the three main pilars which consist
in the production (CMMI), the relationship with customers (Business CMM) and the
team management (People CMM), and the pure player positionning in ebusiness with a
complete and integrated range of services (Web agency, Counselling, Solutions,
Intégration, etc.).
6.1 MAIN ACTIVITIES
6.1.1 SQLI OFFER
As a computer service firm, SQLI focuses on smoothing the boundaries between its e-business
solutions, consulting, training, integration and certification solutions, and its SAP solutions. The
company also offers solutions focused on specific activity fields: banking/finance, insurance, industry,
private services, public sector, energy, defense, health and real estate.
SAP
E-BUSINESS
SOLUTIONS
CONSEIL, INTÉGRATION, FORMATION ET CERTIFICATION
Business
Intelligence
Conseil
MCO / BPM
Intégration
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Formation
IdeOptima
CMMI
IdeoProject
Innovation
Package Innovation
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SAP – SQLI EOZEN (www.eozen.com)
SQLI EOZEN is the group subsidiary specialized in SAP. It has more than 200 specialized consultants
in France, Belgium, Luxembourg, Netherlands and Switzerland which give the company an
international accompaniment capacity. EOZEN deals with all SAP products and package solutions. It
developed a specialized expertise around SAP and gained very early the statute of « Preferred SAP
Partner » in various fields (SRM, CRM, BI, ERP, NetWeaver, Retail, Utilities, etc.), along with the
value-added reseller (VAR) statute, which enables the company to commercialize SAP licenses on the
midmarket.
SQLI EOZEN products cover almost all SAP possibilities and help to resolve the customers most
complex problems, bringing efficient answer, for any project.
Thanks to its 10-years-long experience in different kind of projects, SQLI EOZEN can quickly
provide package implementations, as well as big projects which require thousands of days and
workers.
SQLI EOZEN follows its customers during the whole project cycle, from its conception to the
implementation of solutions, through the training and the SAP environment maintenance. The
accompaniment can be provided according to the related sectors with specific solutions for every field
(distribution, energy, media, food-processing, collectivities, services, aeronautics, defense, etc.) or
according to the related jobs, covering all the company’s jobs: customer relationship, suppliers, users,
BI, technical architecture, services, production, logistics.
SQLI EOZEN offer deals with the main SAP modules, which are SAP ERP (Enterprise Resource
Planning), SAP CRM (Customer Relationship Management), SAP SRM (Supplier Relationship
Management), SAP BI (Business Intelligence) and SAP NetWeaver.
The accompaniment goes in two directions: A segment accompaniment with specific solutions for
every field (distribution, energy, media, food-processing, collectivities, services, aeronautics, defense,
etc.) or according to the related jobs, covering all the company jobs: customer relationship, suppliers,
users, BI, technical architecture, services, production, logistics.
SQLI EOZEN references include:
SIDEL: SQLI helps SIDEL to carry on the evolution of its business model and to implement SAP
CRM solution in about thirty countries, in order to guarantee customers follow and actions
planification, from the call to the call center and the invoicing.SIDEL can then focus on quality and on
the creation of new services: a challenging project of more than 2000 d/m on 2009 to be continued in
2010.
SPIR COMMUNICATION: SQLI created a CRM iPhone application including the key functions of
SAP CRM: appointments management, activities reporting, customer contacts and prospects
management, etc.
DIRECT ENERGIE: The group achieved the entire migration of DIRECT ENERGIE information
system to SAP ERP ECC6 and the integration of SAP CRM 2007. This migration, achieved with very
short deadlines, allowed the company to grow from 80 000 to 500 000 customers today.
SQLI SAP offer improved with the acquisition of:
CLEAR VALUE in December 2006: SAP specialist in new technologies based on NetWeaver, BW,
SRM and CRM, which help improving business processes: purchasing, financing, selling, marketing,
etc.
EOZEN in December 20O7:upmarket consulting firm dealing with all SAP offers with strong skills in
retailing industry, media and energy distribution. The company operates in Luxembourg, Belgium,
Netherlands (it’s one of the four main SAP actors in these three countries) and France.
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The group legal chart is detailed in Chapter 7. « Organization chart ».
E-business: SQLI Agency
Since Internet exists, SQLI Agency has been studying internet functions, experimenting the
technologies, and integrating them to its customers offer, in order to innovate and help them create the
best possible digital environment. The exponential development of Internet shows the emergence of
new customs in consuming and information processes. SQLI wants to extend the digital experience:
interactive communication transforms itself to take multiple faces: its becoming an ubimedia (word
used by Adam Greenfield to refer to the omnipresence of computer science in his book EveryWare)
SQLI Agency represents 200 Web specialists: consulting, creation, solutions and more than 60
consultants who master Internet customs and brand stakes, in 4 agencies in France: Paris, Lyon,
Nantes and Sud. SQLI Agency also has a dedicated website: www.sqliagency.com.
SQLI Agency offer consists in 4 modules: E-Communication, E-Commerce, Entreprise 2.0
(corporation) and mobility
Table 17. SQLI Agency offer
ECommunication ECommerce Corporate site Rich commerce Events organization Social shopping Media planning Personalization News website Private sales Recruitment campains... Recommandation motors... Company 2.0 Mobility Collaborativ Website design/mobile applications Intern social networks Mobile advertising Knowledge management Banners and flags on WAP operator portals Change management Web/TV campaign relay Application tools and e‐RH... Push SMS/MMS and TV 3G spot Ringtones, answering machines, Screensaver, MP3, Advergaming... SQLI Agency last commercial successes are:
TER SNCF: The new website created by SQLI Agency allows TER SNCF to offer more services to
the customers becoming more and more (itinerary search, updated price calculation, local cultural
events, etc.) Its modern design and ergonomics improve the user experience: since the website was put
online, the visitors number significantly increased: from 42.000 to more than 67.000 visitors/day.
GEANT CASINO: After having designed the company website: www.geantcasino.fr, SQLI Agency
took care of the creation of the e-commerce website (www.mongeantcasino.fr) and of MultiTouch
interactive terminal developed in Silverlight 3 on Windows 7. The whole device has been working
since September 2009.
TF1: Reengineering of Teleshopping.fr e-commerce website. SQLI Agency was in charge of applying
and guaranteeing the graphic charter, design conception, html and flash of teleshopping.fr. SQI
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Agency also performed the functional, technical and development design with Magento solution and
took care of the base maintenance and progress.
SNCF: On the occasion of SNCF MultiTouch contest, SQLI Agency designed the “Revolution”
prototype, an interactive touch-sensitive terminal built with Adobe AIR 2.0 technology, which offers a
good train tickets purchase experiment to the website users: The ticket terminal has a new creative
ergonomic interface and offers many touch-sensitive options which help to choose the ticket criteria
that can be modified at any moment. The design and the ergonomics are practical and intuitive. The
terminal is totally adapted to its use function. The « Revolution » project won the contest.
PAGES JAUNES: SQLI Agency iPhone application is often among the first apps to be downloaded on
Apple Store: already more than 1 million users. After the transformation of PagesJaunes.fr started in
2007, SQLI Agency created the whole online directory nomad network: nomad website v1 and v2,
iPhone, Androïd and Windows apps…
Pages Jaunes, the 4th most visited French nomad website with 14 millions of visitors since it
was created in December 2008, had its iPhone app downloaded by more than 1million users.
MAAF: SQLI Agency created the “Assistant Accident” iPhone application for MAAF. The simple,
user-friendly and ergonomic device helps Apple smartphone users to access to new exclusive services
in order to help the accident victims to handle the situation: Emergency directory with all kind of
useful numbers; security guide to learn how to react in case of accident; drafting and mailing of the
accident report (with photos) to the MAAF consultant to be quickly taken care of, agency research
through geolocalization...
ALPTIS: Creation of the “c-ma-santé” nomad application which helps the user to calculate the amount
of the Social security reimbursements related to his health expenditure. “C-ma-santé” also allows to
wisely choose a mutual insurance company and to obtain a quick quote. The future application update
will help Apple smartphone customers to access to new exclusive services.
Meilleur Mobile: Restructuration of the ordering process of www.meilleurmobile.com e-commerce
website. The main challenge was due to the complexity of the advertiser’s ordering process. The
company originally offered more than ten products which have been reduced to three main products
with a different ordering process for each: mobile phone, subscription, and mobile phone with
subscription. Result: orders increased by 10% to 30%.
SQLI Agency also worked with: Relais & Châteaux, Corsica Ferries, DGA, Renault, NRJ Mobile,
Mairie de Paris et AG2R-La Mondiale.
SQLI.Commerce
To the companies who want to create an efficient trade website, SQLI offers a customized marketing,
ergonomic and creative support with its new SQLI commerce program. It includes owner or open
source technical solutions which are adapted to the company IS and to any e-commerce project size,
an innovative eye-tracking technology able to test the visual route of an internet user in order to
correct the elements making understanding and purchase too complicated, an implementation of
« Web 2.0 » concepts, a « Rich Commerce » trade process which uses the potential of complex
interfaces in order to promote the products.
In order to guarantee a lasting support, SQLI commerce offers a monitoring through performance,
with the creation of key-indicators to measure the efficiency of the trade process and to optimize a
long-term return on investment. Relying on CMMI approach, the deployment procedure of every
project allows the customers to benefit from a real synergy between their online shopping website and
their distribution network. This new offer was presented at the e-Commerce faire of Paris.
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Consulting, integration, training and certification
Consulting (SQLI URBANYS, SQLI ALCYONIX, SQLI CONSULTING)
SQLI consulting center advises the functional boards (Governing board, Computer system department,
Quality department/ Methods and operating department), especially regarding the following elements:
La conduite de projets stratégiques de mise en œuvre, d'optimisation et de modélisation de
processus métiers et IT (Technologies de l’Information);
-
-
Strategy projects of implementation, optimization and modelization of IT processes;
-
Improvement of the performance, the flexibilty and availability of the systems in order
to anwer new services commitments demand;
-
Adaptation of the customers IT to the standards of business flexibilty required by
guaranteeing a strong and open information system;
-
Convergence between SAP and the web technologies;
-
Implementation of KPI (Key Performance Indicator) and company management tools;
-
Innovation for customers to help them anticipate the technology progress and their
investments.
SQLI consulting center consists in 4 departments made of 3 units: SQLI URBANYS
(www.urbanys.fr),
URBANYS (www.urbanys.fr), SQLI ALCYONIX (www.alcyonix.com) and SQLI CONSULTING:
- Governance / Urbanization
- SQLI URBANYS is dedicated to consulting for Governance/urbanization and CAM
assistance. It helps its customers in adapting the information system to the job objectives thanks
to a good knowledge of the applicative goods, the identification of projects risks and impacts,
the management of a coherent and shared dialogue between the jobs and IT. SQLI URBANYS
helps its customers with the job process modelization, the information system urbanization and
the project/portfolio management. SQLI URBANYS has 50 specialized consultants who can
operate on short missons (5 to 10 days) or on a several years accompaniment.
- CAM assistance
- Specialized in CAM assistance and Governance/Urbanization consulting, SQLI URBANYS
helps its customers with applying their job strategy within the information system evolution.
The consultants are specialized in CAM (BPM, BPR, needs identification, revenues, change
accompaniment, project monitoring, etc.), and know the procedures and tools ((CMMI, 6sigma,
BSC, Mareva, UML, PMP, ARIS, Clarity …) needed. SQLI URBANYS offers 3 kinds of
services: operating accompaniment of projects, improvement of CAM use and training to CAM
management.
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- Improvement of processes and industrialization
- SQLI ALCYONIX is dedicated to the improvement of processes and industrialization. Its
team is made of A, B and C SCAMPI experts and CMMI instructors authorized by the SEI.
SQLI ALCYONIX deals with all the improvement cycle phases: sensibilization, training, audit,
strategy advise, support for implementation, assessment, etc. In 10 years, ALCYONIX trained
more than 2 500 persons on 4 continents, helped more than 60 organizations in their
improvement process, and made more than 80 official CMM and CMMI assessments.
- IT consulting
- SQLI CONSULTING is dedicated to It consulting. It helps the customers to anticipate the
technology progress and to adapt the system to the business needs. SQLI CONSULTING has a
specialized knowledge of Java/J2EE and Microsoft .NET platforms as well as a strong
experience with customers in various filds (banking, industry, transport, public services, etc). It
also has strong partnerships with major actors on the market.
The past activities of the Consulting unit are for instance:
-
An expertise mission for the monitoring and the project governance for Société
Générale Corporate Investment Banking. This mission helped to improve the methods
and the group customs: SGCIB projects are chosen according to precise criteria
(priority, complexity) and the accompaniment helped the project managers to
understand the procedure, the governance rules and the key practices they have to
respect.
-
The accompaniment by SQLI ALCYONIX of the DSI of RBC Dexia Investor Services
bank in its continuous improvement process with the objective to offer a systematic
guarantee of result on IT projects. After 18 months of optimization and deployment of
the best practices and CMMI assessment, RBC Dexia obtained CMMI level 2
certification.
The other missions have been made for Yamaha Motor France, la Trésorerie Générale du Royaume du
Maroc, la Gendarmerie Nationale, Casden and BNP Paribas BDDF.
Integration / CMMI
SQLI Integration has developed an expertise on the main environments: Java/J2EE, .NET, Open
Source, etc. It’s also one of the frst to industrialize services with CMMI: SQLI was the first European
SSII to reach CMMI level 3 and the group is currently implementing level 4 and 5 in its agencies.
SQLI has become a specialist in package project with a result obligation: 100% of package activity are
assessed with CMMI level 3, which gives to the customers a guarantee of:
-
Development quality Qualité des développements;
-
Users satisfaction;
-
Respect of costs and delivery deadlines on big projects
After more than 7 years of CMMI continuous progress, the quality of SQLI Integration projects gives
an anticipated and systematic control of the demand, the risks, the deadlines and the budget for each
engineering package project given by the customers. The integration unit is also working together with
SQLI ALCYONIX (mentioned above) on all industrialization processes improvement projects.
Furthermore, the IdeoProject portal, a key tool of SQLI industrialization, gives a good visibility to
customers on the progression of the project: all package projects are made in an open manner for a
better control of the decision-making, and respecting the customer’s needs.
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The company gives therefore a systematic result guarantee on all high value added projects, through
specialized service centers:
-
Tierce Maintenance Applicative (TMA);
-
Tierce Recette Applicative (TRA);
-
Off-shore centers;
-
Open Source, etc.
In addition to CMMI and package projects, SQLI integration unit offers a TMA&TRA solution for
Internet, Intranet and Extranet websites, which is completed by hosting centers and SQLI Agency to
offer a global solution, in order to optimize the maintenance costs while keeping high quality services.
Furthermore, SQLI CDSi, dedicated to industrialized services centers, give the Information system
directions a better management of their legacy application, while strengthening their ability to adapt to
the job units strong needs, all this with a limited budget.
The previous missions of SQLI Integration unit are:
ARMEE DE L’AIR: Creation and implementation of CLOE 2.0 Corporate portal for the benefit of
60 000 users. Chosen for its functional quality, reliability and progress, Alfresco solution is linked to a
Liferay portal and a groupware (shared schedule, task management…). This solution allows users to
boost interchanges with new components (wikis, blogs, forums, RSS feed...) and to share documents
and schedules related to common projects.
DISCOUNTEO: Migration towards Discounteo.com e-commerce website Magento. Discounteo.com
website was created by SQLI. Online since March 2009, it received more than 20 000 visitors/day in a
three month time. Discounteo.com is hosted and controlled by SQLI within the company Data center,
providing for a highly available technical architecture (load distribution and fail-safe redundancy).
MOROCCAN MINISTRY OF EDUCATION: The group carries on 3 strategical projects for the
ministry:
The creation of a Service Center to support the Ministry on many other fields, such as the
school education IS urbanization, a PMO creation…
The creation of School Education Department IS construction which are registered in the
Emergency Plan,
-
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The CAM assistance for the creation of an IS for Education Management.
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CR MIDI-PYRENEES: Creation of the "Public Information Service" (PIS) solution, a web platform
including many pieces of information, services and distance procedures which allow people and
companies to simplify, centralize and follow their administrative requests thanks to a unique front
office. In time, the PIS will be interoperable and almost all business applications will be daily used by
their agents.
INFO.DB: The editing company decided to rely on SQLI Industrialized Service Center with two
objectives: Strengthening its production capacity focusing on quality, reliability and deadline
compliance and improving project management processes.
The Integration unit also worked with: BNP Paribas, Renault, Ataraxia, Casden, Banque de France,
Transports Alloin, Gendarmerie Nationale et Relais & Châteaux.
MCO / BPM - IdeOptima
The MCO unit (Operating condition maintenance)/BPM (Business Process Management) is
developing a job and NIT expertise in order to improve the quality of its customers strategic assets.
SQLI MCO / BPM unit has more than 15 years of experience in MCO processes control, of SLI
techniques and of NIT which gives him a leading position in the logistic information systems and
BPM processes sector.
SQLI MCO / BPM is offering three services which are complementary with IdeOptima solution: an
integrated solution of management support for the systems evolution and the monitoring, and for the
equipment being used:
Optimization of the operative availabilty of strategic assets with an efficient information system in
order to:

Control the referential and the business processes;

Improve the operative availabilty;

Improve the cost/efficiency performance of the company’s assets.
-
Control of the link « Business/ Information System » and the company referential through the
processes
-
Create a coherence between the business vision and the information system vision with wellorganized methods in order to consolidate a shared and controlled MOA/MOE vision of the
needs to satisfy.
-
Expertise around the business applications:

Integrate the software package in the company’s information system;

Make the software package useful for the business users;

Guarantee the project success;

Guarantee the MCO/TMA at SI level;

Carry out the versions migrations on applications such as CAMM (computer assisted
modelling management), PLM (Product Lifecycle Management), ECM (Enterprise
Content Management), ERP (Enterprise Resource Planning), etc.
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The previous missions of SQLI MCO / BPM are:
MINISTERE DE LA DEFENSE: The production of the information system for the delegated project
management of the aeronautic MCO in order to improve the operative performance. Comp@s system
will help to coordinate all the activities related to the operating condition maintenance of all the
Ministry of Defense aircrafts in order to improve their operative performance and the cost/availability
ratio. 4 covered fields: technology, logistic, finance, piloting and 1 unique access portal with
IdeOptima SQLI solution. More than 80 business processes, 6000d/m during 3 years.
The conception and development of Sagess Syracuse management system, which enables the
MOSSYR (Syracuse system management) to master the operative availability of its Syracuse
telecommunication satellite program stations. IdeOptima solution helped in the processes
modelization, the tools qualification, the licenses supply, the applications integration and the users
training as well as the global maintenance of the system.
SQLI MCO / BPM also worked with Kéolis and Saint Exupéry Lyon Airport.
Business Intelligence – SQLI NewBI
SQLI NewBI, dedicated to Business Intelligence, helps the customers to conceptualize their business
process and to quicky produce strategy tools for the optimization of their management.
SQLI NewBI operates in 4 big expertise fields:
The management of the performance with a well-equipped procedure;
A well-equipped procedure enabling to macro-modelize the business and support process, and to
concive the Analythic information system needed to measure the performance.
The industrialisation of the BI production: Services and Offshore centers;
The Information management through data quality (Enterprise Information Management, EIM) which
consists in strategies, practices and technologies allowing to organize integrated, updated and reliable
information to support the company’s decisions.
The Business Intelligence Communicante 2.0, fundamental element of a collaborative management.
The Business Intelligence Communicante will give to the decision-makers ergonomic, intuitive and
reactive solutions in order to accelerate the decision process. The interface is more dynamic and gives
to the decision-maker all the information he needs to make easier the analysis, at any moment and
anywhere.
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SQLI NewBI previous missions are:
SANOFI PASTEUR: The conception of an ergonomic, flexible and evolution reporting tool which
covers 100% of reporting ordinary needs of Sanofi Pasteur.
SG EQUIPEMENT FINANCE: The implementation of a consolidation and reporting system in
compliance with Bâle II risk management dispositive for SG Equipement Finance. SQLI used IBM
ETL DataStage PX in order to collect, integrate and transform huge amounts of information. SQLI
developed a power core based on modules which carry out various technical and functional controls.
The system is consolidated by an important traceability system, a precise handling of incidents and
cancellation mechanisms in case of fault.
SQLI NewBI also worked with: Davigel, Promologis, Cap-TV et le CHI d’Elbeuf.
Professional training: SQLI INSTITUT (www.formation.sqli.com)
Presentation
SQLI INSTITUT is dedicated to professional training. Created 5 years ago, SQLI INSTITUT consists
in:
8 subsidiaries covering the whole project cycle;
172 training modules, 53 of which are new;
13 training centers in France, Switzerland and Morocco; certified animators and centers (Microsoft,
Adobe, Business Object);
More than 150 specialized consultant-trainers which provide consulting missions and training
organization in order to offer customized trainings.
The training is exclusively made and given by consultants-trainers belonging to the company, and
benefit from the capitalization of their experience and the technology watch works carried on by the
company. Each of them is specialized in his field.
Being recognized as an expert, SQLI INSTITUT aims to help the firms and their administrations in
transforming their information system.
Focus on the new trainings
All the training exposed in the new 2009 catalogue proves the Institute will to innovate in terms of
tools and procedures in order to offer its customers a high value-added product, thanks to an updated
and quality training: through personalized inter and intra-company offers, SQLI INSTITUT offers
packages which adapt to every company needs, for beginners and advanced users.
In order to meet the customers new business needs and issues, the new 2009 trainings catalogue offers
a new solution dedicated to innovation, along with 53 new training modules in various fields such as
information system management, RIA technologies, governance, Innovation, Open Source:
A new course totally dedicated to Innovation: in order to help companies creating their own
innovation process and benefiting from the promising trends, technologies, and internet perspectives:
SaaS (Software as a Service) & Cloud Computing, Web 2.0, Enterprise 2.0...
Governance and process improvement: in order to help the information system managers to meet big
challenges such as ROI (Return of Invoice), cost control, commitments respect and business
objectives.
Beyond its well-established expertise with CMMI process improvement, declined in various upscale
trainings (model fundamentals, computer project implementation, assessment procedures…), SQLI
offers new courses in SI governance field: urbanization, DSLI referentials, COBIT (Common
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Objectives for Business Information Technology), ITIL (Information Technology Infrastructure
Library), etc.
Quality of the user interface: in order to offer ergonomic and attractive interfaces, even for complex
applications. SQLI INSTITUT offers new trainings focusing on new RIA technologies: Flash,
Flex/AIR ou encore Silverlight...
Open Source: Thanks to its compliance with professional standards in terms of technical and
functional coverage, and software and support quality, Open Source is now ready. SQLI INSTITUT
completed its offer by preparing new trainings focusing on CMS Drupal, e-commerce tools , Magento
and SugarCRM.
Beyond the progression of technology and methodology trainings, in 2010 SQLI INSTITUT offers
new trainings on:
Liferay / Alfresco;
Google Apps;
Adobe / Adobe Air / Adobe Lifecycle;
Windows 7;
Sharepoint 2010.
SQLI INSTITUT has two dedicated websites: www.sqli-institut.com and www.aston-ecole.com.
The training pole expansion was strengthened in June 2009 with ASTON EDUCATION takeover.
Solutions
Among the leading companies in e-business solutions, SQLI also offers package solutions online
services. These package solutions include IdeoProject (exposed above in paragraph
« Integration/CMMI », IdeOptima (exposed above in paragraph « AM/BPM-IdeOptima », Dataroom
Virtuelle and IdeoSanté.
DataRoom.fr
SQLI developed www.dataroom.fr service platform in order to answer the safe organization of
confidential documents exchange issue met during industrial and strategic assets transfers, real assets
transfers, mergers and acquisitions, financing researches, due diligence, auctions, IPO and LBO.
Dataroom.fr, a full Web solution of made-to-order services, is available as a package service rental.
This quality guarantees a fair price for occasional or recurrent needs.
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SQLI worked with Gide Loyrette Nouel law firm, specialized in assets transfer, in order to develop a
Data Room Virtuelle project, and to train the users. The company also worked for Linklaters, DTZ,
Predica, Savills, CBRE, IVG, Panhard Développement, Groupe Léonard de Vinci, NAI Evolis,
Catalyst Capital, UFG, Lacourte Balas & Associés Avocats.
A full web and customized service solution, www.dataroom.fr allows to quickly manage electronic
dataroom projects and guarantees an intuitive interface with Web 2.0 drag/paste functions,
question/answers modules, new documents creation alerts and a statistics and consultation control
panel.
www.dataroom.fr also offers all kind of services related to DataRooms electronic procedures such as:
-
Support by a sole correspondant during the whole project
-
All digitization and scan services
-
Upload of documents in the system
-
Assistance and tout au long de votre projet
IdeoSanté
IdeoSanté is at the center of the Health Information systems thanks to a range of 3 solutions, relying
on a high-techonology support: IdeoIdentity server, which guarantees a total interoperability with all
the applications participating in the follow-up care of the patient. IdéoIdentity Patient Identity server is
the only solution which is totally in compliance with IHE-PIX, HL7 integration standards.
IdeSanté offers three main solutions:
“IdeoSanté Regional platform”; a perfect solution for the medical data transfers between professionals
which offer a unique expertize in the« DMP Ready » platform creation. It enables to exchange the
medical date between all the actors of health-care in a region, in order to create a national DMP.
“IdeoSanté Réseaux de Santé”; a solution for the coordinated follow-up care of the patient enabling to
create specialized files for health networks; this solution enables to perfect the therapeuthic procedure
and the continuity of care between different services.
“IdeoSanté SI Clinique” is an extended range of solutions for institutions focusing on the health care
process for a better quality of the follow-up care of the patient, from his admission to his leaving.
SQLI NewBI previous missions are:
AP-HP: IdeoIdentity implementation in 39 institutions of Assistance Publique - Hôpitaux de Paris.
IdeoIdentity patient server, already working in 9 regions, has also been chosen this year by AP-HP for
its 39 institutions. The server allows to automatically merge individual files registered in different
hospitals in order to eliminate doublets. The challenge consists in dealing with such volume: with
more than 18 million individuals to handle, the performance and reliability of the data processing
(doublets, homonyms…) are strategical.
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6.1.2 INDUSTRIALIZATION OF SERVICES
By creating its own offshore subsidiary in Morocco in 2003, SQLI wanted to strengthen its
industrialization strategy with an improvement in quality, productivity and competitiveness thanks to
CMMI. This off-shore model which combines industrialization of services and closeness with
customers, has been confirmed by many commercial successes and by the reward in 2006 of CMMI
level 3 certification for the Rabat off-shore center, first and only francophone center to reach this
quality level. The off-shore activity is a real opportunity of computer development cost cut and
enables the companies to better control their new budget needs.
SQLI offers its customers competitive solutions, made in Morocco, while guaranteeing a total quality
control of its development.
SQLI announced in 2006 its project for SQLI MOROCCO to build an offshore platform in
Mohammed 1er university campus in Oujda, Morocco. This technology campus of 6000 m² will
include:
Software development units organized per business units and/or customers, relying on R&D works in
order to offer advances solutions, adapted to the big international customers specific needs;
A training center based on quality methods, tools, and standards for the new users. It’s also a platform
for continuous improvement of work partners knowledge and for skills sharing for the whole group;
A R&D laboratory whose main purpose is to identify the future Open Source applications (CMS,
collaborative work, identity and security…) and to develop new components which come to improve
the best groups.
Considered as a strategic asset for the group, Oujda technology campus will be ready soon. Located
close to the ENSAO (1st engeneering school in the eastern part of Morocco), this campus will
represent 500 Internet technologies specialists on the long term. This project is made in partnership
with Oriental region and Mohammed 1er University.
SQLI has its own development centers in Morocco (Rabat, Casablanca and Oujda), which represent
more than 185 partners who work closely with all the agencies. Like all SQLI agencies, the offshore
centers follow CMMI quality approach and all the other processes and approaches of the company.
For instance, Rabat center obtained early 2006 its CMMI level 3 certification.
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6.1.3 NEW
PRODUCTS AND SERVICES
Package innovation
Since October 2008, SQLI offers a complex approach « Le Package d’innovation » which favors the
creation and development of solutions, services and products which are innovative and create added
value for the customers. Following its quality approach started in 2002, SQLI launched in 2007
« 6mmxprogram » an internal industrialization program for Innovation within the group.
Following CMMI approach, 6mmx is a collaborative approach with the objective to create best
practices enabling SQLI to create, experiment and offer its customers new and advanced solutions,
services and products. After the successful start of 6mmx, SQLI offers its customers its new « Package
d’innovation » in order to share its experience and anticipate on the competitors, while benefiting from
a structure which helps to revitalize their innovation and to create new high value-added services.
The « Package d’Innovation » has 6 modules:
6mmx ideas to favour the emergence of innovative ideas
6mmx ideas helps the company partners to offer online or during thematic brainstormings, new ideas
which will be valuated and graded by the community. The most innovative and relevant will be
experimented with 6mmx labs approach.
6mmx labs to experiment innovative ideas.
6mmx labs consists in three key stages: (i) the birth of the original idea and the definition of an
experimental protocol, (ii) the conception and production of a prototye and (iii) the experimentation
with a representative users sample, followed by a detailed report. At the end of this stage, the
innovation is validated or unvalidated and produced within the organization.
6mmx foundation to boost the production of the innovative product
This module aims at implementing a technology platform, with links to the IS, enabling to accelerate
the realisation of innovative projects.
6mmx coaching to monitor the innovation according to a « desing to cost » approach .
All the experimented ideas are not always produced; this is why it’s better to limit the costs. This
module teaches the best practices for the innovative program global management, in terms of cost
reduction, cost control, and investment optimization.
6mmx answers in order to have a direct access to SQLI specialists.
With a subscription system, SQLI offers its customers a direct access to its technical and functional
experts, and to its e-business specialists in order to give a quick and qualified answer in about 48
hours, to a specific issue. This approach is completed by 6mmx trends module.
6mmx trends gives access to all SQLI watch
Also with a subscription, SQLI offers its customers an access to all its watch and capitalization data,
which are constantly updated: white papers, thematic and sector studies, articles, writings, blogs,
conferences, etc.
In October 2008, SQLI signed a partnership with Google Enterprise in order to support its customers
in the implementation of Google Apps platform, in order to create added-value and a best cost control.
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6.2
MAIN MARKETS
SQLI operates in the software and computer services market, mainly in France. The French market
represents about 42 billions of euro in 2008 and about 40,5 billions of euro in 2009, with a decrease of
about 4% due to the global economic situation (Source: Syntec - Logiciels & Services en France
Perspectives 2010 - Wednesday 1er April 2010). The sector employment rate is about 365 000 people.
The Software and Services Sector got 5 times bigger in 20 years (1988 - 2008) with an annual growth
3 times higher than GDP’s for this period.
Table 18. Growth of software and IT services per sub-market between 2007 and 2009
30,00
25,00
+5 % ‐4 %
20,00
2007
15,00
+6 % ‐2,5 %
2008
10,00
2009
+7 %
‐7 %
5,00
0,00
Conseils & Services Informatiques
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This sector is a strategic one for the French economy, representing a competitive and innovative
market. The French market accounts more than 21.300 companies for three different actors:
Table 19. Market distribution in 2009(40,5 milliards d’euros) per actor
The main customers are the industry market which absorbs 35% of the demand, and the software
publishers market with 29% of the demand, followed by the banking sector, transports and other
services. The banking and industry sectors, two good consumers, suffer from the current economic
crisis. (Source: Syntec - Logiciels & Services en France Perspectives 2009 - Wednesday 1er April
2009).
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Table 20. Distribution of the market in 2008 (42 milliards d’euros) according to customer
markets
The Syntec expects a limited growth of 1% with a global turnover of 41 billions of euro in 2010 . The
sector should gradually start again to grow with a negative growth in the first semester and an
expected recovery in the second semester. The share of “Consulting and ICT services” will increase
more slowly than others, i.e. 0,5% compared with +2 % and +1 % of expected growth for “Software
editing” and “Technology consulting”.
According to Xerfi more optimistic study of December 2009 on “ICT activities”, the secteur would
grow by 4,8% in 2010.
Table 21. Anticipated growth of Consulting and Computer services sub-segments in 2010
(source: Syntec)
Growth rate expectations for 2010 Consulting +0 % Projet & Integration +0,5 % Development and technical support +0,5 % Applicative data management +2 % Facilities management +1 % Consulting and computer services +0,5 % However, and despite the expected stabilization of the software and services French market turnover
in 2010, some activity sectors will remain competitive.
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According to the Syntec, the sector managers expect an increase in order books and the acceleration of
decision-making processes but they are also worried about the prices.
In France the stabilization situation will reduce the sector recruitment capacity but will allow actors
like SQLI to benefit from qualified work at a lower cost than the previous years.
6.3
EXCEPTIONAL EVENTS THAT INFLUENCED THE COMPANY BUSINESS
Year 2009 was hit by a deep economic crisis which did not spare the computer services sector.
According to the Syntec, the market activity fell of about 2 to 3%. The development and technical
assistance sector, which is one of the group's markets, has been strongly hit (-6%). This crisis is one of
the factors leading to the degradation of the group main indicators: Turnover down by 3,4 % at
constant perimeter, employment rate down by 78% compared with 80% in 2008, basic daily rate of
467 € compared with 481 € in 2008) and first operating loss since 2002.
The group restructuration started in 2008 and carried on in 2009 also affected the profitability of its
activities. In 2005 the group launched a takeover plan in order to increase the share of added value
activities compared with traditional engineering (Consulting, Solutions and Web Agency represented
10% of the business in 2005 and 46% in 2009). The group had to carry on its transformation and adapt
the agencies reorganization, the management teams structure and the commercial know-how to this
new dimension. Such deep changes can’t be done smoothly and affected temporarily the group
operating organization.
6.4
SQLI DEPENDENCE
6.4.1 UPON PATENTS, LICENCES AND OTHER
The company is not dependent on any patent or licence really essential to its activity.
Technology-related risks are detailed in paragraph 4.1.5 « Technology-related risks » and risks of
dependence upon patents, licences and other are detailed in paragraph 4.3.5 « Risks due to dependence
upon patents and licences ».
6.4.2 UPON INDUSTRIAL AND COMMERCIAL CONTRACTS
Customer-related risks and commercial contracts-related risks are limited, as there is no existing
customer representing more than 4% of SQLI turnover. Customer-related risks are detailed in
paragraph 4.1.1 « Customer-related risks » and risks related to the package projects are detailed in
paragraph 4.3.1 « Legal risks ». The company situation is also exposed in Chapter 22 « Main
contracts » after some important contracts have been signed in 2008.
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6.5
THE COMPANY COMPETITIVE ENVIRONMENT
During last years, the organic growth supported by many external growth operations have created a
real change in dimension. this size change places SQLI among the leader companies on the internet
technologies services market. This change of dimension is supported by a strategy started in 2002 and
focusing on:
An industrialization strategy focused on the customer, which combines a high quality level (CMMI),
optimized costs (off-shore) and a knowledge capitalization (standard solutions).
A concentrated agencies network (20 agencies, 11 of which are based in France) and a closeness with
the customer which help to understand specific issues.
A solid structure with a continuous improvement of the three main pilars which consist in the
production (CMMI), the relationship with customers (Business CMM) and the team management
(People CMM), and the pure player positionning in ebusiness with a complete and integrated range of
services (Web agency, Counselling, Solutions, Intégration, etc.).
SQLI is keeping its leading position among Internet technologies specialized firms thanks to the
following competitive advantages:
A recognized expertise in the Internet/ e-business sector
Anticipating the trends, developing a leading-edge assessment in order to guarantee reliable
and perennial solutions. From the beginning, SQLI group carried out an intensive surveillance
strategy and an active policy of Research and Development and training. SQLI has been
among the first firms to use Internet in 1995 and is by now seen as a technological leader.
Thanks to its specialized experts, SQLI offers its customers a complete range of solutions
associated with a perfect mastery of each technology. SQLI experts give regular interviews in
the specialized press with more than 400 articles in the media each year; they play a major
part in popularising the internet discoveries (web, 2.0, SOA, CMMI...) throughout the
publication of official reports, seminars, web logs or published books.
An extended agencies network:
SQLI group is the only specialized company to have such a big agencies network. This
network has for a long time been penalizing the group profitability, but it has by now
become profitable and takes part in the turnover growth and the margin improvement.
Thanks to their nearness to customers, regional agencies have gained more customer
loyalty than Parisian agencies that have to cope with a harder competition due to a higher
number of operators.
Moreover this nearness is a main competitive asset in the invitation to tender from local
authorities and administrations of the region: as a local service provider, SQLI agencies
are well located to get contracts since they do not have to include travel expenses in their
offers. Local authorities also appreciate to work with a local service provider likely to
offer a better quality service.
For national major accounts such as La Poste (Paris, Bordeaux, Montpellier, Nantes),
Sanofi-Aventis (Paris, Lyon, Toulouse), SQLI presence in many geographical locations
allow to meet their global expectations.
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CMMI quality and ability to deliver projects
The “Computer” function reached complete maturity and has to meet higher performance
expectations both in terms of investment and result. The company wants to focus on cost
reductions by better mastering package projects. This improvement must integrate a
better fabrication process of computer projects. The CMMI (Capability Maturity Model
Integrated) model is by now a reference in computer projects achievement. SQLI has
been a precursor and has integrated CMMI model since 2002. The company can today
rely on a 5 years experience in the achievement of such an improvement model.
Throughout the projects by them ordered, customers perceive the advantages brought by
CMMI in the project achievement and especially in the pragmatic vision embodied by
SQLI. By keeping on investing in CMMI, SQLI will succeed to keep its lead and its
image of pioneer in software quality in France and abroad.
CMMI approach gives a better mastering of package projects (average 50% of the
turnover), which lead to a regular improvement of package projects and the deployment
of CMMI model goes along. The improvement processes allow to reduce the excess rates
of days/man for package projects.
Big package solutions catalogue
Thanks to CMMI, SQLI has been able to optimise its technology capitalization. By
capitalizing on its best achievements, SQLI has developed a new method that consists in
associating software components covering a big part of customers’ needs, and advisory
services given by consultants who perfectly know the customer job. This economic
approach brings a margin improvement for SQLI, as a part of the price is for a using right
of existing developments. The “solution” approach also helps to become differentiated on
the market and to show SQLI know-how in specific fields.
IdeoCMR (solution of traceability and management of risks of exposure to chemical and
biological products), IdeoReport (solution of web reporting that makes easier the
diffusion of instrument panels in the firm. This tool also allows an advanced integration
of office tools) and Borneo (solution of development industrialization that makes easier
the use of Java, enables to accelerate development times and to make applications more
reliable and easier to maintain), along with the solutions described above: IdeoProject,
IdeOptima, DataRoom Virtuelle et IdeoSanté which give to the customers perfect
solutions which can their expectations.
-
French-speaking offshore center
The Offshore sector represents a real opportunity for reducing computer development
costs and enables companies to respond to their new budgetary control constraints. SQLI
offers customers some very competitive solutions, carried out in Morocco, while
guaranteeing total qualitative control of the developments.
SQLI has its own development centres in Morocco (Rabat, Casablanca and Oujda), which
have more than 185 associates working in close synergy with all agencies. Like other
agencies, our centre observes the CMM-I quality approach and all methods and processes
common to the company. The Rabat centre obtained early 2006 its CMMI level 3
certification.
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6.5.1 PERSPECTIVES, STRATEGY AND GROUP PROJECTS
In five years, SQLI successfully integrated 14 acquisitions which enabled the company to strengthen
its leading position on the e-business French market and to develop business solutions (Santé, MCO)
with a high added-value. In 2008 and 2009, the group focused on deeply transforming its organization
for a better use of its potential and know-how. These changes, which were brought during a deep
economic crisis, strongly affected the operating profitability.
In the second half of 2009, the current operational profitability (before free shares and goodwill
depreciation) was better than in the first half (profit of 1,7 M€ compared with loss of 2,1 M€). The
group starts to take advantage of its investments.
After a big takeover plan and despite the loss registered in 2009 in a context of deep economic crisis,
the group managed to keep a solid financial structure and a limited financial debt of 2,2M€ at the end
of December 2009. Given the global economic uncertainty, the company doesn‘t give any expected
sales figures for the next years but expect a gradual improvement of its main financial indicators.
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7 ORGANIZATION CHART
7.1
THE GROUP’S PERIMETER
On 31 December 2009, SQLI holdings are the following:
Table 22. SQLI holdings at 31 December 2009
Name 31/12/2009 Headquarters % of control 31/12/2008 % of interest % of control % of interest SQLI SA La Plaine Saint‐Denis (93) SQLI Suisse SA Lausanne (Suisse) ICONEWEB MULTIMEDIA SAS La Plaine Saint Denis (93) ABCIAL SAS La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % SQLI Maroc SA Rabat (Maroc) 100 % 100 % 100 % 100 % LNET MULTIMEDIA SARL La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % CLEAR VALUE SAS La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % CLEAR VISION INTERNATIONAL SA Luxembourg 100 % 100 % 100 % 100 % CLEAR VALUE France SAS La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % APPIA CONSULTING SAS La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % ALCYONIX INC. Canada 100 % 100 % 100 % 100 % Toulouse 100 % 100 % 100 % 100 % Casablanca (Maroc) 100 % 100 % 100 % 100 % URBANYS SA La Plaine Saint Denis (93) 100 % 100 % 100 % 100 % EASYLINK SARL Paris (75) TUP au 01/01/2009 100 % 100 % SUDISIM La Plaine Saint Denis (93) TUP au 01/01/2009 100 % 100 % EOZEN Belgium SA Diegem (Belgique) 100 % 100 % 100 % 100 % EOZEN SA Strassen (Luxembourg) 100 % 100 % 100 % 100 % EOZEN France SAS Paris (75) 100 % 100 % 100 % 100 % EOZEN Singapore Singapour 100 % 100 % 100 % 100 % GEIE XYPESQLI La Plaine Saint Denis (93) 98 % 98 % NAGA CONSEIL Paris (75) 100 % 100 % ASTON EDUCATION Boulogne (92) 100 % 100 % ASTON INSTITUT Boulogne (92) 100 % 100 % SYSRESO Boulogne (92) 100 % 100 % COGENIUS Boulogne (92) ALCYONIX France SARL ICONEWEB SARL MULTIMEDIA CHAPITRE 7
Maroc Consolidating company 100 % 100 % TUP au 30/11/2009 100 % TUP au 30/11/2009 100 % 100 % 100 % Pas d’activité en 2008 59 / 270
GEIE XYPESQLI was created in March 2008 and is controlled by both SQLI SA and XYPE Ltd. Its
activity started in 2009 with the objective of merging the two companies expertise in order to offer
European companies and EADS group in particular a complete a high-quality offer.
-
Xype is specialized in consulting, integration and training for CAO tools (SolidWorks,
3DVIA, Catia v5...), PDM (Product Documentation Management) and PLM (Product
Lifecycle Management) such as Windchill. Xype will cover the United Kingdom and
Germany markets, while SQLI will operate in France and Morocco.
7.1.1 MOVEMENTS OF PERIMETER
Acquisitions
In 2009, SQLI purchased the two following companies:
NAGA CONSEIL:
With an agreement signed in 31 March 2009, SQLI purchased 100% of SAS NAGA CONSEIL
holdings. Based in Paris, NAGA CONSEIL is a 20 employees firm specialized in SAP
environment.The takeover price amounts to 700 K€ and was paid in cash. A price supplement of the
same amount is set out depending on NAGA CONSEIL results in terms of growth and profitability in
2009 and 2010.
Given the company results in 2009 and those expected in 2010, no price supplement provisioning has
been registered at 31 December 2009.
The company results have been integrated in the group accounts from 1st April.
ASTON EDUCATION: With an agreement signed in 18 June 2009, SQLI purchased 100% of
ASTON EDUCATION holdings. Based in Paris area (Bagneux and Boulogne), ASTON
EDUCATION developed an advanced expertise for trainings on Microsoft technologies and has a
strong relationship with editors. The company and ASTON INSTITUT, COGENIUS and
SYSRESO subsidiaries are part of a group with 12 employees. The transfer protocol sets out a
firm payment of 1.590 K€ in cash and the allocation of 200 000 SQLI securities for 100% of
ASTON EDUCATION holdings. A price supplement will be paid depending on operational
results in 2010-2013: The price supplement estimation amounts to 608 K€ at 31 December 2009.
ASTON EDUCATION entered SQLI perimeter on 30 June 2009.
Universal transfer of assets
In 2009, the following legal transactions, which affected the group perimeter transactions, happened:
Universal transfer of assets of SUDISIM company starting on 1st January 2009;
Universal transfer of EASYLINK assets to URBANYS;
Universal transfer of COGENIUS assets to ASTON EDUCATION on 30 November;
Universal transfer of CONEWEB assets to SQLI starting on 30 November.
CHAPITRE 7
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7.1.2 SQLI ORGANIZATION CHART
Table 23. SQLI legal chart at 31 December 2009
SQLI
100%
ABCIAL
(SAS)
100%
URBANYS
SA
100%
NAGA
CONSEIL
100%
CLEAR
VALUE
FRANCE
(SAS)
100%
ASTON
EDUCATION
100%
APPIA
CONSULTING
(SAS)
100%
100%
99,6%
LNET
MULTIME
DIA
(SARL)
100%
60%
40%
SQLI
Morocco SA
SQLI
Switerland
SA
ALCYONIX
France
(SARL)
20%
100%
SQLI SL
Spain
100%
ALCYONIX
INC
(Canada)
EOZEN
Luxembourg
(SA)
Inc.
subsidiary
EOZEN
Netherland
CLEAR VALUE
France
(SAS)
SYSRESO
100%
100%
100%
100%
FRENCH COMPANIES
CHAPITRE 7
EOZEN
Belgium
50%
GEIE Xype
SQLI
100%
100%
ICONEWEB
MULTIMEDIA
Maroc (SARL)
EOZEN
Singapore
80%
ASTON
INSTITUT
EOZEN
France
(SAS)
100% 100%
100%
CLEAR
VISION
International
(Luxembourg)
FOREIGN COMPANIES
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7.2
MAIN SUBSIDIARIES
All subsidiaries of the SQLI Group have similar business activities to that of SQLI and are therefore
able to offer their customer base the whole range of the group skills.
At 31 December 2009, SQLI consolidation perimeter included SQLI and all the listed companies
presented in the table below which shows the contribution of each of the group main subsidiaries to
the global turnover and the consolidated result, intra-group transactions excluded:
Table 24. Contribution of the group main subsidiaries
31/12/2009 Turnover Subsidiary SQLI Current operational result (In thousands of euro) 31/12/2008 Turnover Net result Current operational result Net result 104.949 ‐3.804 ‐4.490 108.206 2.343 837 GEIE XYPESQLI 2.504 0 ‐1 CLEAR VALUE 9.641 1.015 683 6.782 1.212 846 ICONEWEB 1.655 329 331 ALCYONIX 647 TUP au 30/11/2009 95 58 690 ‐243 ‐205 LNET 378 91 93 543 ‐741 ‐750 URBANYS 1.232 139 90 2.351 ‐156 ‐183 EOZEN 2.378 339 219 5.926 1.320 1.231 NAGA CONSEIL 1.441 ‐3 ‐7 ASTON EDUCATION 770 ‐37 ‐27 ASTON INSTITUT 590 ‐90 ‐58 COGENIUS TUP au 30/11/2009 SYSRESO 232 0 0 124.762
-2.255
-3.440
126.153
4.064
2.107
12.032 ‐78 ‐41 13.290 4.426 4.083 CLEAR VISION International 140 39 29 699 ‐128 ‐161 SQLI Maroc (3) 1.762 204 130 896 ‐2.013 ‐2.024 ‐6 6 ‐2 ‐ ‐242 ‐243 France
SQLI Suisse ICONEWEB Maroc ALCYONIX Canada EOZEN Divers Abroad
Total
526 ‐578 ‐495 539 ‐442 ‐451 15.494 1.048 752 15.451 671 ‐44 ‐ ‐ ‐115 29.948
641
373
30.875
2.272
1.045
154.710
-1.614
-3.067
157.028
6.336
3.152
The share of turnover made abroad represents 29,9 M€, or 19% of the consolidated turnover against
30,9 M€ in 2008 i.e 20%, and represents 0,4 M€ of the consolidated net result.
CHAPITRE 7
62 / 270
8 REAL ESTATE OWNERSHIP, PREMISES AND EQUIPEMENT
8.1
TANGIBLE ASSETS AND REAL ESTATE FOR RENT
8.1.1
TANGIBLE FIXED ASSETS
SQLI tangible fixed assets are detailed in note 9 of the explanations to the consolidated annual
accounts presented in paragraph 20.3.5 « Accounting procedures and criteria, appendix and
explanations ».
They mainly consist in general facilities, transport equipment, office equipment, computer equipment
and furniture.
The Group rents the majority of its premises under traditional commercial leases. The largest premises
are in the Company’s Saint Denis site and in Lyon.The main existing leases which are valid on 31
December 2009 are detailed below.
8.1.2
PREMISES FOR RENT
Table 25. SQLI agencies
SQLI network consists in 11 agencies in France (Aix
en Provence, Bordeaux, Dijon, Lyon, Montpellier,
Nantes, Poitiers, Rouen, Strasbourg, Toulouse,
Toulouse Blagnac, EOZEN Paris) and 9 agencies
abroad: Switzerland (Genève and Lausanne),
Luxembourg, Belgium, Netherlands, Spain, Morocco
(Casablanca, Oujda and Rabat) and Canada (Montréal).
At 31 December 2009, the « premises for rent and
rental costs” item amounts to 7.526 K€, compared with
6.837 K€ in the end of 2008.
CHAPITRE 8
63 / 270
The following table presents main existing leases on 31 December 2009.
Table 26. Main existing leases at 31 December 2009
Location Country Surface area Annual rent (€ Tax ex.) Observations Saint‐Denis France 7.406 1.607.390,52 € Lyon France 1.892 382.555,80 € Termination in progress Toulouse France 1.573 285.063,08 € Montpellier France 791 131.065,68 € Bordeaux France 790 103.225,96 € Nantes France 724 99.245,24 € Dijon France Rouen France 374 38.043,92 € Poitiers France 336 42.852,84 € Aix‐en‐Provence France 330 45.460,28 € Terminated on 31 March 2010 Boulogne France 300 94.474,80 € Bagneux France 300 61.080,00 € Strasbourg France 252 39.735,36 € Terminated on 31 March 2010 Paris France 220 82.000,00 € Lorient La Martinique Le Havre France 177 26.263,00 € France – Dom 44 13.905,12 € France 26 3.311,28 € st
In 2009, SQLI contracted a supplementary agreement on 1 March 2009 for the extension of the 87 m²
premises located in Rouen.
8.2
INFLUENCE OF THE ENVIRONMENT ON SQLI USE OF TANGIBLE ASSETS
There hasn’t been any consequence of the environment on SQLI activity during last years, nor is there
any environment factor likely to have an impact in the future on the group’s activity.
For further information, see paragraph 4.3.2 « Environment-related risks – Impact of business on the
environment » of the present reference document
CHAPITRE 8
64 / 270
9 ANALYSIS OF FINANCIAL SITUATION AND EARNINGS
The figures below presents consolidated data. The rules and accountancy procedures used for their
drafting are detailed in paragraph 20.3.5 «Accounting procedures and criteria, appendix and
explanations »
9.1 SQLI’S FINANCIAL SITUATION
Consolidated annual result accounts
Table 27. SQLI consolidated annual result account at 31 December 2009
(in thousands of euro)
2009
Notes
2008
154.710
Erreur !
Source du
renvoi
introuvable.
157.028
Other earnings
3.038
29)
1.234
Used purchases
-681
TURNOVER
Staff costs
-975
-116.781
30)
-111.372
External costs
-35.242
Erreur !
Source du
renvoi
introuvable.
-32.978
Taxes and dues
-3.913
-4.168
Net depreciation, depletion and amortization
-1.459
-1.204
11
-218
-317
7.348
Other operating costs and income
OPERATIONAL RESULT (before valuation of stock-options and
free shares)
Valuation of stock-options and free shares
CURRENT OPERATIONAL RESULT
Goodwill depreciation
Other non recuring costs and income
-1.297
0 et 13)
-1.614
-1.012
6.336
-932
0
-148
0
-2.694
6.336
Cash and cash equivalent income
-192
135
Cost of gross financial debt
-807
OPERATIONAL RESULT
-1.332
Cost of net financial debt
-999
33)
-1.197
Other charges and income
-373
33)
-701
RESULT BEFORE TAXES
Tax cost
NET RESULT (before result of activities transfered or being
transfered)
Result of activities transfered or being transfered
-4.066
999
4.438
Erreur !
Source du
renvoi
introuvable.
-3.067
0
-1.171
3.267
VI.
-115
CONSOLIDATED NET RESULT
-3.067
3.152
Including share of the group
-3.072
2.827
CHAPITRE 9
65 / 270
Including minority shareholders
5
325
-0,09
0,09
34.793.283
32.541.080
-0,08
0,08
Net result per share (in euro)
Average number of outstanding shares
Diluted net result, per share (in euro)
Average number of oustanding shares and stock warrants
37.254.262
35.063.356
Operational result
In 2008, SQLI turnover amounted to 154,7 M€, 36,1 %, i.e. 1,5 % less than the previous year, 3,4%
less under comparable situation of perimeter. Year 2009 was hit by a deep economic crisis which did
not spare the computer services sector. This crisis led to the decrease of the group turnover, and in
particular to the employment rate fall (78% in 2009 against 80% in 2009) and the average daily flow
decrease (467 € against 481 € in 2008). The group also registered an increase of staff (+4,8 %) and
external (+6,9 %) costs. The Group current operational result amounts to -1.614 K€ for 2009, against
6.336 K€ for 2008.
Financial result
The cost of financial debt decreased by more than -16,5% at 31 December 2009 compared with 2008,
with a cost of net financial debt decreasing from -1.197 K€ to à -999 K€.
This decrease is due to a deep fall (-40,3%) of interest costs due to the decline of loans with credit
institutions as detailed at paragraph 10.3 “ Loan conditions and financing structure”. The bank loans
rates risk is detailed in paragraph 4.2.2 « Rate risks ».
Table 28. SQLI consolidated net financial result at 31 December 2009
(In thousands of euro) 2009 2008 Evolution 2009 vs. 2008 44 64 ‐31,3 % ‐236 71 ‐432,4 % 192 135 242,2 % Interest costs ‐754 ‐1.264 ‐40,3 % Factoring financing commission ‐53 ‐68 ‐22,1 % -807
1.332 ‐39,4 % 999 1.197 16,5 % Revenues from loans and receivables Net earnings from VMP sales (1) Cash flow and equivalent earnings Cost of gross financial debt Cost of net financial debt Note: (1) At 31/12/09: value loss of 250 KE on own shares for the transfer of 200.000 SQLI shares to ASTON EDUCATION former shareholders. Consolidated net result
The consolidated net result after tax deduction amounts to -3.067 K€ at 31 December 2009 compared
with 3.152 K€ at the end of 2008. This fall is mainly due to the increase in external and staff costs
CHAPITRE 9
66 / 270
which have a direct impact on the net profit margin, the increase in operating costs which is not fully
covered by the tax credit effect and the debt cost decrease.
CHAPITRE 9
67 / 270
9.2
CONSOLIDATED OPERATING RESULT
9.2.1 EVOLUTION OF THE CONSOLIDATED OPERATING RESULT
The maintenance (-1,5 %) of the consolidated turnover in 2009 was burdened by the increase of staff
costs (+4,8 %) and external costs (+6,9 %). The Group current operational result amounts to -1.614 K€
for 2009, against 6.336 K€ for 2008.
Turnover
less under comparable situation of perimeter. Year 2009 was hit by a deep economic crisis which did
not spare the computer services sector. According to the Syntec, the market activity fell of about 2 to 3 %. The development and technical assistance sector, which is one of the group's markets, has been
strongly hit (-6%). This crisis led to the decrease of the group turnover, and in particular to the
employment rate fall (78% in 2009 against 80% in 2009) and the average daily flow decrease (467 €
against 481 € in 2008).
Nonetheless, the added value activities development strategy worked out, since even if 2009 revenues
fell from 3,4% at constant perimeter, the Consulting, Solution and Web agency sector had an organic
progress of more than 3.6 %. The “training” activity which represents only 3,9% of total revenues,
strongly increased in 2009 with more than 42,9 % of growth. Paradoxically, the group recorded a
strong growth on its value added activities and and a decrease of almost -7.6 % on its usual integration
activities in 2009.
Table 29. Evolution of turnover per activity
(In thousands of euro) Activity 2009 % of total turnover 2008 % of total turnover Evolution 2009 vs. 2008 Engineering 91.954 59,4 % 99.484 63,4 % ‐7,6 % Consulting 44.039 28,5 % 42.498 27,1 % 3,6 % Web conception 12.669 8,2 % 10.626 6,8 % 19,2 % Training 6.048 3,9 % 4.233 2,7 % 42,9 % 0 0,0 % 187 0,1 % na 154.710
100,0 %
157.028
100,0 %
-1,5 %
Equipment sales Total
CHAPITRE 9
68 / 270
Operating charges
In 2009, the operating charges consist in staff costs for 73,9 % (2008: 73.8 %), external costs for 22.3
% (2008: 21,9 %) i.e. a total amount of 96,2 % for 2009. The growth of external costs contribution to
operating charges is due to the takeover of EOZEN, a company which uses sub-contracting more than
the other group companies.
Staff costs
At 31 December 209, staff costs amount to 116,7 M€ against 111,4 M€ in 2008, with a trend of 4,8 %,
in compliance with the average staff number: 1 925 p. in 2009 against 1.859 in 2008, i.e. 3,6% trend.
Table 30. Evolution of staff and staff costs
(In thousands of euro) 2009 2008 Evolution 2009 vs. 2008 Wages and allowance 82.677 78.748 5,0 % Social costs 33.908 32.440 4,5 % 196 184 6,5 % 116.781 111.372 4,8 % ‐32 63 ‐150,8 % 1.297 1.012 28,2 % 118.046 112.447 5,0 % 1.925 1.859 3,6 % Participation of employees Staff costs Provision for severance pay and other benefits Allocation of stock warrants and free shares Total Staff costs Average staff (trainees ex.) Staff registered at 1er January (trainees excluded) 1.900 1.786 6,4 % Changes of perimeter 31 ‐ na Increase (decrease) ‐9 114 ‐107,9 % 1.922 1.900 1,2 % Staff registered at 31 December (trainees excluded) CHAPITRE 9
69 / 270
External costs
External costs highly increased in 2009: They are 6.9 % higher than the previous year, due to a bigger
use of outsourcing and the general increase of other external costs. External outsourcing represented
more than 11.1 % of the turnover in 2009 compared with 9.6 % in 2008. This change is due to the
integration of EOZEN and its Belgian and Luxembourgian subsidiaries which outsource a lot. On the
opposite their staff costs item is lower than for the other companies which allows to balance the global
impact on operating charges.
Table 31. Evolution of external costs
(In thousands of euro) 2009 Evolution 2009 vs. 2008 2008 General outsourcing 17.115 15.146 13,0 % Leasing and related costs 7.526 6.837 10,1 % Maintenance and repairs 600 656 ‐8,5 % Insurance premiums 472 461 2,4 % Various materials 342 407 ‐16,0 % Staff outside the company Fees Advertising and external relationship Goods transportation ‐ 185 na 2.662 2.115 25,9 % 480 814 ‐41,0 % 108 133 ‐18,8 % Business trips, missios and receptions 4.099 4.229 ‐3,1 % Mailing and telecomunication costs 1.296 1.291 0,4 % Bank services 145 144 0,7 % Other external services 397 561 ‐29,2 % Total External costs CHAPITRE 9
35.242 32.978 6,9 % 70 / 270
9.2.2 MAIN FACTORS HAVING AN INFLUENCE ON THE OPERATING RESULT
The maintenance (-1,5 %) of the consolidated turnover in 2009 was burdened by the increase of staff
costs (+4,8 %) and external costs (+6,9 %).
9.2.3 MAIN CHANGES IN THE NET TURNOVER ANT NET CONSOLIDATED PRODUCTS
less under comparable situation of perimeter.
The changes related to the company revenues are detailed above and in « Turnover » of paragraph
9.2.1 « Evolution of consolidated operating result ».
9.2.4 GOVERNEMENT ACTION, ECONOMICS, BUDGET, CURRENCY AND POLICY-RELATED RISKS
As explained in paragraph 4.3.6 «Government action, economics, budget, currency and policy-related
risks », there is no existing risk related to government action, economics, budget, currency or policy
which has does or will threaten the company, its activities, its financial situation and profitability.
CHAPITRE 9
71 / 270
10 FUNDS AND CAPITAL
10.1 CONSOLIDATED OWN EQUITY
The consolidated own equity variation table below shows that on 31 December 2009 the net situation
amounts to 55,4 M€ compared with 56,1 M€ on 31 December 2008. This 0.7 M€ decrease is mainly
due to the following elements:
A negative year result: capital loss of 3.2 M€;
The staff benefits: capital loss of 0.4 M€; A price supplement due to EOZEN shareholders and paid
with the issue of 405.851 new shares:
capital gain of 1.1 M€; The allocation of free shares: capital
gain of 1.3 M€.
CHAPITRE 10
72 / 270
Table 32. Variation of shareholders’ equity in the last three years
(en milliers d’euros) Own equity Conversion rate Part of the adjustment Minority interests Group Number of shares Capital Premium Reserves Year result Situation at 31/12/2007 Assignment of the result
Capital increase:
Contribution of EOZEN
Price supplement CLEAR VALUE Exercise of stock warrants
Group Saving plan
Allocation of free shares
Self control Variation of perimeter EOZEN Year result Other items of global result
Period global result
30.674.591 1.534 26.113 11.032 5.303
5.303 ‐5.303
12 43.970 1.878 2.841.044
288.886
436.641
128.549
142
14
22
6
7.176
766
307
89
1.012
‐682
7.318
780
329
95
1.012
‐682
‐325
‐1.878
45.848 ‐ 7.318 780 329 95 1.012 ‐682 ‐2.203 3.607 Situation at 31/12/2008 Assignment of result
Capital increase:
Shares issued for free allocation Price supplement EOZEN
Group saving Plan
Other Free shares allocation Self control First application advantages of SQLI CH staff Year result Other items of global result
Period global result
34.369.711 1.718 34.781 369.788
405.851
127.681
18
21
7
‐18
1.046
107
‐24
1.298 323
Situation at 31/12/2009 35.273.031 ‐325
3.152
455
455
3.152
16.010 3.152
3.152 ‐3.152
3.607
443 ‐393 56.104 ‐
‐
1.067
114
‐24
1.298 323
56.104 ‐ ‐ 1.067 114 ‐24 1.298 323 ‐393 ‐393 ‐3.067
1.764 CHAPITRE 10
37.513 18.769 ‐3.067
‐48
‐48
‐3.115
3.067 395 55.374 ‐3.115 73 / 270
Total 55.374 10.2 SOURCE AND TOTAL AMOUNT OF CONSOLIDATED CASH FLOW
At the end of 2009, SQLI cash position amounts to 9,3 M€, that is 12,4 M€ registered in 2008 less the
3,6 M€ loss registered in 2009 plus various other elements accounting for 0,5 M€. The cash position
deep fall is due to the operational and financial activities cash flow decreases which are not covered by
the investment activities cash flow.
Table 33. SQLI consolidated cash flow
(Thousands of euro) 2009 2008 Evolution 2009 vs. 2008 Cash flow due to operational activities 7.051 12.356 ‐42,9 % Cash flow due to investment ‐6.063 ‐14.910 ‐59,3 % Cash flow due to financing operations ‐4.583 6.233 ‐173,5 % 3.595 3.679 197,7 % 12.376 8.537 45,0 % Effect of currency rates 21 125 ‐83,2 % Reclassification of cash position 508 35 1351,4 % 9.310 12.376 24,8 % Variation of cash positon Cash flow and equivalent at 1st January Cash flow and equivalent at 31 December (3) Note: (3) Cf note VI 9) supra CHAPITRE 10
74 / 270
10.2.1
CONSOLIDATED OPERATING CASH FLOW
Les flux de trésorerie opérationnels consolidés ont été fortement réduits au cours de l’exercice 2009 en
passant de 12.356 K€ au 31 décembre 2008 à 7.051 K€, soit -42,9 %. La forte baisse du résultat net de
l’ensemble consolidé est compensée par l’importante augmentation des dotations nettes aux
amortissements et provisions, qui passent de 744 K€ en 2008 à 4.434 K€ en 2009. Le poste
« Variation des clients » a fortement augmenté à 6.288 K€ en 2009 contre 2.519 K€ en 2008 alors que
le poste « Variation des autres actifs et passifs courants » a diminué sensiblement à -177 K€ en 2009
contre 4.191 K€ en 2008.
Table 34. Consolidated operational cash flow
(En milliers d’euros) 2009 2008 Evolution 2009 vs. 2008 3.067 3.152 197,3 % Net depreciations, depletions and amortizations (1) 4.434 744 496,0 % Costs and earnings due to stock options and similar 1.297 1.012 28,2 % Consolidated net result Transfered capital gain and loss 209 ‐13 ‐1707,7 % Financing cost 807 1.332 ‐39,4 % Corporate tax ‐999 1.171 ‐185,3 % Subsidies excluded from the result ‐320 ‐ na 2.361 7.398 68,1 % Customer variation 6.288 2.519 149,6 % Supplier variation Selffinancing capacity generated by activity ‐1.015 255 ‐498,0 % Variation of other currents assets and liabilities ‐177 4.191 ‐104,2 % Corporate tax (paid) reimbursed ‐406 ‐2.007 ‐79,8 % 7.051 12.356 42,9 % Cash flow on operational activities Note: (1) Excluding provisions related to circulating assets CHAPITRE 10
75 / 270
10.2.2
CONSOLIDATED INVESTMENT CASH FLOW
Consolidated investment cash flows have been reduced in 2008 (-59.3 %) with the fixed assets
acquisition amounting to 2 812 K in 2009 compared with 2 371 K in 2008, increasing assets
transfers, i.e. 658 K€ and decreasing holding acquisitions amounting to 3 909 K in 2009 compared
with 12 700 K€ in 2008.
Table 35. Consolidated investment cash flow
(En milliers d’euros) 2009 Acquisition of fixed assets Transfer of fixed assets Acquisitions net holdings of acquired cash flow (1) Cash flow on investment 2008 Evolution 2009 vs. 2008 ‐2.812 ‐2.371 18,6 % 658 161 308,7 % ‐3.909 ‐12.700 ‐69,2 % 6.063 14.910 59,3 % Note: (1) The effect of perimeter variations matches the acquisition cost of the subsidiaries which entered the consolidated perimeter in 2009 (0,7 M€ for NAGA CONSEIL and t 1,7 M€ for ASTON EDUCATION) after deduction of acquired cash flow (0,7 M€) and of EOZEN price supplement due for 2008 (2,2 M€). 10.2.3
CONSOLIDATED FINANCING CASH FLOW
Consolidated financing cash flows have deeply decreased in 2009 (-173,5 %): With a low capital
increase compared with 2008, a stagnation of loans reimbursements (-5,0 M€ in 2009 against -4,9 M€
in 2008), less loans issues in 2009 (0,2 M€ against 4,6 M€ in 2008) and smaller interests paid for 2009
(-0,8 M€ against -1,3 M€ in 2008).
Table 36. Consolidated financing cash flow
2009 (En milliers d’euros) 2008 Evolution 2009 vs. 2008 1.158 7.858 ‐85,3 % Borrowing issue 246 4.573 ‐94,6 % Acquisition of self‐control securities ‐195 ‐ na ‐5.042 ‐4.913 2,6 % ‐750 ‐1.285 ‐41,6 % 4.583 6.233 173,5 % Capital increase Borrowings repayment Paid interest Net cash flow on operational activity CHAPITRE 10
76 / 270
10.3 LOAN CONDITIONS AND FINANCING STRUCTURE
10.3.1
CONSOLIDATED DEBT AT 31 DECEMBER 2009
Between 31 December 2008 and 31 December 2009, the share of loans contracted with credit
institutions strongly decreased by 44%, from 15.349 K€ to 10.684 K€. At the end of 2009, the loans
contracted with financial institutions are:
An authorized credit line with a maximum amount of 17.2 millions of euro, i.e. a residual debt of
10.320 K€ in 2009 against 13.760 K€ in 2008:
-
-
-
Contracted towards a bank consortium in June and December 2007 in order to refinance the
takeover of ALCYONIX, ICONEWEB, CLEAR VALUE and EOZEN as well as other future
external growth operations. The fund raise happened in June 2007 for 5.200 K€, in December
2007 for 7.427 K€, in February for 536 K€ and in June 2008 for the balance of 4 037 K€.
It bears interest at EURIBOR variable rate for three months plus 170 bp and is repayable in 5
annual and consecutive settlement dates amounting to 3440 K€ from 18 June 2008 to 18 June
2012.
Elle est garantie par le nantissement des actions des sociétés ALCYONIX, CLEAR VALUE et
EOZEN, le nantissement du fonds de commerce de SQLI à hauteur de 1,4 M€, ainsi que par des
délégations à son profit des garanties de passif consenties par les vendeurs et d’une délégation du
contrat d’assurance Homme-Clé.It is guaranteed by the pledge of ALCYONIX, ICONEWEB, CLEAR
VALUE & EOZEN shares, by the pledge of SQLI goodwill up to 1.4 millions of euros, as well as by
the delegations of liabilities guarantees granted by the sellers and a delegation of the keyman
insurance contract.
This loan includes a number of covenants and financial ratios. At 31 December 2009, the group
respects this covenants and ratios.
A 1.3 millions of euro loan has been contracted in 2006 for the refinancing of PROCEA purchase
and INLOG goodwill. The loan has been settled for a duration of 48 months and bears interest at
-
5.45% fixed rate, and is reimbursable in 16 four-months settlement dates of 45 K€ from 22 December
2006 to 22 December 2010. The residual debt at 31 December 2009 amounts to 352 K€ against 685 K
€ in 2008.
-The
other loans under deduction of issuing costs amount for 12 K€.
In compliance with the schedule, the 4,5 M€ loan contracted in 2005 for the purchase of ASTON
securities was totally reimbursed in 2009. The residual debt amounted to 1.150 K€ at 31 December
2008.
The guarantees and restrictions related to this loan are presented below at paragraph 10.4. “Possible
restrictions on the use of capital”.
The group financial structure is well-balanced, and can therefore benefit from good access to credit,
illustrated by the following credit lines, which have been confirmed but not used:
- 1.000 K€, in overdraft towards with the Société Générale;
- 1.000 K€, in overdraft with the Banque Palatine;
- 1.000 K€, in overdraft with the Banque OBC.
CHAPITRE 10
77 / 270
10.3.2
DEBT MATURITY
The following chart presents SQLI debt situation according to payment deadlines. At 31 December
2009, about 40% of the total residual debt is due within one year, with 3.659 K€ of loans towards
financial institutions and 1.102 K€ of other current liabilities.
Table 37. Gross financial debt per deadline
(Thousands of euro) 2009 2008 Evolution 2009 vs. 2008 Less than one year 4.761 5.340 ‐10.8 % Between one and five years 7.239 10.790 ‐32,9 % 0 0 Na 12.000 16.130 25,6 % More than five years Total of gross financial debt 10.3.3
NET FINANCIAL DEBT
At the end of 2009, the group available funds amount to 9.8 M€ and the gross financial debt to 12.0 M
€, which represents a consolidated net financial debt of 2.2 M€.
With a consolidated net financial debt of 2.2 M€ and shareholders’ equity of 55.4 M€ at the end of
2009, the financial debt ration amounts to only 4% on 31 December 2009 compared with 6 % on 31
December 2008. SQLI exposure to financial institutions keeps on decreasing, reaching -32,5%.
Table 38. SQLI net financial debt during the last two years
(En milliers d’euros) 2009 2008 Evolution 2009 vs. 2008 ‐ 360 Na 7.025 10.402 ‐32,5 % 214 28 664,3 % 7.239 10.790 32,9 % Advances with conditions Loans toward credit institutions Lease contract debt Non current liabilities Loants toward credit institutions 3.659 4.947 ‐26,0 % Restatement of lease contracts 96 28 242,9 % Current bank loans 475 204 132,8 % Participation of employees 35 35 0,0 % Non due current interests 26 126 ‐79,4 % Valuation of rate hedging instruments (1) 470 ‐ na 4.761 5.340 10,8 % 12.000 16.130 25,6 % ‐9.785 ‐12.850 ‐23,9 % 2.215 3.280 32,5 % Current liabilities Total of gross financial debt Cash flow and equivalent Total of net financial debt CHAPITRE 10
78 / 270
10.4 POSSIBLE RESTRICTIONS ON THE USE OF CAPITAL
SQLI capital need to respect the minimum financial ratio given by the credit lines granted in 2006 and
2007. On 31 December 2009, these ratios have all been respected.
Restrictions and warrants related to bank loans
The 1,3 M loan subscribed in 2006 is guaranteed by a pledge of SQLI goodwill. The 17,2 M midterm loan subscribed by SQLI in 2007 is guaranteed by the pledge of ALCYONIX, ICONEWEB,
CLEAR VALUE & EOZEN shares, by the pledge of SQLI goodwill up to 1.4 millions of euro, as well
as by the delegations of liabilities guarantees granted by the sellers and a delegation of the keyman
insurance contract. This loan includes a number of covenants and financial ratios presented below.
Table 39. Bank ratios related to the 17,2 M€ loan covenants
12 month period ending at: Consolidated net finanicial debt/ EBITDA ratio Lower than: Consolidated free cash flow/ consolidated debt service ratio Higher than: Gross Financial debt / Consolidated own equity Lower than: Consolidated net financial debt / Consolidated own equity (1) Lower than: 1,5 1 0,8 No specified level Consolidated EBITDA >‐1000K€ No specified level 0,3 0,15 31/12/2010 1 1 0,5 No specified level 31/12/2011 1 1 0,5 No specified level 31/12/2012 1 1 0,5 No specified level 31/12/2008 31/12/2009 (1) Note: (1) According to amendment concluded on 28 December 2009
From 2010, the Group gross cash position has to be higher than 4.000K€ every month until 30 April
2011.
The following transactions, if done without the lenders’ provisional authorization, could also lead to
the anticipated collectability of the loan:
-
-
External growth transactions amounting to more than 0.5 M€ a year. By way of an
exception, the lenders’ provisional authorization is not required for external growth
transactions that had been financed for at least 40% by a capital increase (cash or in
kind) and whose cash price given for the part exceeding the capital increase is lower or
equal to 3,5 M€.
All the covenants are respected by the company.
CHAPITRE 10
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10.5 EXPECTED SOURCES OF FUNDING NEEDED TO MEET THE COMMITMENTS
The company declares that the firm commitments are related to significant investments and that
current investments, exposed in paragraph 5.2 Investments » will be respected thanks to the group
available revenues amounting to 9.8 M€ on 31 December 2009.
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CHAPTER 11 RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES
11.1 TRADEMARKS, DOMAIN NAMES, COPYRIGHT, INTELLECTUAL PROPERTY
SQLI does not have any dependence on patents or licences essential for its activity. The Groups main
brands (SQLI, Eozen, Alcyonix) are protected in Europe and in the United States.
All the brands belong to SQLI. There is no element owned by the companys managers or their
families. All legal forms of protection of the trademarks, domain names and the copyright have been
carried out to the benefit of SQLI or its subsidiaries.
SQLI and its subsidiaries benefit from the copyright protection, enforced by the law of 3 July 1985, on
all their software solutions and training aids. Major works have been deposited with a bailiff or with
specialized depositories.
11.2 ACTIVITY RELATED TO RESEARCH AND DEVELOPMENT
Since it was created, SQLI always tried to support its customers in the new technologies application.
SQLI group has always been a precursor when it comes to adaptation and integration of new
technologies. The change from customer-user to Internet in 1995, the application of Open Source in
2000 and the CMMI certification show SQLI ability to benefit from advanced technologies.
Although SQLI group cannot guarantee that it will always be able to quickly identify and build up
knowledge for every change in technology, this ability is part of the company culture and constitutes
one of its strong points.
Strikingly, the group keeps on giving a big budget to R&D of new technologies every year. In 2009,
the Group registered 3,6 M€ of expenses as R&D tax credit, compared with 6,3 M€ in 2008, which
accounts for about 2,3 % of the turnover and 2,3 % of operating charges.
Furthermore, the innovative capacity of SQLI has been recognized by OSEO Innovation agency
(formerly OSEO-ANVAR), being rewarded with the label of innovating company in September 2004,
label which has been renewed in December 2007.
This label proves the recognition of the company innovative products and technology, among which
the development in Internet access to persons with a sensory or a motor handicap in 2004, and the Ideo
solutions (IdeoSanté for the patients, IdeoProject for CMMI implementation, etc.) in 2007.
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CHAPTER 12
INFORMATION ABOUT THE TRENDS
12.1 TRENDS THAT AFFECTED THE ISSUER’S ACTIVITY SINCE LAST YEAR END
News release of 12 May 2010 about the publication of 2010 1st semester
turnover
2010 1st semester turnover: 41,3 M€ / Back to growth
Non audited data (in M€) 2010 2009 Variation Turnover first half of the year 41,3 38,9 +5,7 % SQLI renewed growth is confirmed in the beginning of the year thanks to products adapted to the
market expectations and to a gradual recovery of ICT services demand.
In 2010 first semester, the consolidated turnover reached 41,3 M€, a 5,7 % increase in one year. The
growth is favored by the success of high value added products (Consulting, Business solutions and
Web Agency) which increased by 13,9 % and represented 47,2 % of invoicing, and by the integration
of NAGA CONSEIL on 1st April 2009 and ASTON EDUCATION (1st July 2009). Under similar
data, the growth estimate is 1.5%.
Since the beginning of the year, SQLI achieved a few commercial successes, which will favor the
growth in the following semesters, such as:
A pluriannual contract with Airbus for CMMI services about quality guarantee of the company ICT
projects;
A 'Tierce Maintenance Applicative" contract with La Poste;
A global support of Sanoma media group for his SAP deployment.
In order to support the growth, SQLI boosted its recruitment policy. In March 2010 the group had
2.014 partners against 1.961 in December 2009 and 1.957 in March 2009.
Improvement of the activity ratio
The progress of operational indicators in 2009 fourth semester was confirmed in 2010 first semester.
While the qualitative upgrading helped to cover for the price pressure and to stabilize the average daily
flown(475 €), the activity ratio gained 2 p. in one year. It reached 80,1% in 2010 first semester against
78.3M% in 2009 first semester. SQLI is closer of its prescriptive employment rate (estimate: 83 %).
12.2 ELEMENTS THAT MAY AFFECT THE ISSUER’S PERSPECTIVES
As exposed in chapters 4 and 6 of the present reference document, the current economic situation has a
negative impact on the company activities. However, the company didn’t record any significant fall of
activity or any loss of major contracts.
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CHAPTER 13
PROFIT FORECAST AND ESTIMATE
SQLI chose not to include profit forecast or expectations in this report. Details on the company
strategy and projects are given in Chapter 6 « General survey of the company activities ».
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CHAPTER 14
MANAGERIAL, GOVERNING AND SUPERVISORY ORGANS
14.1 GENERAL INFORMATION
14.1.1 HEAD MANAGERS
At the date of the present document, the Company head managers are the following:
Monsieur Yahya El Mir, Chairman of the Executive Board and CEO of the company;
Monsieur Nicolas Rebours, delegated Executive Officer (and Executive and Financial director of the
group)
Monsieur Julien Mériaudeau, delegated Executive Officer.
14.1.2 MEMBERS OF THE EXECUTIVE BOARD
At the date of the present document, the company Executive Board members are:
Monsieur Yahya El Mir, chairman of the Executive Board and CEO of the company;
Monsieur Jean Rouveyrol;
Monsieur Roland Fitoussi;
Monsieur Dominique Chambas;
Monsieur Jean-David Benichou.
During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest,
represented by Monsieur Michel Demont, to terminate its Executive Board member mandate.
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The mandates and functions held by the Governing board members in 2009 are the following:
Table 40. Mandates and functions of the Executive Board members in 2009
Executive officers & Board members names Business address Age and amount of held shares Functions Mandate starting date Other mandates exercised in 2009 and the last five years Mandate ending date Yahya El Mir Chairman of the Executive Board Other current mandates: 268, avenue du Président Wilson CEO None 93210 La Plaine Saint‐Denis Starting date: Executive officer since 30 June 2008 Other mandates exercised in the last five years: President of Adeuza Supervisory Board Age: 41 years Amount of held shares: 1 share with simple voting rights Jean Rouveyrol 268, avenue du Président Wilson 93210 La Plaine Saint‐Denis Age: 47 years Amount of held shares: 1.621.398 shares with double voting right Mandate ending date: General meeting presiding on year ended on 31 December 2013 Project manager for sustainable development missions (work contract) Executive officer Starting date: Executive officer since 30 June 2008 Mandate ending date: General meeting presiding on year ended on 31 December 2013 Other current mandates: None Other mandates exercised in the last five years: President of the Supervisory Board until 30 June 2008 Roland Fitoussi Executive officer Other current mandates: 144, avenue des ChampsElysées Starting date: Executive officer since 30 June 2008 President of Solving International Supervisory Board Mandate ending date: General meeting presiding on year ended on 31 December 2013 President of Solving International North America 75008 Paris Age: 60 years Amount of held shares: 1 share with double voting rights Manager of Immobilière Fénélon Manager of Société Civile Albine 49 Manager of HIP Fénélon Executive officer of Bohlin & Strömberg Executive officer of Solving Iberica Executive officer of Solving Spa Other mandates exercised in the last five years: Member of the Supervisory Board until 30 June 2008 Executive officer Développement CHAPITRE 15
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Dominique Chambas Executive officer Other current mandates: Age: 51 years Starting date: Executive officer since 30 June 2008 Manager of SCI Olympe Amount of held shares: 1 share with double voting rights Manager of Synergie Consulting Mandate ending date: General meeting Member of Yatoo Partoo Supervisory presiding on year ended on 31 Board December 2013 Other mandates exercised in the last five years: Member of the Supervisory Board until 30 June 2008 CEO of Sodimap Vice‐president of Aldata Supervisory Board Executive officer of SEMAC Aurinvest represented Monsieur Michel Demont (1) by 11 bis, rue Portalis 75008 Paris Age: 59 years Amount of held shares: 1.919.167 shares with simple voting rights Executive officer Other current mandates: Starting date: Executive officer since 30 June 2008 President of Aurinvest SAS President of Aurinvest Capital 2 Mandate ending date: General meeting President of Aurinvest Partenaires presiding on year ended on 31 SAS December 2013 President of rarebooks.fr Member of Zslide Supervisory Board Member of Cospirit Supervisory Board Member of Sinequa Supervisory Board Executive officer of Team Trade Groupe Manager of Demont & Co Other mandates exercised in the last five years: None JeanDavid Benichou Executive officer Other current mandates: 21, boulevard Poissonnière Starting date: Executive officer since 30 June 2008 Manager of ViaRelay 75002 Paris Age: 39 years Amount of held shares: 1 share with double voting rights Manager of ViaTelecom Mandate ending date: General meeting President of Universal Telecom presiding on year ended on 31 Other mandates exercised in the December 2013 last five years: None Note: During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest, represented by Monsieur Michel Demont, to terminate its Executive Board member mandate. CHAPITRE 15
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Table 41. Mandates and functions of the Governing Board members in 2009
Head managers & Governing Board members names Business address Age and amount of held shares Functions Mandate starting date Mandate ending date Nicolas Rebours 268, avenue du Président Wilson 93210 La Plaine Saint‐Denis Age: 49 years Delegated Executive officer since Other current mandates: nomination by the Executive Board Manager and representative of SQLI of 30 June 2008 for six years within GEIE Xype SQLI Other mandates exercised in the last five years: Amount of held shares: 250 shares with double voting right Julien Mériaudeau 268, avenue du Président Wilson 93210 La Plaine Saint‐Denis Age: 38 years Amount of held shares: 174.538 shares with simple voting right Other mandates exercised in 2009 and the last five years Member of Governing Board until 30 June 2008 CLEAR VALUE contract) FRANCE (work Other current mandates: Manager of NECILTO Delegated Executive officer since Other mandates exercised in the nomination by the Executive Board last five years: of 24 September 2008 for six years None In compliance with the Financial Market Authorities, the mandates exercized in SQLI subsidiaries are
not integrated in this table.
There is no existing family relationship between the members of the Executive Board.
During the last five years SQLI didnt have any Manager or Executive Officer who:
Was convicted for fraud, accused or punished by the regulatory and statutory authorities ,
Was involved in a bankruptcy, sequestration or liquidation as a member of the Executive, Governing
or Supervisory Board, or an active partner or founder,
Had its business activity, role or action stopped by a court, as a member of the Executive, Governing
or Supervisory Board.
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14.1.3 EXECUTIVE OFFICERS PROFILE
Monsieur Yahya El Mir
40 years old, married with three children, chemist background.
Studied at Sorbonne University (Degree of Computer Science and management)
Yahya El Mir had his first job in a major account company. He started working for SQLI in 1993 as a
development Engineer. He was quickly promoted to be Department manager in 1994 and Agency
chairman in 1995. He left SQLI in 1997 and created KEENVISION Web Agency, which was bought
by SQLI just before being listed in the stock market in 1999. In 2001, Yahya El Mir became SQLI
CEO and Chairman of the Governing Board in 2002. He mainly works within SQLI group (LNET
MULTIMEDIA, SUDISIM, SQLI MAROC SA, CLEAR VALUE France SAS, CLEAR VALUE
SAS, CLEAR VISION INTERNATIONAL, APPIA CONSULTING SAS, EOZEN SA, EOZEN
Belgium, SQLI Switzerland, ALCYONIX France, ICONEWEB, URBANYS).
Monsieur Jean Rouveyrol
46 years old. Degree of Computer science in the French Conservatoire National des Arts & Métiers.
Jean Rouveyrol started as a Project manager in the Comptoir des Entrepreneurs company. In 1998, he
integrated Prestor company, as a technical manager. In 1990 he was a co-funder of SQLI and was
CEO of the company until 2002, and Chairman of the Supervisory Board afterwards. He is also
currently in charge of the sustainable development activity of the company.
Jean Rouveyrol is very attached to humanitarian causes. He manages SQLI foundation, created at the
beginning of 2005, and under the aegis of the Fondation de France. SQLI foundation is committed in
fighting against exclusion and poverty. Its activity supports projects which aim at relocating
production and consumption, and guaranteeing the food soveignity of populations.
Monsieur Roland Fitoussi
60 years-old. Telecommunications Engineer, and graduated in Economics.
Before being an Executive officer within SQLI Executive Board, Roland Fitoussi was vice-president
of SQLI Supervisory Board since 2002.
In 1980, he created Solving International, a strategy and management consulting firm (which entered
the junior stock market in 1998). He is currently Chairman of this company Supervisory Board. He
also has other functions inside Solving International group: CEO of Solving International North
America, Executive officer of Bohlin & Strömberg, and of Solving Iberica. He is also a manager in
HIP Fenelon and SETHI company. He published two books: « Gagner dans la cour des géants »
(1991) and « Conquérir les marchés du XXIème siècle » (1995).
HIP Fenelon and SETHI hold respectively 28.900 SQLI shares and 479.000 SQLI shares.
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Aurinvest represented by Monsieur Michel Demont
59 years-old, studied at HEC International Business School of Paris.
Michel Demont i CEO of d'Aurinvest SAS since December 2001, and of Aurinvest Capital 2 and
Aurinvest Partenaires since their creation. He is also the CEO of Rarebooks.fr, a member of the
Supervisory Boards of Zslide, Cospirit and Sinequa, an Executive Officer of Team Trade Groupe and
manager of Demont & Co.
Michel Demont was vice-president of CSC Peat Marwick from November 1998 to June 2001. He was
a partner at KPMG Peat Marwick after having worked as a consultant in the firm since 1984. He was a
member of the Governing Committee of IOSP (Compagnie Générale des Eaux) and of TMF
(subsidiary of Mory group) Governing Committee from September 1972 to December 1979.
Monsieur Dominique Chambas
51 years-old. Graduated of INSA engineering school of Lyon.
Before being an Executive officer at SQLI, Dominique Chambas was a member of SQLI Supervisory
Board since 2002.
Dominique Chambas started his career as an Engineer in Comptoir des Entrepreneurs company.
Afterwards, he was Director of data processing at Codec. He entered Ouroumoff company as a
consultant and became a partner manager.
He has been CEO and sales vice president for ten years at Aldata France, and is a Senior VP in
Aladata Group. Having more than 200 customers and 10.000 sites in 36 different countries, in various
fields such as distribution industry, wholesale trade, Software industry and services, Aldata is
developing and implementing GOLD software which covers physical and commercial logistics
functions.
Dominique Chambas is also Executive office rat Yatoo Partoo and a manager of SCI Olympe and
Synergie Consulting.
Monsieur Jean-David Benichou
39 years-old, married with three children and graduated at ISG school.
Jean-David Benichou is a serial entrepreneur. When he was 22 years-old, he created his first company,
I-Media. 15 years later, I-Media became the 2nd leading company for electronic reporting services, and
has a turnover amounting to 15 millions of dollars. It is operating in 3 different countries, has 80
employees and is processing more than one billion electronic messages a year. I-Media is bought by
Première Global Service (NYSE: PGI) in November 2004. While the acquisition has not been signed
yet, Jean-David Benichou launches his new project, called Viatelecom. He also created Digicall
(www.digicall.fr), the first operator of VoIP in France in 1999, and Effidata (www.effidata.com), the
French leading company in the electronic direct marketing. He also cofunded Ecofax
(www.ecofax.org) and ADPCE (www.adpce.org) professional organizations.
Note: During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest, represented by Monsieur Michel Demont, to terminate its Executive Board member mandate. CHAPITRE 15
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14.1.4 HEAD MANAGERS PROFILE
The background of Monsieur Yahya El Mir, SQLI CEO is exposed above.
Monsieur Nicolas Rebours
49 years-old – married with four children.
Nicolas Rebours was graduated in 1984 at Paris IX Dauphine University (Degree of Financing and
Accounting) and got a certificate in 1985 of Organization and Management of Accounting Expertise.
He started his career as an auditor at Pricewatherhouse Coopers firm. From 1999 to 2000 he was
successively Executive and Financial manager in various AG and Atempo software publishers among
which Dorotech, Software AG and Atempo, and worked for DSL Subiteo operator until 2001 and for
In-Fusio, leading company for downloadable games on mobile phones until 2002. In 2002, he entered
SQLI as a Financial and Executive officer. He became Associate manager in June 2008 after having
been member of the Governing Board from June 2002 to June 2008.
Monsieur Julien Mériaudeau
38 years old, maried. Graduated in computer engineering, Master degree of Corporate administration.
Julien Mériaudeau started his career at the French Caisse des Dépôts (deposit taking company) as a
development engineer. After that, he entered Cedel Global Services SAP department in Luxembourg
in 1997. He created and presided Clear Vision International S.A., a company specialized in SAP
consulting implementation. He achieved the merger of this company with Appia Groupe in 2006 and
created Clear Value, where he became CEO. He entered SQLI with Clear Value takeover and became
head manager of SAP department until September 2009. He was appointed Delegated Executive
Officer at this date.
14.2 CONFLICTS OF INTEREST IN THE EXECUTIVE, GOVERNING AND
SUPERVISORY ORGANS
Except the elements indicated in Chapter 19 of the present reference document « Operations with
related firms » and related to the company various regulated conventions, as exposed in paragraph
16.5 « Report on internal control and company governance », there is no existing risk of conflict of
interest between the functions of the persons presented in paragraph 14.1 « General information » and
their private interests and/or other functions.
There has not been any agreement or settlement concluded with customers, suppliers or others leading
to the appointment of one of the persons presented in paragraph 14.1 « General information » as
members of the Executive Board or the Governing Board.
Except the retain undertaking accepted by Monsieur El Mir which is detailed after in paragraph 15.1.1
« Remuneration »¸there is not any retain undertaking or restriction accepted by any of the persons
presented above, related to the transfer of their assets.
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CHAPTER 15
REMUNERATION AND BENEFITS
15.1 COMPENSATIONS AND BENEFITS IN KIND OF THE EXECUTIVE OFFICERS
DURING THE PREVIOUS YEAR
15.1.1 REMUNERATION
The remuneration of the Executive managers, and especially annual determination of their
proportional compensation along with the attribution of free shares, is decided by the Executive Board
according to their work, results, and responsibility with the objective of keeping and rewarding the
good managers.
The data presented below is in compliance with FMA recommendations of 22 December 2008
regarding information on Executive officers compensations to include in the reference document.
It is also in compliance with the Commercial Code regulations about the information to be given in the
Management Report, with the EU Regulation n°809/2004 of 29 April 2005 ad with the specific
recommendations of AFEP/MEDEF about the Executive officers remunerations of January 2007 and
October 2008.
Table 42. Remuneration, options and shares allocated to every Head manager
[Montant en euros] 2009 2008 Yahya El Mir – Président Directeur Général 251.853 325.031 Rémunérations dues au titre de l'exercice (Cf. Table 43) Valorisation des options attribuées au cours de l'exercice (Cf. Table44) Valorisation des actions de performance attribuées au cours de l'exercice (Cf. Table 45) 712.143 251.853 1.037.174 Nicolas Rebours - Directeur Général Délégué 171.333 256.299 Valorisation des options attribuées au cours de l'exercice (Cf. Table44) Valorisation des actions de performance attribuées au cours de l'exercice (Cf. Table 45) Total
Rémunérations dues au titre de l'exercice (Cf. Table 43) 171.333 256.299 Julien Mériaudeau - Directeur Général Délégué depuis Sept. 09 41.208 na(1) Valorisation des options attribuées au cours de l'exercice (Cf. Table44) Valorisation des actions de performance attribuées au cours de l'exercice (Cf. Table 45) 41.208
na
Total
Rémunérations dues au titre de l'exercice (Cf. Table 43) Total
Total 464.394 1.293.473 Note: On 31 August 2008, SQLI signed a management services contract for EOZEN company with NECILTO SARL, a company of which Monsieur Julien MERIAUDEAU is the only shareholder and officer. NECILTO invoices to SQLI a lump sum of 19.350 € /month TE plus an annual bonus when due. CHAPITRE 15
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Table 43. Tableau récapitulatif des rémunérations de chaque dirigeant mandataire social
[Amount in euro] 2009 2008 Due Paid Due Paid Yahya El Mir – CEO 250.000 250.000 206.598 206.598 Variable remuneration 50.000 50.000 Extraordinary remuneration 60.000 60.000 Attendance fee 4.353 1.853 8.433 8.433 Fixed wages In‐kind compensations: car, GSC insurance 254.353 251.853 325.031 325.031 Nicolas Rebours - DEO Fixed wages 151.500 151.500 138.749 138.749 Variable remuneration Total
16.900 16.900 75.000 75.000 Extraordinary remuneration 40.000 40.000 Attendance fee 2.932 2.932 2.551 2.551 In‐kind compensations: car 171.332 171.332 256.299 256.299 Julien Mériaudeau – DEO since Sept. 09 41.208 41.208 na na Variable remuneration Extraordinary remuneration Attendance fee In‐kind compensations: none Total
Fixed wages 41.208
41.208
na
na
Total Total
The Supervisory Board meeting held on 29 June 2004 ratified creation of a compensation committee,
responsible for monitoring the compensation paid to members of the executive board. Until 30 June
2008, the said compensation committee consists of Bernard Jacon, Hervé de Beublain, permanent
representative of FD5, and Jean Rouveyrol.
Any modification of the compensation of the members of the executive board, and particularly the
annual determination of their proportional compensation, as well as any allocation of business creator
equity warrants to the members of the executive board will have to be considered by the compensation
committee. That committee may either make its own proposals to the supervisory board, concerning
these various aspects of compensation of the members of the executive board, or provide the
supervisory board with an opinion concerning the proposals made on that subject by the executive
board itself.
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2008
The setting of fixed compensations along with the associated objectives of the Executive Board
members for 2007, continued in 2008:

Yahya El Mir: 146.662 euro / year;

Bruno Leyssene: 124.663 euro / year;

Nicolas Rebours: 124.989 euro / year.
Following the change in Governing procedures of 30 June 2008, the Executive Board of 30 June 2008
decided to set new variable remuneration levels for the second part of the year, which are exposed
below.
The variable remuneration for 2008 was set as follows:
On 27 March 2008, the Supervisory Board decided to grant a premium to the Governing Bard
members, in order to reward the results which perfectly respected the expectations set in the threeyears plan 2005-2008. This advance on the premium was paid in January 2008 on decision of the
Supervisory Board members and is due on objectives premiums for 2008. It is divided as follows:

Yahya El Mir = 50.000 €;

Nicolas Rebours = 35.000 €;

Bruno Leyssene = 35.000 €.
On 23 April 2008, the Supervisory Board unanimously approved the payment of an exceptional
premium for 2008 to the Governing Board members, divided as follows:

Yahya El Mir = 60.000 €;

Nicolas Rebours = 40.000 €;

Bruno Leyssene = 30.000 €.
On 13 November 2008, the Executive Board decided to change Nicolas Rebours’ work contract by
increasing its variable part up to 60.000 € (gross value) and by grantng him an avance on variable
remuneration of 40.000 €.
2009
See paragraph 15.1.4 « Complementary elements ».
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15.1.2
REMUNERATION OF EXECUTIVE MANAGERS
Table 44. Attendance fee and other compensations of managing agent –Head managers
excluded)
2009 Jean Rouveyrol – Administrateur Attendance fee Other compensation (work contract) (En euros) 2008 11.277 12.131 0 0 11.277 12.131 Roland Fitoussi – Administrateur 6.000 7.000 Attendance fee 6.000 7.000 0 0 Other compensation Dominique Chambas – Administrateur 5.000 12.000 Attendance fee 5.000 12.000 0 0 Aurinvest représenté par M. Michel Demont – Administrateur 5.000 0 Attendance fee 5.000 0 0 0 Other compensation Other compensation Jean-David Benichou – Administrateur 5.000 0 Attendance fee 5.000 0 0 0 Hervé Beublain – Administrateur
0 5.000 Attendance fee 0 5.000 Other compensation 0 0 Other compensation Marc Bucaille – Administrateur
0 5.000 Attendance fee 0 5.000 Other compensation 0 0 Bernard Jacon – Administrateur
0 6.000 Attendance fee 0 6.000 Other compensation 0 0 Patrick Lacarrière – Administrateur
0 6.000 Attendance fee 0 6.000 Other compensation 0 0 Total CHAPITRE 15
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Attendance fee
During the Supervisory Board meeting of 23 April 2008, the members unanimously decided to grant
attendance fees amounting to 41.000 € for 2007 and the first half of 2008. This decision was
confirmed by the General Assembly of 30 June 2008. The distribution of attendance fees for 2007 and
the first half of 2008, confirmed by the Supervisory Board meeting of 23 April 2008 is the following:
Table 45. Allocation of attendance fee for 2007 and the first half 2008
(In euro) Attendance fee paid in 2008 Jean Rouveyrol – Executive officer Attendance fee 0 Roland Fitoussi – Executive officer Attendance fee 7.000 Dominique Chambas – Executive officer Attendance fee 12.000 Aurinvest représenté par M. Michel Demont – Executive officer Attendance fee 0 Jean-David Benichou – Executive officer Attendance fee 0 Hervé Beublain – Executive officer
Attendance fee
5.000
Marc Bucaille – Executive officer
Attendance fee
5.000
Bernard Jacon – Executive officer
Attendance fee
6.000
Patrick Lacarrière – Executive officer
Attendance fee
Total CHAPITRE 15
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During the combined General Meeting of 16 June 2009, the amount of attendance fees for the
Executive Board members was set at 21.000 €. The members received a total amount of 21.000 € of
Attendance fee in 2009 due for the second half of 2008 and the first half of 2009. The distribution of
this amount was decided by the Executive Board on 16 June 2009, according to the attendance rate of
each member to the Board meeting, except for Messieurs Yahya El Mir and Jean Rouveyrol who don’t
get any attendance fee.
Table 46. Attendance fee and other compensation of managing agent (Head managers
excluded)
(In euro) Attendance fee paid in 2009 Jean Rouveyrol – Executive officer Attendance fee 0 Roland Fitoussi – Executive officer Attendance fee 6.000 Dominique Chambas – Executive officer Attendance fee Aurinvest represented byM. Michel Demont – Executive officer Attendance fee 5.000 Jean-David Benichou – Executive officer Attendance fee 5.000 Total 21.000 15.1.3
5.000 SHARE AND SUBSCRIPTION OPTIONS AND RESULT ACTION
No allocation has been granted to managers and managing agents in 2009.
No option has been signed by managers and managing agents in 2009.
The history of stock options allocations or share transfer is available at paragraph 17.2 “Participation
of Executive officers and managing agents in stock option” and 17.3 "Participation of employees in
the company’s capital”.
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15.1.4
COMPLEMENTARY ELEMENTS
Table 47. Complementary elements
Work contract Extra pension plan Compensation
or advantages due or likely to be due for termination or change of function Compensation related to a non
competition clause Yahya El Mir – Président Directeur
Général No No Yes Yes Nicolas Rebours - Directeur Général
Délégué Yes No No No Julien Mériaudeau - Directeur Général
Délégué depuis Sept. 09 Yes No No No Remuneration of Monsieur Yahya El Mir
The current remuneration of Monsieur Yahya El Mir was set by the Executive Board during its
meeting of 30 June 2008 during which Monsieur Yahya El Mir was appointed CEO of the company.
Remuneration, free shares granted without result condition and layoff pay
Before the meeting of 30 June 2008, Monsieur Jean Rouveyrol, at the time Chairman of the
Supervisory Board, had a discussion with the soon-to be appointed Executive officers about Monsieur
Yahya El Mir remuneration and about the consequences of his possible departure from the group. The
Executive Board unanimously decided:
To set the annual fixed wages of Monsieur Yahya El Mir to 250.000 €;
To grant Monsieur Yahya El Mir 500.000 free shares, without any condition of result;
Regarding the allocation of the 500.000 free shares, and in compliance with Article L.225-197-1 II
alinéa 4 of the French Commercial Code, the Executive Board decided that Monsieur Yahya El Mir
would have to keep 5% of these free shares until the termination of its functions in the company.
To grant Monsieur Yahya El Mir a 250.000 € leayoff pay in case of departure due to any reason, with
the condition of a current operating margin higher or equal to 5% in the financial year ended the
termination of his functions within the group.
The layoff pay will be paid by the company to Monsieur Yahya El Mir in one time and in the 30 days
following the Executive Board meeting confirming the respect of these conditions. The meeting will
have to take place within 10 days from the termination of Monsieur Yahya El Mir functions within
SQLI group or within 10 days from the stopping date of the previous year financial accounts, in order
to respect the set conditions and to decide of the layoff pay. This decision of the Executive Board has
been approved by the General Assembly met on 16 June 2009.
The decision of the Executive Board has been published on the company website in compliance with
articles L.225-42-1 alinéa 3 et R.225-34-1 alinéa 1 of the French Commercial Code.
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Non competition obligation
Monsieur Yahya El Mir accepted to be subject to a non-competition obligation, in exchange of a
financial compensation paid during five years and equal to 60% of his total gross remuneration (fixed,
variable and in-kind benefits), granted for the last twelve months of activity within the group. This
compensation amounts then to 300 % of his total gross remuneration (fixed, variable and in-kind
benefits) granted for the last twelve months of activity within the group. The compensation will be
paid as follows:
80% will be paid in one time within the 30 days following the termination of his function in the group;
20% will be paid in sixty monthly payments.
This non-competition obligation prevents Monsieur Yahya El Mir for a duration of 5 years starting
with the termination of his functions in the group, decided for any possible reason (retirement,
dismissal, termination of the mandate…) from:
(i) showing any direct or indirect interest, for himself or a thirt party, as an employee or managing
agent, for the competitors of the company listed in the study made in January 2008 by Pierre Audoin
Consultants, or for the companies controlled by or controlling these competitors, according to Article
L.233-3 of the Commercial Code;
(ii) purchasing, directly or indirectly, holdings in a competitive firm capital for more than 2% in shares
or voting rights, except if this acquisition is due to an agrement between SQLI and the company.
This non-competitive obligation is geographically limited to France, Belgium, Switzerland,
Luxembourg, Morocco and Canada; and is limited to SQLI activities. This agreement was authorized
by the Executive Boarder of 30 June 2008, and approved by the General Assembly of 16 June 2009.
In case of violation of the non-competitive obligation by Monsieur Yahya El Mir, the company will
be liberated from any obligation to pay the compensations described above. The compensations
already paid will be acquired by Monsieur Yahya El Mir, who will have to give back a percentage of
the 80 % paid compensations, corresponding to the months remaining between the date of the
violation and the ending date of the obligation.
During the meeting of 13 November 2008, the Executive Board received the recommendations
AFEP/MEDEF of 6 October 2008 regarding the Executive officers remunerations of quoted
companies. The decisions made on 30 June 2008 differ from these recommendations on the following
items:
Allocation of free shares without any condition of result;
Allocation of a layoff pay even in case of volontary departure;
Combined amount of layoff pay and non-competition compensation exceeding two years of wages
(fixed and variable).
Without changing the commitments taken by the company before the publication of these
AFEP/MEDEF recommendations of 6 October 2008, the Executive Board will apply these
recommendations in the next decisions related to manager remuneration.
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Remuneration of Monsieur Nicolas Rebours
During the meeting of 30 June 2008, the Executive Board unanimously decided that Monsieur Nicolas
Rebours won’t get any compensation for his mandate of Delegated Executive Officer. Monsieur
Nicolas Rebours kept the benefit from his work contract of Executive and Financial manager of the
group. In compliance with Article L.225-38 of the Commercial Code, any change brought to this work
contract has to be submitted to the authorization of the Executive board.
The Annual fixed wages of Monsieur Nicolas Rebours increased from 124.989 € to 150.000 € (gross
value) after authorization of the Executive Board given on 13 November 2008. The variable part of his
remuneration was brought to 60.000 € (gross value).
For year 2009, the variable part amounted to 16 900 €, the vacation bonus to 1 500 € and the bonus in
kind related to the vehicle to 2 932 €, i.e. a total amount of 171 332 €.
Monsieur Julien Mériaudeau
Monsieur Julien Mériaudeau doesn’t receive any compensation for his mandate of Delegated
Executive Officer.
Monsieur Julien Mériaudeau kept the income due for his part time work contract with Clear Value
France SAS company. Monsieur Julien Mériaudeau annual fixed wages for this work contract amounts
to 40.800 euros (gross value).
On 31 August 2008, SQLI signed a management services contract for EOZEN company with
NECILTO SARL, a company of which Monsieur Julien MERIAUDEAU is the only shareholder and
officer. NECILTO invoices to SQLI a lump sum of 19.350 € /month TE plus an annual bonus when
due.
15.2 FUNDS ESTIMATED OR RECORDED BY SQLI THAT WERE ALLOCATED TO
THE EXECUTIVE OFFCIERS FOR PENSION AND OTHER BENEFITS
None.
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CHAPTER 16
ORGANIZATION OF EXECUTIVE AND SUPERVISORY
ORGANS
16.1 GOVERNING AND EXECUTIVE BOARDS
16.1.1 THE COMPANY GOVERNANCE
The Executive Board met on 30 June 2008 decided to give the functions of Chairman and CEO of the
company to M. Yahya El Mir.
The Executive Board met on 30 June 2008 decided to appoint M. Nicolas Rebours Delegated
Executive Officer.
The Executive Board met on 24 September 2009 decided to appoint Monsieur Julien Mériaudeau
Delegated Executive Officer.
At the date of the present document, the Company head managers are the following:
-
Monsieur Yahya El Mir, chairman of the Executive Board and CEO of the company;
Monsieur Nicolas Rebours, delegated Executive Officer (and Executive and Financial director of the
group)
-
-
Monsieur Julien Mériaudeau, Delegated Executive Officer.
The Executive Board met on 30 June 2008 limited the powers of the Delegated Executive Officer, as
submitted to the agreement of the CEO for any acquisition of company or goodwill and for any
decision committing the company for more than à 1.000.000 €, except regarding the public market
agreements for which the Delegated Executive Officer can decide without any amount limit.
Procedures related to the Company management
Statutes procedures
The procedures regarding the company management are detailed in the company statutes, updated on
07 December 2009, and especially in Article 16. They are exposed in paragraph 21.2.2
« Arrangements related to the Governing, Executive and Supervisory Boards ».
Work regulations
The procedures regarding the company management are detailed in the Executive Board work
regulations, enforced by the Executive Board on 30 June 2008 and modified on 25 March 2009, and
especially in articles 7 and 8. They are exposed in paragraph 21.2.2 « Arrangements related to the
Governing, Executive and Supervisory Boards ».
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16.1.2 THE COMPANY MANAGEMENT
The Executive Board members
On 31 December 2009, the Executive Board members are the following:
Table 48. Executive Board members at 31 December 2009
Head managers & Governing Board members names Business address Age and amount of held shares Yahya El Mir Functions Mandate starting date Mandate ending date President of Executive Board 30 June 2008 General Meeting presiding on year ended 31 December 2013 CEO Jean Rouveyrol Executive officer 30 June 2008 General Meeting presiding on year ended 31 December 2013 Roland Fitoussi Executive officer 30 June 2008 General Meeting presiding on year ended 31 December 2013 Dominique Chambas Executive officer 30 June 2008 General Meeting presiding on year ended 31 December 2013 Aurinvest represented by Monsieur Michel Demont (1) Executive officer 30 June 2008 General Meeting presiding on year ended 31 December 2013 JeanDavid Benichou Executive officer 13 November 2008 General Meeting presiding on year ended 31 December 2013 Note: During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest, represented by Monsieur Michel Demont, to terminate its Executive Board member mandate. Procedures related to the Board formation
In the Statutes
The procedures regarding the company management are detailed in the company statutes, updated on
07 December 2009, and especially in Article 16. They are exposed in paragraph 21.2.2
« Arrangements related to the Governing, Executive and Supervisory Boards ».
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In the work regulations
The procedures regarding the company management are detailed in the Executive Board work
regulations, enforced by the Executive Board on 30 June 2008 and modified on 25 March 2009, and
especially in articles 7 and 8. They are exposed in paragraph 21.2.2 « Arrangements related to the
16.1.3 INFORMATION ON THE EXECUTIVE BOARD FORMATION
Independent Executive manager
Evaluation criteria
Les critères retenus pour qualifier un Administrateur d’indépendant sont spécifiés à l’article 2 du
Règlement intérieur du Conseil d’administration, adopté par le Conseil d’administration le 30 juin
2008. Cet article est repris en intégralité au paragraphe 21.2.2. « Dispositions concernant les membres
des organes d’administration, de Direction et de Surveillance », et précisément au sous-paragraphe
« Dispositions concernant les membres du Conseil d’administration et de Direction comprises dans le
règlement intérieur du Conseil d’administration ».
Appréciations par le Conseil d’administration
The independence of every Executive manager has been evaluated by the Executive Board during the
meeting of 25 March 2009 following the AFEP/MEDEF criteria set to prevent conflicts of interests.
The situation of every Executive manager is as follows:
Monsieur Yahya El Mir: is not independent because of its function of Executive head manager;
Monsieur Jean Rouveyrol: is not indepedent because of his statute of funder and former Executive
head officer;
Monsieur Roland Fitoussi: independent;
Monsieur Dominique Chambas: independent;
Aurinvest represented by Monsieur Michel Demont: independent;
Monsieur Jean-David Benichou: independent.
There are two third of independent members, which is a higher proportion than the one required by the
AFEP/MEDEF company governance criteria.
Note: During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest, represented by Monsieur Michel Demont, to terminate its Executive Board member mandate. NUMBER OF SHARES HELD BY AN EXECUTIVE MANAGER
Before 16 June 2009, the number of shares to be held by an Executive Officer was specified in Article
14 « Executive Board » of the company statutes, as follows:
« Every Executive manager has to be the owner or the beneficiary of a simple loan containing the
transfer of at least one share issued by the company.
The Executive managers appointed during the social life don’t have to be shareholders at the moment
of their appointment but have to become shareholders within three months or they will be
automatically dismissed.»
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The General Assembly of 16 June 2009 decided to eliminate the alinea in Article 14 of the statutes
related to the function share of Executive managers. Holding a share of the company is not
compulsory anymore for the Executive managers.
Executive managers elected by the staff
Alinea 4 of article 14. « Executive Board » of the company statutes, updated on 07 December 2009,
are related to the Executive managers elected by the employees:
« 4 –Executive managers elected by employees.
If the report presented by the Executive Board during the General Assembly stipulates, in compliance
with article L.225-102 of the French Commercial Code, than the shares held by the company staff
account for more than 3% of the share capital, one or more Executive managers have to be elected by
the General Assembly after the suggestion of shareholder workers.
At least two months before the General Assembly, the Executive Board asks the employees to choose
candidates. The Executive Board chairman receives the written suggestions of the staff in order to
choose a candidate. To be receivable, the candidates have to represent at least 5% of shareholder
workers. This procedure is recorded in a minute containing the number of votes for each candidate.
The list is made by the Executive Board.»
On 31 December 2009, the company does not have any Executive manager elected by the staff.
Observers
On 31 December 2009, the Executive Board has not appointed any observer. The company managers
consider unnecessary to appoint observers as the number independent Executive managers in the
Executive Board is big enough.
Role of the Executive Board
Statutory rules regarding the Executive Board
The procedures regarding the Executive Board are exposed in paragraph 21.2.2 « Arrangements
related to the Governing, Executive and Supervisory Boards ».
The Executive Board work regulations
The Executive Board work regulations have been voted by the Executive Board during the meeting of
30 June 2008, within the change of governance decision, and modified on 25 March 2009.
These work regulations are likely to be modified by the Executive Board following the laws and
regulations and its own functioning. The work regulations aim at:
Identifying the formation, the organization, the role and powers of the Executive Board towards the
General Assembly by completing the existing legal procedures and statutes;
Improving the efficiency of meetings, debates, and being a reference for the periodic valuation of the
Executive Board functioning;
Integrating the management of the Company in the rules guaranteeing the respect of corporate
governance principles.
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The Executive Board work regulations are included in paragraph 21.2.2 « Arrangements related to the
Functioning of the Supervisory Board and the Executive Board in 2009
Evaluation of the Executive Board
The distribution rules of attendance fees and the individual amount of compensations are detailed
thereafter.
The Executive Board evaluation and all the measures taken to do this evaluation, are detailed in the
Executive Board work regulations, voted by the Executive Board on 30 June 2008. They are detailed
in article 13 of these regulations, and in paragraph 21.2.2 « Arrangements related to the Governing,
Executive and Supervisory Boards », in « Arrangements related to the Governing and Executive
Boards members included in the Executive Board work regulations. »
In compliance with AFEP/MEDEF corporate governance rules, the Executive Board carried out its
own evaluation during the meeting of 25 March 2009, and identified its formation as balanced and
able to guarantee the achievement of its mission with the required independence and objectivity to the
shareholders and the market.
The company statutes stipulate a 6 years mandate duration for the Executive managers, which his
higher than the four years set by the AFEP/MEDEF corporate governance rules. For the company, the
stability of Executive managers guarantees a better understanding of the company functioning and a
better quality of debates and decisions.
Furthermore, since the appointed Executive officers have all started their mandate with the change of
governance decided by the General Assembly on 30 June 2008, the mandates are not spread. In order
to follow the corporate governance rules, the Executive Board will try to spread the mandates in the
future in order to avoid a renewal of all the mandates at the same time and to favor a progressive
renewal.
Distribution rules of attendance fees and individual compensations
The distribution rules of attendance fees are set in the Company statutes, updated on 07 December
2009 (in particular article 18 « Remuneration of the Executive Board members »)and in the Executive
Board work regulations voted by the Executive Board on 30 June 2008 (in particular article 4
« Remuneration of the Executive Board members ».
« Article 18 - REMUNERATION OF THE EXECUTIVE BOARD MEMBERS
The Executive managers are paid with attendance fees, whose amount is set by the Ordinary General
Assembly.
Extraordinary compensations can be allocated to the Executive Board members in compliance with the
law. »
« Article 4 - REMUNERATION OF THE EXECUTIVE BOARD MEMBERS
Assembly.
The Executive Board is free to set the amounts due to every Executive manager. The division can be
unequal.
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The Executive Board can decide to allocate a higher part to the following members:
-
The Executive managers members of study committees ,
-
The Executive managers in charge of specific functions,
-
The most diligent Executive managers
law. »
The attendance fees division for 2008 and 2009 is detailed in Chapter 15: « Remuneration and
advantages ».
16.2 INFORMATION ON THE SERVICE CONTRACTS
The contracts between the Executive and Governing Boards members and one of SQLI subsidiaries
which imply advantages for these members are detailed in Chapter 19 « Operations with related
firms » of the present reference document.
16.3 INFORMATION ON COMMITTEES
In compliance with Article L.823-19 of the French Commercial Code, the Executive Board created on
1st September 2009 an Audit committee in charge of following the questions related to the drafting and
monitoring of accounting and financial data. The Committee is particularly in charge of following:
The Financial information elaboration process;
The efficiency of internal control and risk management systems;
The legal control of annual and consolidated accounts by statutory auditors;
The independence of statutory auditors.
The Committee gives recommendations on statutory auditors proposed for nomination.
The Committee is strictly consultative. It reports its missions to the Executive Board which can decide
of what to do according to the Committee advices. The Committee is under exclusive and collective
responsibility of the Executive Board members.
At 31 December 2009, the Committee members consist in:
Monsieur Dominique Chambas, independent member following the criteria of AFEP/MEDEF
Corporate Governance Code, and chosen as President of the Audit Committee;
Monsieur Jean-David Benichou, independent member following the same criteria and with specific
know-how in financing and accounting. Monsieur Jean-David Benichou is the Committee secretary.
The Audit Committee met once in 2009 with an attendance rate of 100%. During this meeting, the
Audit Committee controlled 2009 semi-annual accounts and adopted its internal rules which can be
consulted at the headquarters.
The Executive Board decided to ignore the recommendations of the AFEP/MEDEF corporate
governance rules regarding the formation of a Compensations Committee and a Selections and
Nominations Committee. The Executive Board is small enough to allow every member to be fully
involved in the choice and control of the remuneration policy for head managers and the nomination of
Executive officers and members.
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16.4 STATEMENT OF COMPLIANCE WITH THE FRENCH CORPORATE
GOVERNANCE SYSTEM
During the Executive Board meeting of 13 November 2008, the company decided to refer to the
AFEP/MEDEF corporate governance rules, whose consolidated version for December 2008 can be
found on the company website and on the MEDEF website. In compliance with article L.225-37 alinea
7 of the French Commercial Code, the Chairman report on internal control and corporate governance
presented below describes the rules which have not been respected and the explanations of this
decision.
This position, related to AFEP/MEDEF recommendations was communicated in a press release in 23
December 2008.
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16.5 REPORT ON INTERNAL CONTROL AND CORPORATE GOVERNANCE
16.5.1 CHAIRMAN’S REPORT ON THE EXECUTIVE BOARD FUNCTIONING AND THE INTERNAL
CONTROL PROCEDURES
SQLI
Limited company
Capital of 1.763.651,55 €uros
Headquarters: Immeuble Le Pressenssé
RCS Bobigny B 353 861 909
SIRET: 353 861 909 00094
REPORT OF THE EXECUTIVE BOARD CHAIRMAN on the conditions of preparation and
organization of the Board works and on the internal control and risk management procedures of the
company.
Madam, Sir,
Being the Chairman of the Executive Board, I present thereafter the formation, and conditions of
preparation and organization of the Board works, as well as the internal control and risk management
procedures of the company, in compliance with article L.225-37 alineas 6 and followings of the
French Commercial Code,
During the Executive Board meeting of 13 November 2008, the company decided to refer to the
AFEP/MEDEF corporate governance rules, whose consolidated version for December 2008 can be
found on the company website and on the MEDEF website. In compliance with article L.225-37 alinea
7 of the French Commercial Code, the Chairman report on internal control and corporate governance
presented below describes the rules which have not been respected and the explanations of this
decision.
The present report was drafted with the support of the drafting guide for reference documents for
VaMPs published by the Financial Market Authority on 9 January 2008. The diligences created for the
elaboration of the present report include interviews of the Group Financial and Executive officers,
interviews of Agencies managers, the intervention of an external legal consultant, the monitoring of
the Audit Committee and the Executive Board.
The report has been approved by the Executive Board on 29 March 2010, and will be included in the
Management report and in the 2008 Group report drafted by the Executive Board. It will be published
in the conditions set by the law.
It includes an evaluation of the adequacy and efficiency of the internal control and risk management
procedures presented.
The data required by article L.225-100-3 of the French Commercial Code, about the company capital
structure and the elements likely to have an impact in case of public offer, are published in the
Executive Board Management report, in compliance with this article.
The statutory auditors will present a report regarding their observations on the internal control and risk
management procedures related to the drafting and the processing of accounting and financial and
accounting data, certifying that the present report include other information requested by Article
L.225-37 of the French Commercial Code.
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I. COMPOSITION OF THE EXECUTIVE BOARD
At the date of the present report, the Executive Board formation is as follows:
Mandate
Name
Starting Date
Ending date
Executive officer
CEO
Yahya El Mir
30 June 2008
Executive
officer
Executive
officer
Jean Rouveyrol
Idem
General Meeting
presiding on the
annual accounts
closed on 31
December 2013
Idem
Roland Fitoussi
Idem
Idem
Executive
officer
Executive
officer
Dominique
Chambas
Aurinvest
représenté par
Michel Demont
Jean-David
Benichou
Idem
Idem
Idem
Idem
Executive
officer
Idem and coopting of Idem
the Executive Board
of 13 November 2008
after an ex officio
resignment
The Executive Board chose one to give the mandates of President and Chief Officer to the same
person. In compliance with the AFEP/MEDEF company governance criteria, the Management Report
explains the reasons of this choice.
The CEO is assisted by two Delegated Executive Officers: Monsieur Nicolas Rebours and Monsieur
Julien Mériaudeau.
The independence of every Executive manager has been evaluated by the Executive Board during the
meeting of 29 March 2010 following the AFEP/MEDEF criteria set to prevent conflicts of interests.
Definition of AFEP/MEDEF independence:
An independent member does not have any relationship of any kind with the company, the group or
the group management which could alter his judgment.
An independent member can’t be an Executive member (part of the Company Executive Board) but
also and can’t have any particular relationship (important shareholder, employee, other) with the
company. He can't:

Be, or have been in the past five years, a employee or a managing agent, or an Executive
Officer of the company and the consolidated subsidiaries.

Be a managing agent in a company in which the group directly or indirectly holds an executive
mandate or in which one of the groups employees holds an executive mandate.

Be a customer, a supplier, a financing or business banker:
o Important for the company or the group,
o Of doing significant business with the company or the group;
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


Be closely related to a managing agent of the company
Have been a company auditor in the past five years
Have been a company executive during more than twelve years.
The situation of every Executive manager is as follows:
Monsieur Yahya El Mir: is not independent because of its function of Executive head manager;
Monsieur Jean Rouveyrol: is not indepedent because of his statute of funder and former Executive
head officer;
Monsieur Roland Fitoussi: independent;
Monsieur Dominique Chambas: independent;
Aurinvest represented by Monsieur Michel Demont: independent;
Monsieur Jean-David Benichou: independent.
There are two thirds of independent members, which is a higher proportion than the one required by
the AFEP/MEDEF company governance criteria.
The Management Report includes the list of mandates and functions in other companies. The
company respects the AFEP/MEDEF recommendations on the plurality of mandates.
In compliance with AFEP/MEDEF corporate governance rules, the Executive Board carried out its
own evaluation during the meeting of 29 March 2010, and identified its formation as balanced and
able to guarantee the achievement of its mission with the required independence and objectivity to the
shareholders and the market. The Executive Board also mentionned the nomination of women with
equal skills as Executive members.
The company statutes stipulate a 6 years mandate duration for the Executive managers, which his
higher than the four years set by the AFEP/MEDEF corporate governance rules. For the company, the
stability of Executive managers guarantees a better understanding of the company functioning and a
better quality of debates and decisions.
Furthermore, since the appointed Executive officers have all started their mandate with the change of
governance decided by the General Assembly on 30 June 2008, the mandates are not spread. In order
to follow the corporate governance rules, the Executive Board will try to spread the mandates in the
future in order to avoid a renewal of all the mandates at the same time and to favor a progressive
renewal.
II. CONDITIONS OF PREPARATION AND ORGANISATION OF THE EXECUTIVE
BOARD
1. Mission of the Executive Board
Pursuant to law, the Executive Board decides of the company activity orientations and supervises their
implementation.
According to the competences attributed by the law to shareholders assemblies, the Executive Board
deals with every issue related to the good functioning of the company and the matters related.
The Executive Board fulfills the following missions, in compliance with its legal prerogatives: it
defines the company strategy, appoints the Executive head officers in charge with the management of
the company, and chooses the organization system (unification or separation of the functions of
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Chairman and CEO), controls the management and the quality of information given to the
shareholders and the markets through the company accounts and during important deals.
2. Limitations of CEO and Delegated Executive Officers powers
As a non prejudicial internal rule, the Executive Board of 30 June 2008 limited the powers granted to
the CEO by requiring the agreement of the Board for any acquisition representing more than 10% than
the company consolidated turnover of the previous year.
The Executive Board met on 30 June 2008 limited the powers of the Delegated Executive Officer, as
submitted to the agreement of the CEO for any acquisition of company or goodwill and for any
decision committing the company for more than à 1.000.000 €, except regarding the public market
agreements for which the Delegated Executive Officer can decide without any amount limit.
The Executive Board met on 4 September 2009 limited the powers of Monsieur Julien Mériaudeau as
Delegated Executive Officer, as submitted to the agreement of the CEO for any acquisition of
company or goodwill and for any decision committing the company for more than à 1.000.000 €,
except regarding the public market agreements for which the Delegated Executive Officer can decide
without any amount limit.
3. Preparation and organization of the Executive Board work
Executive Board
The Executive Board work regulations have been voted by the Executive Board during the meeting of
30 June 2008, within the change of governance decision, and modified on 25 March 2009. These work
regulations are available at the company headquarters and on the company website:
http://www.sqli.com.
These work regulations are likely to be modified by the Executive Board following the laws and
regulations and its own functioning.
The work regulations aim at:
 Identifying the formation, the organization, the role and powers of the Executive Board
towards the General Assembly by completing the existing legal procedures and statutes;
 Improving the efficiency of meetings, debates, and being a reference for the periodic
valuation of the Executive Board functioning;
 Integrating the management of the Company in the rules guaranteeing the respect of corporate
governance principles.
Consequently, the work regulations stipulate that the Chairman or CEO has to communicate every
Executive manager all the documents and data needed to the achievement of their mission.
The Executive Board members receive before the meeting of the Board the documents needed to
examine the items which will be debated during the meeting.
The CEO has to give to the Executive Board at least four times a year the following information:

A report on the company business activity;

A report on investments and disinvestments;

A table presenting the company and its subsidiaries staff.
The CEO has to give to the Executive Board at least once a year a chart about the debt and credit lines
situation of the company and its main subsidiaries.
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The CEO has to give to the Executive Board at least once a year the following information:

A statement of conventions, signed during the previous year, related to articles L 225-38 and
followings of the Commercial Code,

A statement of the off-balance commitments contracted by the group.
The data requests on specific subjects are given to the Chairman or the CEO and to the Executive
Board secretary, who has to answer as quickly as possible.
In order to answer their questions, the Executive managers can also meet the company head officers,
even without the CEO, or delegated Executive officers, who have to be formerly informed by the
interested Executive manager.
The Executive Board work regulations stipulate that for the calculation of the quorum and the
majority, the presence of the Supervisory Board members is requested who can participate to the
meeting by videoconference or telecommunications in compliance with the legal conditions. However
the participation to the Executive Board meetings by videoconference or telecommunication is not
accepted for the deals defined by articles L.232-1 et L.233-16, that is for the annual accounts and
Management report drafting as well as for the consolidated accounts and group management report
drafting.
The Executive Board met six times in 2009, and recorded its decisions in minutes. The attendance rate
of his members reached 93 %. Each of its meetings was preceded of the communications and
information defined by the work regulations.
During these meetings, the Board debated the following items: development strategy for the group,
external growth projects, semi-annual and annual accounts closure, three-month turnover closure,
financial management, increase of capital for the employees, managers remuneration, governance,
preparation of the annual meeting.
Following the AFEP/MEDEF Corporate Governance Code, the Executive Board dedicated part of its
agenda to the analysis of its own workings in the meeting of 29 March 201. The Board concluded that
the workings and organization were satisfactory.
Committees
In compliance with Article L.823-19 of the French Commercial Code, the Executive Board created on
1st September 2009 an Audit committee in charge of following the questions related to the drafting and
monitoring of accounting and financial data. The Committee is particularly in charge of following:
-
The Financial information elaboration process
The efficiency of internal control and risk management systems;
-
The legal control of annual and consolidated accounts by statutory auditors;
-
The independence of statutory auditors.
The Committee gives recommendations on statutory auditors proposed for nomination.
The Committee is strictly consultative. It reports its missions to the Executive Board which can decide
of what to do according to the Committee advices. The Committee is under exclusive and collective
responsibility of the Executive Board members.
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At 31 December 2009, the Committee members consist in:

Monsieur Dominique Chambas, independent member following the criteria of AFEP/MEDEF
Corporate Governance Code, and chosen as President of the Audit Committee;

Monsieur Jean-David Benichou, independent member following the same criteria and with
specific know-how in financing and accounting. Monsieur Jean-David Benichou is the
Committee secretary.
The Audit Committee met once in 2009 with an attendance rate of 100%. During this meeting, the
Audit Committee controlled 2009 semi-annual accounts and adopted its internal rules which can be
consulted at the headquarters.
The Executive Board decided to ignore the recommendations of the AFEP/MEDEF corporate
governance rules regarding the formation of a Compensations Committee and a Selections and
Nominations Committee. The Executive Board is small enough to allow every member to be fully
involved in the choice and control of the remuneration policy for head managers and the nomination of
Executive officers and members.
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III. COMPENSATIONS AND IN-KIND BENEFITS OF EXECUTIVE OFFICERS DURING
THE SECOND HALF OF 2009
The remuneration of the Executive managers, and especially annual determination of their
proportional compensation along with the attribution of free shares, is decided by the Executive Board
according to their work, results, and responsibility with the objective of keeping and rewarding the
good managers.
The information related to the remuneration of Executive officers presented below is in compliance
with the recommendations of the Financial Market Authority of 22 December 2008 related to the
information to be given in the reference document about the executive officers remuneration. It is also
in compliance with the Commercial Code regulations about the information to be given in the
Management Report, with the EU Regulation n°809/2004 of 29 April 2005 ad with the specific
recommendations of AFEP/MEDEF about the Executive officers remunerations of January 2007 and
October 2008.
1. Compensations and benefits of Monsieur Yahya El Mir
The current remuneration of Monsieur Yahya El Mir, was set by the Executive Board during its
meeting of 30 June 2008 for an annual fixed amount of 250.000 euro.
During its meeting of 30 June 2008, the Executive Board also decided:


To grant Monsieur Yahya El Mir 500.000 free shares, without any condition of result;
To grant Monsieur Yahya El Mir a 250.000 € layoff pay in case of departure due to any
reason, with the condition of a current operating margin higher or equal to 5% in the financial
year ended the termination of his functions within the group.
Parallèlement, Monsieur Yahya El Mir a accepté de souscrire un engagement de non concurrence en
contrepartie duquel la Société s’est engagée à lui verser, pendant cinq ans, une indemnité financière
calculée sur une base annuelle égale à 60 % de sa rémunération brute totale (fixe, variable et avantages
en nature), perçue au titre des douze derniers mois de présence au sein de la Société, soit une
indemnité totale égale à 300 % de sa rémunération brute totale (fixe, variable et avantages en nature),
perçue au titre des douze derniers mois de présence au sein de la Société.
During the meeting of 13 November 2008, the Executive Board received the recommendations
AFEP/MEDEF of 6 October 2008 regarding the Executive officers remunerations of quoted
companies. The decisions made on 30 June 2008 differ from these recommendations on the following
items:

Allocation of free shares without any condition of result;

Allocation of a layoff pay even in case of volontary departure;

Combined amount of layoff pay and non-competition compensation exceeding two
years of wages (fixed and variable).
Without changing the commitments taken by the company before the publication of these
AFEP/MEDEF recommendations of 6 October 2008, the Executive Board will apply these
recommendations in the next decisions related to manager remuneration.
2. Compensations and benefits of Monsieur Nicolas Rebours
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Monsieur Nicolas Rebours doesn’t receive any compensation for his mandate of Delegated Executive
Officer.
Monsieur Nicolas Rebours kept the benefit from his work contract of Executive and Financial
manager of the group. In compliance with Article L.225-38 of the Commercial Code, any change
brought to this work contract has to be submitted to the authorization of the Executive board. The
Annual fixed wages of Monsieur Nicolas Rebours amounts to 150.000 euro (gross value). The variable
part of his remuneration amounts to 60.000 € (gross value).
3. Compensations and benefits of Monsieur Julien Mériaudeau
Monsieur Julien Mériaudeau doesn’t receive any compensation for his mandate of Delegated
Executive Officer.
Monsieur Julien Mériaudeau kept the income due for his part time work contract with Clear Value
France SAS company. Monsieur Julien Mériaudeau annual fixed wages for this work contract amounts
to 40.800 euros (gross value).
On 31 August 2008, SQLI signed a management services contract for EOZEN company with
NECILTO SARL, a company of which Monsieur Julien MERIAUDEAU is the only shareholder and
officer. NECILTO invoices to SQLI a lump sum of 19.350 € /month TE plus an annual bonus when
due.
4. Compensations and benefits of et avantages of Executive Board members
The members received a total amount of 21.000 € of Attendance fee in 2009 due for the second half of
2008 and the first half of 2009. The distribution of this amount was decided by the Executive Board on
16 June 2009, according to the attendance rate of each member to the Board meeting, except for
Messieurs Yahya El Mir and Jean Rouveyrol who don’t get any attendance fee.
Mandate
Attendance fee
EB member
CEO
Yahya El Mir
None
EB member
Jean Rouveyrol
None
EB member
Roland Fitoussi
6.000€
EB member
Dominique
Chambas
Aurinvest
représenté par
Michel Demont
Jean-David
Benichou
5.000€
EB member
EB member
CHAPITRE 16
Name
5.000€
5.000€
114 / 270
IV
PROCEDURES RELATED TO THE SHAREHOLDERS PARTICIPATION TO THE
GENERAL ASSEMBLY
The company statutes do not specify any particular terms for the participation to the general
assemblies. The assemblies meet in the conditions pursuant to the law and the regulations, at the
company headquarters.
Any shareholder is allowed to participate in General Meetings and in the deliberations either
personally or by proxy, regardless the amount of shares (s)he holds, upon proof of identity as soon as
her/his shares are fully paid up and registered in her/his name at least three days before the date of the
Meeting, at the zero hour, Paris time, either in the securities accounts held by the company, or in the
securities accounts held by the middleman in charge.
Every shareholder is allowed to vote by using a postal vote by means of a form that s/he can obtain
according to the conditions laid out in the notices of meeting and convening for the General meeting.
A shareholder can only be represented by his/her spouse or by another shareholder given proxy rights.
In order to make the participation to assemblies easier, and in compliance with the Financial Market
Authority recommendations, the General Assemblies documents are published on the company
website.
A combined General Assembly, ordinary and extraordinary, usually meets in June every year. The
participation during the last two years was the following:

Combined General Assembly meeting of 15 June 2007: the shareholders who were present,
represented or sent their vote amounted to 41,33 % of voting rights.


V. INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES OF THE
COMPANY
1. Objectives of the internal control and risk management procedures of SQLI
The internal control procedures in effect in the company have the following object:

on one hand, to see to it that the management acts or execution of operations as well as
individual behaviour fall within the framework defined by the guidelines provided for the
company's activities by the business organs, under the applicable laws, rules and regulations,
and by the values, standards and rules internal to the business;

the other hand, to make sure that the accounting, financial and management information
communicated to the company's business organs accurately reflects the company's activity and
situation.
And more globally, to participate in the company activities monitoring, in the efficiency of its business
actions and in the efficient use of its resources.
One of the objectives of the internal control system is to ward off and control the risks resulting from
the company's business and the risks of mistakes or of fraud, particularly in the accounting and
CHAPITRE 16
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financial domains. Like any control system, however, it cannot provide an absolute guarantee that
such risks are completely eliminated.
2. Présentation of the internal control and risk management organization
SQLI group has implemented an organisation and an information system adapted to its activity as a
provider of computer services established in several countries, at several sites, and through several
legal entities.
This configuration has led to granting substantial autonomy to the operating departments to see to
proper personal management and customer relations. However, that autonomy is associated with a
centralisation in the registered office of the accounting, pay, purchasing and treasury functions as well
as of management control. In addition, the group as a whole is federated by way of a "centraliseddecentralised" information system, so that each company player can access the information he needs
for performance of his assignment and update the data for which he is responsible.
Management control has the most extensive access levels so as to be able to check on all group
operations.
The report presents the key points involved in internal control in SQLI group, namely:
-
The powers held by the CEO and the Delegated Executive Officer
-
The company's administrative organisation, particularly as regards development and handling
of financial and accounting information;
-
The Internal control
a)
Delegations given by the CEO and the Delegated Executive Officer
Only the CEO and the Delegated Executive Officers can represent SQLI in its external relationships.
The Agency Managers, who assume the local functions of an establishment leader have been
delegated the following powers:
Powers delegated to each agency manager
Relationship with the customers:
Delegation for negotiating and signing the standard contracts in effect within SQLI
company with the customers within a unit limit of 1,000,000 € excluding taxes.
Represent the Company at hearings in the Commercial Courts.
Relationship with suppliers:
Delegation for negotiating and signing the contracts with the suppliers within a unit
limit of 5,000 € excluding taxes, after advance approval by the Executive Board of the
purchasing commitment.
Represent the Company at hearings in the Commercial Courts.
Relationship with employees:
Dans le cadre des directives données par le représentant de la Société, délégation pour:
Within the framework of the instructions issued by the Company's representative, a
delegation in charge of:
CHAPITRE 16
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Seeing to management of the staff for which he is responsible, with due respect for the law,
rules and regulations in effect,
Adopting any disciplinary sanction or other necessary measure concerning the Company's
employees,
Representing the Company in connection with redundancy or dismissal proceedings concerning
the employees (preliminary interview and signature of the dismissal or redundancy notice)
Representing the Company in conflicts concerning the employees in the “juridiction des
prud’hommes” (Labour Court).
Signing the employment contracts of the new employees hired and the riders to the employment
contracts of staff for which he is responsible, after advance approval by the CEO or a DEO.
Various:
Signing the correspondence and any documents falling within the framework of the delegation
b)
Administrative organization, especially concerning development and handling of the
financial and accounting information
The following functions are provided by the registered office for the company and for all of its French
subsidiaries:

Management of cash and of payment means

Accounting

Management control

Purchasing

Payroll
Within the foreign subsidiaries, payroll and accounting in the local format are handled by an outside
accounting firm, but the administrative departments of the registered office see to regular review of
those subsidiaries' accounts and to management control.
Means applied: about 25 persons
The agencies manage the following functions:
-
Sales administration
-
Personnel management
Means applied: 30 assistants
The systems used are as follows:
ERP Agresso for group Accounting/Invoicing
CCMX for the France payroll
Internal Web application (called APP) for monitoring the following elements:
-
Staff management (work contracts, hiring, departures, vacations…)
-
Monitoring time spent
-
Management of payment factors
-
Management control
CHAPITRE 16
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-
Monthly reporting
-
Computer hardware management
Eozen group (Eozen France, Belgique, Luxembourg, Netherlands, Clear Value France, Naga Conseil)
runs all its activity with an ERP SAP;
The communication of financial and accounting information is managed by the Governing Board. The
Company has a schedule of repayments summarizing the periodic deadlines in terms of accounting
and financial data.
c)
Internal control and risk management
This section offers some general information concerning the internal control procedures, focusing on
the most significant elements:
Procedures:
The main procedures established by the company are listed below:

Manager guide

Expense account procedure

Guide to vehicle use

Management application follow-up procedure

Purchasing procedure

Sale procedure and model Contracts
The identification of the main risks and legal and operational supervision of the subsidiaries are
provided by the Executive Board members, in continuous contact with the agency managers.
Reporting:
Monthly reporting including both the results of each agency and the trend of the management
indicators is produced every month and is the object of regular exchanges between group management
and each agency manager.
Consolidation:
Consolidation of the financial data is carried out by the registered office's accounting departments by
using recognised specialised consolidation software. Forwarding of the information from the
companies included in the consolidation perimeter is carried out thanks to the ERP Agresso for SQLI
and its French and Swiss subsidiaries, and on the basis of the financial elements prepared by the local
accounting firms for the other foreign subsidiaries.
Customer sales cycle

Acknowledgement of turnover:
The project follow-up Web application is at the centre of the company's information system.
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Each collaborator fills in the time spent per project in the application. Those times are approved by the
project manager and the direct manager of each collaborator. Determination of turnover is carried out
on the basis of process on the package deals by comparing the time spent with the budgeted times. The
important projects or the ones for which the anticipated margins do not conform to the objectives
require validation by an Executive Board member.
The anticipated costs of the package deals are regularly reviewed by the project managers.
Management control verifies the consistency of those reviews and regularly confirms the detailed
information.

Customer risk:
Almost all the turnover is transferred to a factoring company that assumes the solvency risk. Some
specific credit procedures, if appropriate, are applied when the factoring company rejects outstanding
amounts for a customer.

Follow-up on deadlines:
The customer invoices are issued by the agency assistants when the file is complete (order, receipt or
initialled time sheet). Management of the customer accounts is provided by the registered office.
Receivables on the clientele characterised by later payment are the object of reminders and give rise, if
need be, to legal proceedings. The time allowed for customer payment and the receivables that have
exceeded the payment deadline are the object of monthly reporting by agency, communicated to the
members of the Executive Board and to the agency managers concerned. The factoring company
issued the reminders and manages legal proceedings, if any, relative to the invoices transferred by
SQLI.
Supplier purchasing cycle:
The customer invoices are issued by the agency assistants when the file is complete (order, receipt or
initialled time sheet). Management of the customer accounts is provided by the registered office.
Receivables on the clientele characterised by later payment are the object of reminders and give rise, if
need be, to legal proceedings. The time allowed for customer payment and the receivables that have
exceeded the payment deadline are the object of monthly reporting by agency, communicated to the
members of the Executive Board and to the agency managers concerned. The factoring company
issued the reminders and manages legal proceedings, if any, relative to the invoices transferred by
SQLI.
Personnel payroll cycle:
Hiring is done by the agency managers after approval by the Head managers. Arriving and departing
staff are monitored in a real-time Web application. The variable pay elements are proposed by the
agency manager and are the object of approval by an Executive Board member. The payroll is
managed at the registered office and is the object of monthly validation by each department head (the
agencies are divided into "Business Units", departments constituting elementary profit centres for
which a manager reporting to the agency manager is responsible).
Cash management:
A separation of accounting functions from payment means management is clearly established.
Physical security (access to the premises, remote surveillance, protection of payment means) is taken
into account. The company does not carry out any speculative trading in connection with rates or
currencies but can carry out covering operations.
CHAPITRE 16
119 / 270
Other risks:

Computer risk
The group has taken steps to cover the main computer risks: security of physical access to premises,
security of computer access, data backup. Insurance has been taken out to cover theft and breakage of
computer hardware.

Legal liability of the company and its senior managers
The company has insurance covering the company's legal liability, as well as the liability of its
authorised agents and delegated managers.
Internal auditing players:
The Head managers, under control of the Executive Board, see to observance of procedures by all
group collaborators.
The Audit Committee follows the workings of internal control and risk management systems. It
studies the significant off-balance sheet risks and commitments, receives the financial services
responsible person, gives an opinion on the organization of the service and is informed of the possible
changes. It must be provided with evaluation reports regarding internal control or with a periodic
summary of these reports.
Relationship with the auditors:
The auditors perform their assignment in close relationship with the company's administrative and
financial departments. An end-of-mission meeting is usually arranged with the Head managers. In
performance of their assignment, the auditors enjoy access to any group employee. Regular contacts
are maintained between the auditors and the members of the Executive Board.
The Executive Board controls that the statutory auditors have sufficiently processed their work at the
stopping of the year accounts in order to be able to give any significant note.
3. Adequacy and the efficiency of the internal control and risk management
In the second half of 2009, a serious improvement of the agencies activity forecasting system was set
in order to better anticipate problems and decide of the actions to be taken.
Being the Chairman of the Executive Board, i consider the internal control and risk management
procedures as being adapted to the company and efficient enough.
The Executive Board Chairman
Yahya El Mir
CHAPITRE 16
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16.5.2 AUDITORS REPORT IN COMPLIANCE WITH ARTICLE L.225-235 OF THE FRENCH
COMMERCIAL CODE ABOUT THE REPORT MADE BY THE CHAIRMAN OF THE EXECUTIVE BOARD
CONSTANTIN ASSOCIES
Member of Deloitte Touche Tohmatsu
28, rue Ginoux
92532 - LEVALLOIS PERRET CEDEX
75015 - PARIS
SQLI
Limited company
93210 La Plaine Saint Denis
Auditors report
in compliance with article l.225-235 of the French Commercial Code
about the Executive Board Chairman report
Year ended on 31 December 2009
Dear shareholders,
In application of the provisions stated by last paragraph of Article L.225-235 of the Commercial Code,
we, Statutory auditors for SQLI Company, present our report aimed to check your Chairman’s report
on financial year 2006, drawn up in compliance with the provisions of Article L 225-68 of the
Commercial Code.
It is up to the Chairman to describe the conditions of preparation and organisation of the Executive
Board works and the internal control procedures set by the company and to give the other information
required by article L. 225-37, related to the company governance system.
Our mission is to
-
Communicate the observations we made on the Chairman’s report about the internal
control procedures related to the compilation and the processing of financial and
accountable information.
-
Guarantee that the present report contains the other information required by article L.
225-37 of the French Commercial Code, information which we do not have to check
ourselves.
CHAPITRE 16
121 / 270
We carried out our works in compliance with the professional standards applied in France.
Information on internal control and risk management procedures regarding the elaboration
and processing of accounting and financial information.
It implies setting due diligences aimed to check the authenticity of the information given in the
Chairman’s report on the internal control procedures related with the compilation and the processing
of financial and accounting information. These diligences consist in:
-
perusing the internal control procedures related to the compilation and the processing
of the information, including the information given in the present report and the
sources it came from;
-
Perusing the works which led to the compilation of this information and of the
existing documentation;
-
Deciding if the major deficiencies of the internal control related to the compilation
and the processing of the accounting and financial information that we noticed during
our mission should be specifically underlined in the Chairman’s report.
On the basis of these works, we do not have any comment to make on the information related to the
internal control procedures related to the compilation and the processing of financial and accountable
information, of the Executive Board Chairman’s report stated in compliance with the provisions of last
paragraph of Article L.225-68 of the Commercial Code.
Other information
We attest that the Executive Board Chairman’s report includes all the information required in article L.
225-37 of the Commercial Code.
Paris and Levallois-Perret, 19 April 2010
The Statutory Auditors
CONSTANTIN ASSOCIES
Thierry QUERON
Claude FIEU
CHAPITRE 16
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CHAPTER 17
EMPLOYEES
17.1 STAFF
At 31 December 2009, SQLI has 1.922 employees, 22 more compared with the staff of 1.900
employees at 31 December 2008.
Table 49. Variation of SQLI staff in the last three years:
2009 2008 2007 Average staff (trainees excluded) 1.925 1.859 1.419 Staff at 1er January (trainees excluded) 1.900 1.786 1.248 34 ‐ 250 Changes of perimeter Increase (decrease) Staff on 31 December (trainees excluded) ‐12 114 288 1.922 1.900 1.786 17.2 PARTICIPATIONS OF EXECUTIVE OFFICERS IN STOCK OPTION
17.2.1 PARTICIPATION AT 31 DECEMBER 2009
The number of shares granted to the executive officers at 31 December 2009 are presented in the
following table:
Table 50. Shares of Executive officers and head managers
31/12/2009 Number of shares % of capital Number of voting rights % of voting rights Yahya El Mir 141.667 0,40 % 141.667 0,35 % Nicolas Rebours 47.222 0,13 % 47.222 0,12 % Julien Mériaudeau 174.538 0,49 % 174.538 0,44 % Jean Rouveyrol 1.621.398 4,60 % 3.242.796 8,22 % Roland Fitoussi 1 0,0 % 2 0 1.919.167 5,44 % 1.919.167 4,86 % Dominique Chambas 1 0,0 % 2 0 Jean‐David Benichou 1 0,0 % 1 0 Aurinvest represented by Michel Demont (1) Note: During the meeting of 2 June 2010, SQLI Executive Board acknowledged the decision of Aurinvest, represented by Monsieur Michel Demont, to terminate its Executive Board member mandate. CHAPITRE 17
123 / 270
17.2.2 FREE SHARES ALLOCATED TO EXECUTIVE OFFICERS AND MANAGERS
After authorization of the Combined General Assembly of 15 June 2006, and the Supervisory Board
met on 29 March 2007,and after checking that, in compliance with article L.225-197-2 of the
Commercial Code, the beneficiaries don’t own more than 10% of the share capital, the Governing
Board decided on 14 June 2007, to give 236.111 free shares to the Governing Board members, divided
as follows:
-
Yahya El Mir: 141.667 shares;
-
Bruno Leyssene: 47.222 shares;
-
Nicolas Rebours: 47.222 shares.
One third of the shares is not subject to any result condition, one third of the shares is granted if the
2007 consolidated operating margin reaches more than 8%, and the last third is granted if the 2008
consolidated operating margin reaches more than 10% (condition cancelled by the Governing Board
on 23 April 2008). The result conditions described above have been eliminated by the Supervisory
Board on 23 April 2008, after authorization of the Combined General Assembly of 16 June 2006
which agreed to adapt these conditions to the group perimeter and environment in case of substantial
change coming from unexpected deals.
In compliance with article L.225-197-1 II alinea 4 of the French Commercial Code, the Supervisory
Board decided on 29 March 2007 that every member of the Governing Board has to keep at least 5%
of the free shares until the end of their mandate.
After authorization given by the Combined General Assembly of 30 June 2008, the Executive Board
granted to Monsieur Yahya El Mir 500.000 free shares. The conditions of this allocation are detailed
hereafter Plan no5).
On 30 June 2008, the Executive Board decided to allocate 40 000 free shares to Monsieur Julien
Mériaudeau who wasn at the time of this allocation, an employee but not a managing agent.
In compliance with article L.225-197-1 II alinea 4 of the French Commercial Code, the Executive
Board decided on 30 June 2008 that every member of the Governing Board has to keep at least 5% of
the free shares until the end of their mandate.
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Table 51. Allocation of free shares to executive officers and managers
Plan n° Beneficiaries Nombre d'actions accordés Conditions de performance Valeur de l'action retenue (€) 236.111 Non 3,0685 540.000 Non 2,2665 Decision Date of decision Date of allocation Date of unassignability Plan n°3 Directoire 14/06/2007 14/06/2009 15/06/2011 Yahya El Mir Bruno Leyssene Nicolas Rebours Plan n°5 Conseil d'administration 30/06/2008 30/06/2010 01/07/2012 Yahya El Mir Julien Mériaudeau Regarding Plan no5, the Executive Board met on 16 June 2009, acknowledged the definitive allocation of 236.111 free shares distributed as follows:
Monsieur Yahya El Mir: 141.667 shares;
Monsieur Leyssene Bruno: 47.222 shares;
Monsieur Nicolas Rebours 47.222 shares.
540.000 free shares might be granted to Messieurs El Mir and Mériaudeau in 2010.
17.2.3 STOCK OPTIONS AND STOCK PURCHASE WARRANTS GRANTED TO THE COMPANY EXECUTIVE OFFICERS AND MANAGERS
At 31 December 2009, the managing agents and officers haven’t subscribed any stock warrant. At 31 December 2009, there is no existing option allocated to the
Executive officers and managing agents.
The tables related to shares allocations and BSCPE granted to the Head managers and Executive managers are exposed in paragraph 17.3.2 « Stock options and
stock purchase warrants ».
CHAPITRE 17
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17.3 PARTICIPATION OF EMPLOYEES IN THE COMPANY CAPITAL
17.3.1 FREE SHARES
Plan n°1
After authorization of the Combined General Assembly meeting of 16 June 2006, the Governing
Board met on 30 March 2007, decided to grant 80,000 free SQLI shares to 4 employees. The
conditions of allocation are detailed in the table below. One third of the shares is not subject to any
result condition, one third of the shares is granted if the 2007 consolidated operating margin reaches
more than 8%, and the last third is granted if the 2008 consolidated operating margin reaches more
than 10% (condition cancelled by the Governing Board on 23 April 2008). During the meeting of 25
March 2009, the Executive Board declared that all beneficiaries had respected the required conditions
of allocation, and consequently recorded the issue of 80.000 new shares for a value of 0,05 € each,
representing a capital increase of 4.000 €, due to the allocations of shares to the beneficiaries. This
allocation is recorded as Plan no1.
Plan n°2
Board met on 14 June 2007, decided to grant to 28 Clear Value employees 66.123 SQLI shares in
application of the agreements related to the acquisition of this company. The conditions of allocation
are detailed in the table below. This allocation is recorded as Plan n°2.
Plan n°3
The Plan n°3 corresponds to the allocation of 236.111 free shares to Monsieur Yahya El Mir,
Monsieur Bruno Leyssene and Monsieur Nicolas Rebours, according to the modalities detailed in
paragraph 17.2.2 « Free shares granted to Executive officers and managers ».
Plan n°4
Board met on 30 June 2008 decided to grant 88 employees 587.500 SQLI shares, 56.250 of which
being submitted to result conditions. The conditions of allocation are detailed in the table below. The
result conditions related to the allocation of 56.250 free shares is set as follows: the Oujda off-shore
center will have to reach a number of 250 workers before June 2010. This allocation is recorded as
Plan n°4.
CHAPITRE 17
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Plan n°5
The Plan n°5 corresponds to the allocation of 500.000 free shares to Monsieur Yahya El Mir
according to the modalities detailed in paragraph 17.2.2 « Free shares granted to Executive officers
and managers ».
Plan n°6
In compliance with the agreements set for the acquisition of CLEAR VALUE, and the decision taken
by the Governing Board on 14 June 2007, and after authorization of the Combined General Assembly
of 30 June 2008, the Executive Board decided on 25 September 2008 to reallocate 10.891 shares to 5
new beneficiaries after the 5 former beneficiaries lost their rights. These 10.891 free shares had been
previously allocated by the Governing Board during its meeting of 14 June 2007. This allocation is
recorded as Plan n°6.
Plan n°7
Board met on 16 June 2009 decided to grant 90.000 SQLI shares to 5 of the Group employees,
distributed as follows:
Monsieur Morisset: 20 000 free shares;
Monsieur Jean François: 20 000 free shares;
Monsieur Yeremian: 10,000 free shares;
Monsieur Mamy: 20,000 free shares;
Monsieur Ferly: 20,000 free shares;
Table 52. First 10 employees who benefited from the provional allocation of free shares in
2009
Employee Number M. MORISSET 20.000 M. JEAN‐FRANCOIS 20.000 M. FERLY 20.000 M. MAMY 20.000 M. YEREMIAN 10.000 Total CHAPITRE 17
90.000 127 / 270
Table 53. Free shares allocation plans (to employees)
Plan n° Decision Date of decision Date of allocation Limit date of unassignibility Plan n°1 Governing Board 30/03/2007 29/03/2009 Plan n°2 Governing Board 14/06/2007 Plan n°4 Governing Board Plan n°6 Plan n°7 Beneficiaries Number of granted shares Conditions of performance Value of share (€) 31/03/2011 4 employees of SQLI 80.000 Oui 2,8385 14/06/2009 15/06/2011 28 employees of SQLI 66.123 Non 3,0635 30/06/2008 30/06/2010 01/07/2012 88 employees of SQLI 587.500 Oui 2,2665 Executive Board 25/09/2008 25/09/2010 26/09/2012 5 employees of SQLI 10.891 Non 1,6270 Executive Board 16/06/2009 16/06/2011 17/06/2013 5 employees of SQLI 90.000 Non 0,9805 CHAPITRE 17
128 / 270
Regarding Plan n°1, 80.000 shares have been created on 1st April 2009 to be freely allocated to 4
employees of the group, following the Board decision of 30 March 2007.
Regarding Plan n°2, the Executive Board met on 16 June 2009, acknowledged that 7 employees who
owned 12.446 shares, left the Group and by consequence lost their allocation right. On the same day,
the Board acknowledged that 21 other employees benefiting from the Plan n°2 fulfilled the conditions
requested for the free allocation of 53.677 shares.
The table below presents the 10 first employees benefiting from the Plan n°1 or Plan n°2.
Table 54. First 10 employees who benefited from the allocation of free shares in 2009
Employee Number 1 DIDIER BENET 30.000 1 ERIC GALTIER 30.000 3 BOUZIANE FOURKA 15.000 4 FREDERIC CULOT 5.185 4 PHILIPPE HENNERESSE 5.185 6 JEAN‐PAUL MEILHANNE 5.000 7 XAVIER DANEY DE MARCILLAC 4.149 8 ARNAUD BRULLEZ 3.890 8 GILLES GODART 3.890 8 RACHID KAOUASS 3.890 11 FRANCOIS LAVOISSIERE 3.890 12 ALAIN ROUSSEAU 3.890 Total 113.969 688.391 free shares might be allocated to the Group employees in 2010 and 2011. Given the departure
of some employees, the number of potential free shares for employees amounts to 532.695, i.e.
155.696 barred shares.
Plan d’Epargne Groupe (PEG)
During 24 September 2009 meeting, the Executive Board, exercising the authorization given by the
extraordinary General Assembly of 16 June 2009, decided to increase the capital from an maximum
nominal value of 12,500 € by issue of 250,000 shares whose nominal value amounts to 0.05 each.
These shares will be subscribed in cash and saved for the members of the Group Saving Plan.
The CEO, delegated by the Executive Board decided, on 29 October 2009, to open the subscription for
this capital increase from 30 October to 12 November 2009 included, and fixed the subscription price
of new shares at 0.89 euro each, in compliance with Article L.3332-19 of the French Employment
Code.
The Delegated Executive Officer recorded on 7 December 2009 than 127.681 new shares have been
subscribed by employees within the Group Saving Plan.
CHAPITRE 17
129 / 270
At 31 December 2009, the employees recorded in the nominative (managing agents excluded) held
4.32 % of the share capital and 4.33 % of the voting rights (respectively 4.69 % and 4,69 % when
including the managing agents). 2.89 % is submitted to the PEG.
Participation of employees to the fruit of expansion
A holding agreement for companies which are part of the Economic and Social Unity has been
concluded during the first half of 2009. The amount of the holding agreement for 2009 is 196 K€.
At the end of the year, the participation of employees to the fruits of the group’s expansion and those
of the companies related according to Article 225-180 of the Commercial Code, amounted to 196 K€.
17.3.2 STOCK OPTIONS AND STOCK PURCHASE WARRANTS
Stock options and stock purchase warrants allocated to the Executive
Officers, managers, managing agents, and employees
In 2009, no stock option or BSPCE new allocation has been recorded.
The tables below present the data related to the stock options and BSPCE allocation recorded in the
previous years and the exercises of options recorded in 2009.
Plan n°1 and Plan n°2 expired in 2007. The plan n°3 expired in 2008. A detailed description of these
plans is available in 2008 Reference Document.
CHAPITRE 17
130 / 270
Stock purchase warrants allocated to the company head managers, managing agents and employees
In 2009, the managing agents and Executive officers did not exercise any stock purchase warrant.
Table 55. Stock purchase warrants allocated at 31 December 2009
Plan N°4 Date of General Meeting Plan N°5 Plan N°6 30/06/2003 30/06/2003 10/06/2004 25 July 2003 & 22 September 2003 29/03/2004 28/09/2004 Total number of authorized warrants 1.000.000 45.000 (balance of plan n°4) 1.660.000 Inc: allocation to managing agents 190.000 0 760.000 Number of allocated warrants 955.000 45.000 1.639.000 23 September 2003 for 100.000 warrants 25 July 2004 for 855.000 w. 29/03/2005 29 sept. 2004 for 160.000 warrants 22 mars 2005 for 395.671 warrants 29 sept. 2005 for 97.336 warrants 24/07/2008 29/03/2009 28/09/2009 0,4600 1,2190 1,2755 Exercise rights are granted every year (2004, 2005 and 2006) for 855.000 warrants per year and apply immediately 100.000 warrants Exercise rights are granted every year 15.000 warrants per year (2005, 2006 et 2007) 160.000 warrants on allocaton 292.000 warrants, one third every year (2005 to 2007) 1.187.000 warrants (one third every year) depending on consolidated operating results objectives for years 2004 to 2006. Date of Executive or Governing Board meeting Exercise starting date of warrants Expiry date of warrants Subscription or purchase price (€) Exercise conditions Number of warrants exercised in 2009 0 0 0 871.667 35.000 364.525 0 0 0 Number of warrants to be exercised (except expiration) 83.333 10.000 1.194.806 Total of expired options at 31/12/2009 83.333 10.000 1.194.806 0 0 Total number of warrants exercised at 31/12/2009 Number of warrants canceled during the year Warrants to be exercised at 31/12/2009 CHAPITRE 17
0 131 / 270
The Plan n°4 came to terms in 2008. Plans n° 5 and 6 came to terms in 2009.
Plan n°4 After authorization of the Combined General Assembly meeting of 30 June 2003, the Supervisory
Board met on 22 September 2003 decided to grant 955.000 BSPCE to members of SQLI staff. After
authorization of the Combined General Assembly meeting of 30 June 2003, the Supervisory Board
met on 22 September 2003 also decided to allocate 190.000 BSPCE to the Governing Boar members,
divided as follows:
-
Yahya El Mir: 50.000;
-
Bruno Leyssene: 70.000;
-
Nicolas Rebours: 70.000.
the 190.000 BSPCE allocated to the former Governing Board members have been exercised before 31
December 2007.
Board met on 29 September 2004 decided to grant 45.000 BSPCE to members of SQLI staff.
Board met on 28 September 2004 decided to grant 879.000 BSPCE to members of SQLI staff. The
number of options allocated to every person varies from 5.000 to 40.000, according to the contribution
of each of the beneficiaries to the company activity. Every agency manager received 40.000 BSPCE,
except for the manager of Paris agency whose allocation is limited to 10.000 because of the other
advantages he already got. The two other members of the Executive Committee receive 15.000 or
40.000 BSPCE, and a few managers who have commercial or services responsibility functions receive
between 5.000 and 25.000 BSPCE according to their current and future contribution to the company
activity.
After authorization of the Combined General Assembly meeting of 10 June 2004, the Supervisory
Board met on 28 September 2004 decided to grant without condition 160.000 to the Governing Boar
members, divided as follows:
-
-
-
600.000 BSPCE were also granted according to the results of 2004, 2005 and 2006, divided as
follows between the Governing Board members:
- Yahya El Mir: 100.000 a year;
- Bruno Leyssene: 50.000 a year;
- Nicolas Rebours: 50.000 a year.
The conditions related to 2004, 2005 and 2006 have been fulfilled.
The following non-exercised warrants came to terms on 28 September 2009:
CHAPITRE 17
132 / 270
Stock options or purchase options granted to managing agents and
employees by the related companies according to article L. 225-180 of the
Commercial Code
There has not been any stock option, security, or credit granted to the employees, managing agents or
head managers related to the functions or mandates exercised within the group, neither by companies
which are linked to SQLI pursuant to article L.225-180 of the Commercial code, nor by companies
controlled by the group pursuant to article L.233-16 of the Commercial Code.
CHAPITRE 17
133 / 270
CHAPTER 18
MAIN SHAREHOLDERS
18.1 BREAKDOWN OF CAPITAL
18.1.1 SHAREHOLDERS ON 31 DECEMBER 2009
On 31 December 2009, according to the statements related to crossings of thresholds made towards the
Financial Market Authority and the company, the main shareholders of the company are the following:
Table 56. Main shareholders of SQLI at 31 December 2009
31/12/2009 Shares % of capital Shareholders Voting rights % of voting rights 11.171.940 31,67 % 15.681.798 39,76 % Shares of Jean Rouveyrol 1.621.398 4,60 % 3.242.796 8,22 % Shares of Aurinvest 1.919.167 5,44 % 1.919.167 4,87 % Shares of FD5 743.637 2,11 % 1.487.274 3,77 % Shares of Famille Patrick Lacarrière 392.412 1,11 % 784.824 1,99 % Shares of SETHI 359.091 1,02 % 718.182 1,82 % Shares of Fondation de France 220.000 0,62 % 440.000 1,12 % Shares of Bruno Leyssene 167.329 0,47 % 282.586 0,72 % Shares of Yahya El Mir Shares of Creators Eozen Shares of employee shareholders (PEG) Shares of other shareholders Part of employees Self control Public Shares of Alain Lefebvre Shares of SPGP Shares of SOCADIF Shares of FINAC Shares of Alto Invest Total CHAPITRE 18
141.667 0,40 % 141.667 0,36 % 2.925.565 8,29 % 2.925.565 7,42 % 502.928 1,43 % 643.954 1,63 % 2.178.746 6,18 % 3.095.783 7,85 % 1.020.183 2,89 % 1.079.143 2,74 % 344.429 0,98 % 0 0,00 % 23.756.662 67,35 % 23.756.662 60,24 % 1.018.857 2,89 % 1.018.857 2,58 % na na na na 1.500.000 4,25 % 1.500.000 3,80 % na na na na 1.921.705 5,45 % 4,87 % 35.273.031 100 % 1.921.705 39.438.460 100 % 134 / 270
Table 57. Main Shareholders of SQLI at 31 December 2008
31/12/2008 Actions % du capital Shareholders Droits de vote % des droits de vote 10.440.982 30,38 % 14.916.845 38,40 % Shares of Jean Rouveyrol 1.621.398 4,72 % 3.242.796 8,35 % Shares of Aurinvest 1.919.167 5,58 % 1.919.167 4,94 % Shares of FD5 943.637 2,75 % 1.887.274 4,86 % Shares of Famille Patrick Lacarrière 392.412 1,14 % 715.219 1,84 % Shares of SETHI 359.091 1,04 % 718.182 1,85 % Shares of Fondation de France 220.000 0,64 % 440.000 1,13 % Shares of Bruno Leyssene 190.501 0,55 % 376.152 0,97 % Shares of Creators Eozen 2.197.488 6,39 % 2.197.488 5,66 % 309.966 0,90 % 309.966 0,80 % 2.287.322 6,66 % 3.110.601 8,01 % 516.716 1,50 % 678.177 1,75 % 380.532 1,11 % 0 0,00 % 23.548.197 68,51 % 23.548.197 60,62 % na na na na Shares of SPGP (AMF statement 20 Febuary 2008) 1.129.214 3,29 % 1.129.214 2,91 % Shares of SOCADIF (AMF statement of 25 September 2007) 1.500.000 4,36 % 1.500.000 4,36 % Shares of FINAC (AMF statement of 20 December 2005 & TPI April 2007) na na na na 1.921.705 5,59 % 1.921.705 4,95 % Shares of employee shareholders (PEG) Shares of other shareholders Shares of employees Self control Public Shares of Alain Lefebvre ( AMF statement on 12 Septembrer 2005 & TPI April 2007) Shares of Alto Invest (AMF statement of 01/12/2008) Total CHAPITRE 18
34.369.711 100 % 38.845.574 100 % 135 / 270
Table 58. Main shareholders of SQLI at 31 December 2007
31/12/2007 Actions % du capital Shareholders Droits de vote % des droits de vote 7.413.845 24,17 % 10.889.791 31,92 % Shares of Jean Rouveyrol 1.734.398 5,65 % 3.468.796 10,17 % Shares of Aurinvest 1.273.106 4,15 % 1.273.106 3,73 % Shares of FD5 943.637 3,08 % 1.887.274 5,53 % Shares of Famille Patrick Lacarrière 381.509 1,24 % 381.509 1,12 % Shares of SETHI 359.091 1,17 % 718.182 2,10 % Shares of Fondation de France 220.000 0,72 % 220.000 0,64 % Shares of Bruno Leyssene 194.079 0,63 % 386.730 1,13 % Shares of employee shareholders (PEG) 288.400 0,94 % 288.400 0,85 % 2.019.625 6,58 % 2.265.794 6,64 % 579.096 1,89 % 619.408 1,82 % 30.119 0,10 % 0 0,00 % 23.230.627 75,73 % 23.230.627 68,08 % Shares of Alain Lefebvre ( AMF statement on 12 Septembrer 2005 & TPI April 2007) 1.120.387 3,65 % 1.120.387 3,28 % Shares of SPGP (AMF statement 20 Febuary 2008) 1.510.714 4,92 % 1.510.714 4,43 % Shares of SOCADIF (AMF statement of 25 September 2007) 1.500.000 4,89 % 1.500.000 4,40 % 1.452.186 4,73 % 1.452.186 4,26 % Shares of other shareholders Shares of employees Self control Public Shares of FINAC (AMF statement of 20 December 2005 & TPI April 2007) Total 30.674.591 100 % 34.120.418 100 % The company does not register any other shareholder who would own personally or in unison 5% or
more or the capital or the voting rights.
At 31 December 2009, SQLI directly owns 344.429 SQLI shares. Details can be found in paragraph
21.1.3 “Holdings and buyback programs”.
18.1.2 STATEMENTS ON CROSSING OF THRESHOLDS DURING LAST THREE YEARS
There hasn’t been any crossing of threshold in 2009.
During last three years, the following statements of crossings of thresholds have been made towards
the Financial Market Authority and presented to the company:
CHAPITRE 18
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Table 59. Statement of threshold crossings of SQLI capital during the last three years
Date of statement Date of application Statement of intention Type Thresh
old Type of transaction Companies or persons Number of shares % of capital 208C2317 23/12/2008 19/12/2008 No Increase 5 % On the market Aurinvest 1.919.167 5,58.% 1.919.167 5,01.% 208C2133 01/12/2008 28/11/2008 No Increase 5 % On the market Alto Invest 1.921.705 5,61.% 1.921.705 5,04.% 208C1951 28/10/2008 24/10/2008 No Increase 5 % On the market Aurinvest 1.720.667 5,03.% 1.720.667 4,57.% 208C1741 25/09/2008 22/09/2008 No Increase 5 % On the market Alto Invest 1.768.022 5,16.% 1.768.022 4,69.% Increase 5 % du capital et 10 % des droits de vote In kind M. Jean Rouveyrol 1.621.398 4,79.% 3.242.796 8,63.% 5 % On the market Société Privée de Gestion de Patrimoine ‐ SPGP 1.129.214 3,73.% 1.129.214 3,33.% SOCADIF 1.500.000 4,95.% 1.500.000 4,43.% Référence 208C1279 208C0372 207C2168 207C0725 % of voting rights Number of voting rights 04/07/2008 30/06/2008 22/02/2008 20/09/2007 02/10/2007 20/02/2008 25/09/2007 31/08/2007 No No Decreas
e No Decreas
e 5 % Modification of number of shares and voting rights 15 % des droits de vote On the market M. Jean Rouveyrol 2.042.298 7,24.% 4.084.596 12,76.% 25/04/2007 10/04/2007 No Decreas
e CHAPITRE 18
137 / 270
18.2 MAIN SHAREHOLDERS VOTING RIGHTS
On 21 March 2000, the Combined General Assembly decided to create double voting rights, recorded
in the Company statutes.
Article 26, from the statutes updated on 07 December 2009, is exposed below.
Article 26 - QUORUM – VOTE
«
1. The quorum is calculated using all of the shares that make up the capital, except in Special
Shareholders’ Meetings where it is calculated using all of the shares of the particular share category
concerned, all of these are calculated less those shares which hold no voting rights according to the
dispositions laid out in the law.
In the case of postal voting, only those votes which are duly completed and received by the Company
at least three days before the date of the general Meeting will be taken into account in the calculation
of the quorum.
2. The voting rights related to capital share or bonus share is proportional to the percentage of capital
represented. Each share gives one voting right.
3. Exceptionally, a voting right, accounting for twice the others that were granted according to their
capital quote, can be granted:
To all the totally paid-in shares which will be proved to have been owned by the same shareholder
for at least three years
To the registered shares given to a shareholder, in case of capital increase through reserves
incorporation, profit or issue premium, for the old shares he benefits from.
The double voting right expires for any share that was subject to a conversion to the holder or a
transfer. However the transfers due to inheritance or family donation to a relative do not lead to a
termination of the voting rights nor stop the three years deadline.
The possible merger or separation of the company does not have any effect on double voting rights
which can be exercised within the purchasing company if allowed by its statutes.
4. Voting takes place by a show of hands, or by a nominal call or by a secret ballot according to the
decision of the office of the general Meeting or by the shareholders. Shareholders can also make use
of postal voting. »
18.3 OWNERSHIP AND CONTROL OF THE COMPANY
As described in paragraph 18.1.1 « Shareholders at 31 December 2009 », the company capital is
divided between many shareholders; None of them owns more than 10% of the capital or voting
rights. Therefore, no shareholder can control the decisions related to the company during the General
Assemblies meetings.
CHAPITRE 18
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18.4 AGREEMENTS THAT MAY BRING A CHANGE IN THE COMPANY’S
MANAGEMENT
18.4.1 SHAREHOLDERS AGREEMENTS AND OTHER
There is not any existing agreement between shareholders or other related to SQLI share capital and
likely to lead to changes in the company management.
There is no existing factor likely to have an specific impact in case of public offer, according to article
L. 225-100-3 of the Commercial Code. Following this article, the company guarantees that:
-
There is no existing restriction on the exercise of voting rights and share transfer, nor is there
any clause in the conventions registered by the company in application of Article L.233-11;
-
There is no existing holder of any securities having special control rights
-
There is no existing control measure in the employees share system when the control rights
are not exercised by the employees
-
There is no existing agreement between shareholders known by the company which could
generate restrictions to the shares transfer and the exercise of voting rights.
-
The rules applied to the nomination and substitution of the Executive Board members, and to
the modification of the company statutes are those requester by the law.
-
The Executive Board has been authorised by the General meeting to make some issues or
repurchase of shares. The program for repurchase of shares authorized on 31 December 2009
is described in paragraph 21.1.3 “Holding and buyback programs” of the present reference
document. The table presenting the current delegations authorised by the General Assembly to
the Governing and Executive Board members regarding the capital increases and showing the
use of these delegations in 2009 is exposed in paragraph 21.1.3 “Holding and buyback
programs”.
-
In compliance with Article L.225-100 of the Commercial Code, the present report includes a
chart of the current delegations granted authorised by the General meeting to the Executive
Board for capital increases. The use of these delegations is registered in the accounts of 2007.
-
There is no existing agreement contracted by the company which would be modified or would
end in case of change in the company management.
CHAPITRE 18
139 / 270
CHAPTER 19
OPERATIONS WITH RELATED FIRMS
19.1 INTRA-GROUP AGREEMENTS
The information regarding deals with related firms is detailed in the « Statutory auditors report on
regulated agreements ». The company did not record any other regulated convention or deal than
those exposed below.
The General Assembly of 16 June 2009 approved:
-
The convention signed in 2008 and authorized by the Executive Board on 30 June 2008
regarding the allocation of a layoff pay without any result condition to Monsieur Yahya El
Mir;
-
regarding the contraction of a non-competition obligation by Monsieur Yahya El Mir in
exchange of a layoff pay;
-
regarding the change of work contract of Monsieur Nicolas Rebours.
CHAPITRE 19
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19.2 STATUTORY AUDITORS REPORT ON REGULATED AGREEMENTS
CONSTANTIN ASSOCIES
114 rue Marius Aufan
28, rue Ginoux
92532 – LEVALLOIS-PERRET Cedex
75015 - PARIS
SQLI
Limited
Statutory auditors’ report
on regulated agreements
Dear shareholders,
Being the statutory auditors appointed by your company, we present thereafter our report about
authorized agreements.
We are not required to ascertain whether any other contractual agreements exist, but to inform you, on
the basis of the information provided to us, of the terms and conditions of agreements indicated to us.
It is not our role to comment as to whether they are beneficial or appropriate. It is your responsibility,
under the terms of article R.225-58 of the Commercial Code, to evaluate the benefits resulting from
these agreements prior to their approval.
Absence of notice of conventions and commitments
We haven’t been informed of any convention or commitment contracted in 2009 in
compliance with Article L.225-38 of the Commercial Code.
Conventions and agreements approved during previous financial years which are ongoing
Otherwise, in application of the Commercial Code we have been informed that the
agreements approved during the previous financial years have been ongoing during the course
of the last financial year.
CHAPITRE 19
141 / 270
1. Non-competition obligation of the CEO
Nature and object:
The Executive Board authorized on 30 June 2008 the contraction of a non-competition obligation by
Monsieur Yahya El Mir in exchange of a compensation given by the company.
Conditions:
This non-competition obligation prevents Monsieur Yahya El Mir for a duration of 5 years starting
with the termination of his functions in the group, decided for any possible reason (retirement,
dismissal, termination of the mandate…) from:
-
(i) showing any direct or indirect interest, for himself or a thirt party, as an employee or
managing agent, for the competitors of the company listed in the study made in January 2008
by Pierre Audoin Consultants, or for the companies controlled by or controlling these
competitors, according to Article L.233-3 of the Commercial Code;
-
(ii) purchasing, directly or indirectly, holdings in a competitive firm capital for more than 2%
in shares or voting rights, except if this acquisition is due to an agrement between SQLI and
the company.
This non-competitive obligation is geographically limited to France, Belgium, Switzerland,
Luxembourg, Morocco and Canada; and is limited to SQLI activities. This agreement was authorized
by the Executive Boarder of 30 June 2008, and approved by the General Assembly of 16 June 2009.
In exchange this obligation, the company will give him financial compensation paid during five years
and equal to 60% of his total gross remuneration (fixed, variable and in-kind benefits), granted for the
last twelve months of activity within the group. This compensation amounts then to 300 % of his total
gross remuneration (fixed, variable and in-kind benefits) granted for the last twelve months of activity
within the group. The compensation will be paid as follows:
-
80% will be paid in one time within the 30 days following the termination of his function in
the group;
-
In case of violation of the non-competitive obligation by Monsieur Yahya El Mir, the company will
be liberated from any obligation to pay the compensations described above. The compensations
already paid will be acquired by Monsieur Yahya El Mir, who will have to give back a percentage of
the 80 % paid compensations, corresponding to the months remaining between the date of the
violation and the ending date of the obligation.
CHAPITRE 19
142 / 270
2. Allocation of a layoff pay to the CEO
Nature and object:
The Executive Board met on 30 June 2008, authorized the allocation of a layoff pay to Monsieur
Yahya El Mir.
Conditions:
In case of departure of Monsieur Yahya El Mir due to any reason (resignation, dismissal except for
serious misconduct, end of the mandate…), he will receive a 250.000 € layoff pay with the conditions
of results exposed hereafter.
The condition of result is a current operating margin higher or equal to 5% in the financial year ended
before the termination of his functions within the group.
The Executive Board meeting will have to take place within 10 days from the termination of Monsieur
Yahya El Mir functions within SQLI group or within 10 days from the stopping date of the previous
year financial accounts, in order to respect the set conditions and to decide of the layoff pay. The
Board decision will be communicated in compliance with articles L.225-42-1 alinéa 5 and R.225-34-1,
alinéa 2 of the French Commercial Code.
The layoff pay will be paid by the company to Monsieur Yahya El Mir in one time and in the 30 days
following the Executive Board meeting confirming the respect of these conditions.
3. Modification in the work contract of Monsieur Rebours
Nature and object:
Monsieur Nicolas Rebours is Administrative and Financial manager of the group, a mission set by the
work contract signed on April 2002. He is also the Delegated Executive Officer since 30 June 2008,
function for which he does not earn any extra remuneration.
Conditions:
On 13 November 2008, the Executive Board decided to authorize the change of work contract for
Monsieur Nicolas Rebours suggested by the CEO. The gross annual wages amounts to
150 000 euro. The variable share amounts to 60 000 euro.
For year 2009, the variable part amounted to 16 900 €, the vacation bonus to 1 500 € and the
bonus in kind related to the vehicle to 2 932 €, i.e. a total amount of 171 332 €.
CHAPITRE 19
143 / 270
We conducted our work in accordance with professional standards applicable in France.
These standards require us to perform the necessary procedures to verify that the information
provided to us is consistent with the documentation from which it has been extracted.
Paris and Levallois Perret, on 19 April 2010
CONSTANTIN ASSOCIES
Thierry QUERON
Claude FIEU
CHAPITRE 19
144 / 270
CHAPTER 20
FINANCIAL INFORMATION ABOUT THE ISSUER’S NET
WORTH FINANCIAL SITUATION AND RESULTS
20.1 HISTORICAL FINANCIAL STATEMENT – BALANCE SHEET AND SOCIAL
ACCOUNTS
20.1.1 BALANCE SHEET
Table 60. Annual social financial statements SQLI – Balance sheet
In euro
Net at 31.12.2009
Notes
Net at 31.12.2008
ASSETS
Intangible fixed assets
Tangible fixed assets
Financlal assets
20 651 126
1 060 921
33 301 461
FIXED ASSETS
Customers and related accounts
Other receivables
Available funds
Deferred charges
55 013 508
25 426 219
27 510 892
4 429 398
2 137 383
CURRENT ASSETS
Ecarts de conversion Actif
18 908 956
881 280
35 535 101
55 325 337
4
5
7
8
59 503 892
50 830
TOTAL OF ASSETS
1
2
3
24 043 625
29 491 441
7 646 640
1 591 317
62 773 023
9
41 888
114 568 230
118 140 248
1 763 652
34 607 306
171 848
12 461 607
(4 327 287)
379 479
11
1 718 487
33 404 258
153 373
11 373 028
1 107 054
234 621
45 056 605
10
47 990 821
0
12
360 000
LIABILITIES
Capital
Issue, merger and transfer premiums,
Legal provision
Loss carried over
Profit (loss) of the year
Regulated provisions
OWN EQUITY
Conditional advances
OTHER OWN FUNDS
Provisions for risks
Provisions for charges
PROVISIONS FOR RISKS AND CHARGES
Loans and debts towards credit institutions
Other financial loans and debts
Advances and part-payments for orders in progress
Debts with suppliers and related accounts
Tax and social debts
Debts on assets
Other debts
Anticipated income
DEBTS
0
360 000
2 036 061
139 395
130 941
112 307
2 175 456
13
243 248
11 144 766
10 895 330
1 265 000
9 885 918
26 975 795
52 094
1 515 768
5 601 498
14
15
15 819 020
9 070 166
16
17
18
20
6 871 647
27 988 981
104 758
4 998 969
4 692 638
67 336 169
69 546 179
21
Ecarts de conversion Passif
TOTAL OF LIABILITIES
114 568 230
118 140 248
The enclosed appendix is part of the financial statements
CHAPITRE 20
145 / 270
20.1.2 SOCIAL ACCOUNTS
Table 61. SQLI social annual financial statements – Social accounts
31.12.200 9
(12 month)
Turnover
Operating subsidies
Recovery on depreciations and provisions
Cost transfers
Other earnings
OPERATING INCOME
Other purchase and external costs
Taxes and dues
Wages and salaries
Fringe benefits
Allocation to depreciation and provisions
:
: allocation to depreciation
- On fixed assets:
- On current assets: : allocation to provisions
- For risks and costs
: allocation to provisions
Other costs
OPERATING COSTS
OPERATING RESULT (PROFIT OR LOSS)
Financial earnings
Financial costs
107 516 209
739 774
196 350
392 951
3 244 100
Notes
22
30
33
23
112 089 384
28 124 220
3 216 084
56 747 890
26 344 460
670 827
412 731
274 049
40 721
31.12.200 8
(12 month)
109 304 711
413 918
771 019
284 317
2 350 383
113 124 348
24
25
1 et 2
30
30
22 867 322
3 411 545
56 068 141
26 324 836
578 584
215 350
118 360
602 192
115 830 982
110 186 330
(3 741 598)
2 938 018
879 069
2 724 009
470 687
2 026 832
FINANCIAL RESULT (PROFIT OR LOSS)
(1 844 940)
CURRENT PROFIT (LOSS) BEFORE TAXES
(5 586 538)
1 381 874
3 147 151
3 252 403
537 605
2 397 753
Extraordinary earnings
Extraordinary costs
26
(1 556 145)
(105 252)
29
(1 860 148)
CORPORATE TAX
(1 364 503)
31
(1 585 328)
NET PROFIT (LOSS)
(4 327 287)
EXTRAORDINARY PROFIT (LOSS)
1 107 054
The enclosed appendix is part of the financial statements
CHAPITRE 20
146 / 270
20.1.3 FINANCING CHART
Table 62. SQLI social annual financial statements – Financing chart
31.12.2009
In euro
Year result
Net allocation for depreciation and provision
Capital gain or loss for transfers
(Bonus and malus technical excess
Subsidies registered in the result account
Self financing capacity
(4 327 287)
1 226 096
203 081
450 290
(320 000)
Notes
30
31.12.2008
1 107 054
2 249 749
(2 915)
1
29
(2 767 820)
3 353 888
6 736 220
3 477 833
1. CASH FLOW USED IN (COMING FROM)
ACTIVITY
3 968 400
6 831 721
Acquisition of intangible assets
Acquisition of tangible assets
Acquisitions of financial assets
Transfer (drecrease) of intangible assets
Transfer (drecrease) of tangible assets
Transfer (drecrease) of financial assets
(156 139)
(784 556)
(3 746 140)
309 288
448 259
Variation of operating capital
Net investment
Variation of slippage
1
2
3
1
2
3
(3 929 288)
(233 144)
(457 984)
(9 574 106)
48 271
666 738
(9 550 225)
(1 580 132)
(5 276 812)
2. CASH FLOW USED IN (COMING FROM)
INVESTMENT
(5 509 420)
(14 827 037)
Capital increase
Other own equity increase
Increase (decrease) of financial debt
Net variation of the group current accounts
45 166
1 111 642
(4 982 025)
1 841 625
10
10
14
184 756
8 356 209
(314 359)
2 081 997
3. FINANCING FLOW
(1 983 591)
10 308 603
4. CASH FLOW VARIATION
(3 524 611)
2 313 287
Cash flow coming from TUP ICONEWEB & SUDISIM
53 664
5. Net cash position at opening date
7 466 855
5 153 568
6. NET CASH POSITION AT CLOSING DATE
3 995 907
7 466 855
The enclosed appendix is part of she financial statements
CHAPITRE 20
147 / 270
20.1.4 ACCOUNTING PROCEDURES AND CRITERIA, APPENDIX AND EXPLANATIONS
A. Activity
Created in 1990, SQLI is the French leading company for specialised services in N.T.I.C. The services offered by
the company consists in:
Consulting: governance, urbanisation, Moa, process improvement and industrialisation, new SAP offers,
Business Intelligence…
Integration: SQLI makes more than 50% of its activity on package projects, with a result commitment and
strict guarantee of costs and deadlines respect thanks to CMMI 3.
The group has specialised services centres (Forfait, TMA, TRA, SAP, BI…).
Solutions: turnkey solutions which take advantage of the Internet and help improve the teams
productivity and answer functional problems.
Web agency: the integrated web agency helps companies to take advantage of the new opportunities of
the web: e-marketing and 2.0 Web, 2.0 company and business applications; ROI web (traffic, e-commerce, epub…), Web management…
The company is listed in Paris stock market on Eurolist, “compartiment C” (code: FR0004045540).
B. Important events during the year
Evolution of Turnover and Staff
The turnover increased from 109 305 K€ at 31 December 2008 to 107 516 K€ at 31 December 2009. The staff
included 1 370 people against 1 367 in 2007.
Capital Increase
The capital increased from 1 718 485,55 € to 1 763 651.55 € between the beginning and the end of the financial
year. The growth is mainly due to the exercise of BCE and various operations granted to the beneficiaries of
these warrants, in remuneration of the securities brought. Issue premium of 65 155.56 € and 1 046 486.80 € free
of charge, resulting from these operations have been registered.
Synthesis of the company business
Year 2009 was hit by a deep economic crisis which did not spare the computer services sector. According to the
Syntec, the market activity fell of about 2 to 3%. The development and technical assistance sector, which is one
of the group's markets, has been strongly hit (-6%). This crisis is one of the factors leading to the degradation of
the group main indicators: Turnover down by 1.64% at constant perimeter, employment rate down by 77%
compared with 80% in 2008, basic daily rate of 436 € compared with 442€ in 2008) and first operating loss since
2002.
The group restructuration started in 2008 and carried on in 2009 also affected the profitability of its activities. In
2005 the group launched a takeover plan in order to increase the share of added value activities compared with
traditional engineering (Consulting, Solutions and Web Agency represented 10% of the business in 2005 and
46% in 2009). The group had to carry on its transformation and adapt the agencies reorganization, the
management teams structure and the commercial know-how to this new dimension. Such deep changes can’t be
Nonetheless, the added value activities development strategy worked out, since even if 2009 revenues fell from
3.4% at constant perimeter, the Consulting, Solution and Web agency sector had an organic progress of more
than 10%. Paradoxically, the group recorded a strong growth on its value added activities and and a decrease of
almost 15% on its usual integration activities in 2009.
In 2009, SQLI carried on its value added activities development strategy by purchasing Naga Conseil (Consulting
SAP), Aston Education (Training) and the goodwill of Management et Logiciel (Maintenance of operating
conditions). These companies integration was made without any problem.
Despite the year unprofitable result and the amount of cash invested in the external growth operations made in
2009, the Group financial situation remained very solid with a net debt of 6.7 M€ at the end of December 2009
compared with 8.2 M€ at the end of December 2008.
C. Events recorded after the accounts closing
CHAPITRE 20
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There has been no significant event registered after the accounts closure which could alter the accounts
presented thereafter.
D. Accounting rules and procedures
The annual accounts have been drawn up in euro and presented in accordance with the currently accepted
accounting rules and principles, applicable on 29 April 2009, date of closure by the Executive Board.
The general accounting agreements were applied respecting with caution and in accordance with the basic
assumptions:
- Continuity of operation,
- Consistent accounting methods from one financial year to another,
- Independence of the financial years.
- The base method retained to evaluate the booked elements is the historical costs method.
The main methods used are as follows:
a. Intangible fixed assets
The intangible fixed assets are registered at their acquisition cost.
Software are depreciated on a duration from 1 to 3 years, except for the software packages VIGILINK/JURILINK
and IMAGE PHARMA which are depreciated on 8 years to take into account the expected life span of these
solutions.
Goodwill is registered at their acquisition cost, charges included.
The technical excess coming from the universal transfer of assets of a subsidiary is registered in intangible
assets, category “goodwill”. If need be, the excess representing the loss or “real mali” is registered in financial
costs.
Goodwill and technical excess are submitted to a test of loss of value at least once a year or more frequently if
there are existing losses of value.
The company does not tie up its R&D costs and records it as charges. They consist in staff costs of reseachers
and functioning costs. These costs amounted to 2 723K€ in 2009.
b. Tangible fixed assets
Tangible assets are registered at their acquisition cost.
In application of the CRC regulation N° 2004-06, the management chooses not to incorporate the costs of loans
into the value of the fixed assets.
According to the rules defined by the CRC regulation N° 2002-10, the fixed assets must be broke down into
individualised elements with a different duration of use. We did not identify in our capital assets liable to be the
object of a breakdown by component.
Thus the depreciation is calculated using the straight-line method in accordance with the expected life cycle of the
asset, according a linear method (L) or decreasing (D) as follows:
 General premises:
L on 8 y.
 IT equipment:
L on 2 y.
 Office equipment:
L on 5 y.
 Transport equipment:
L on 4 y.
c. Securities
Securities are registered at their acquisition price.
In application of the CRC regulation N° 2004-06, the management chooses to activate the acquisition costs of the
securities. The costs incurred from 2006 are spread on 5 years by means of an accelerated depreciation which
starts with the securities acquisition date.
At the end of each financial year, the historical value of equity shares is compared to the going value by taking
account of the quota of net assets increased in the unrealised gains and the trend in profits as well as the
economic interest that the companies represent for the group.
The unfavourable variations are the object of provisions for depreciation of securities.
CHAPITRE 20
149 / 270
A depreciation of ALCYONIX INC securities amounting to 420 K€ have been registered in 2009.
d. Other financial assets
The 20 years loans granted by the company on its obligation to participate to the construction are capitalised
according to the OAT 10 year-rate.
The company concludes a liquidity contract in accordance with the AFEI charter in order to promote the liquidity of
transactions and the regularity of its securities payments. The transactions carried out for its own benefit, by the
securities dealers maker of the contract, are entered in the accounting under long-term loans and investments.
When not available, the funds kept by the financial intermediate represent fixed receivables.
-
The own shares are evaluated on the basis of their acquisition cost.
e. Receivables
Receivables are valued at face value. A provision for depreciation is made if there is a risk of non-recovery.
The group outsources the management of its customer claims covering credit-insurance, as well as recovery and
refinancing management. The company assigned these claims within the framework of factoring agreements.
With the exception of claims for foreign customers or customers living in the DOM TOM, 100% of customers
claims are transferred to the factor and registered in the category “Other claims”. This heading is totally payable
except for a guarantee provision of 2 millions euros.
The company initiated a Research and Development programme from 2003 to 2009 which meets the criteria for
eligibility for a research tax credit.
Receivables regarding research spending by SQLI and its subsidiaries from 2004 to 2008 have been reimbursed
by the tax department. Only those corresponding to research expenditure made in 2006 and 2007 have not been
reimbursed because of a tax investigation carried out during these years.
As a precaution, an equivalent non-deductible provision was assigned to this asset, which was not definitively
earned.
A convention on current accounts has been signed within the group between SQLI and the related companies,
which controls the cash flow resulting from the economic and financial relationship between themselves.
In this context, SQLI established a statement of current accounts and calculated the interests due on the basis of
the average credit balance during last semesters. Interest scales calculated are capitalised on the last day of the
related semester.
The remuneration rate of current accounts is equal to the average of EURIBOR 12 months rate, in the limit of the
tax deductions consented by national legislations.
f. Short-term investment securities
The short-term investment securities are booked at the purchase price or at the market price for the latest month,
if the latter is lower. For the unlisted securities, if the balance sheet value is less than the likely trading value, a
provision is set aside for depreciation. The company realises at the end of the year the short-term investment
securities of its holdings.
g. Cash flow
A convention of centralisation of the group cash flow has been signed with la Société Générale on 23 May 2006.
It provides a centralisation of the cash flow of companies which participate in the convention,, on SQLI the
controlling company.
In this way, the net day positions of the participating companies accounts, (debt or credit) are levelled on the
controlling company accounts. The interest paid and owned are calculated day by day according to the
centralised position of the group cash position.
The interest rates applied are the rates applied in the market.
h. Long-term contracts
Controlled services – For sub-contracts, the invoicing from subcontractors or prepaid charges are registered
according the project advancement.
Package services – The turnover resulting from all-in projects is entered in the accounting in accordance with the
progress method. The current services are valued at the sale price. If the amount of services performed is greater
than the amount invoiced for, the difference appears in invoices to be established. Otherwise, it is recorded as
prepaid income.
CHAPITRE 20
150 / 270
A provision for losses upon completion is entered when the anticipated project margin is negative.
i. Regulated provisions
-
These provisions do not correspond to normal provisions but are recorded in application of legal measures. They
are created following a mechanism similar to the one for other provisions, but their tax system is submitted to this
accounting system.
-
The amortization of securities acquisition cost last five years from the date of acquisition.
-
j. Other shareholders’ funds
After the dissolution of Procea in 2007, SQLI signed a contract with OSEO INNOVATION on 30 July 2004 for the
payment of a 360 000 € loan dedicated to the conception of an platform integrating the process application.
Since the program failed for technical reasons, the loan was partly reimbursed by SQLI (40€) and the balance
was registered in 2009 as an operating grant (320 K€).
k. Provisions for risks and charges
-
The provisions for risks and charges are recorded when the object of the risks and charges is cleary defined but
the execution is uncertain but likely to occur because of current events.
l. Transactions in foreign currencies
The charges and income in foreign currencies are entered at their equivalent value on the date of the transaction.
The debts, receivables and liquid assets in foreign currencies appear in the balance sheet at their equivalent
value as determined by the rate at the end of the financial year. The difference resulting from this valuation of
debts and receivables in foreign currencies at this rate is entered in the balance sheet under the heading
"unrealised foreign exchange gains and losses". The differences resulting from the conversion of liquid assets in
foreign currencies are registered in the category “exchange loss” of the result accounts.
m. Tax situation of the group concerning corporate tax
On 31 December 2009, SQLI constitutes an integrated group for taxation purposes including the following
companies: ABCIAL, LNET MULTIMEDIA, CLEAR VALUE, CLEAR VALUE France, EOZEN France, APPIA
CONSULTING and URBANYS.
The tax charges are borne by the integrated companies (subsidiaries and parent), as in the absence of taxation
integration. The tax savings made by the group are retained by the parent company.
The company registers the payable tax charge. The R&D, family and training tax credit are retreated from the tax
charge.
n. Advantages after employment
The advantages after employment covered by provisions are related to commitments for retirement
compensations, which are fixed allowances calculated according to the number of years of service and the annual
wages at the date of retirement. They don’t generate any provision in the accounts.
E. Other information Figures below are in euro
1 INTANGIBLE FIXED ASSETS
Acquisitions
Allocations
31.12.2008
Settlement costs
38 205
Transfer
Recovery
31.12.2009
38 205
Software
Goodwill
2 448 164
17 866 933
165 430
1 917 465
2 613 594
19 784 398
Total gross value
20 353 302
2 082 895
22 436 197
Less: depreciations
1 444 347
340 724
1 785 071
18 908 955
1 742 171
20 651 126
Net value
CHAPITRE 20
151 / 270
Companies Goodwill is registered as follows:
31.12.2008
ASTON
PROCEA
SYSDEO
Acquisitions
Allocations
Transfer
Recovery
8 956 600
1 438 183
5 199 597
31.12.2009
8 956 600
1 438 183
5 199 597
Of which:
Goodwill of NAGORA TECHNOLOGIE
323 844
323 844
Goodwill of OBJECTIVA
593 340
593 340
150 000
2 122 553
150 000
2 122 553
15 502
1 901 963
INLOG
AMPHAZ
M&L
ICONEWEB
15 502
1 901 963
Goodwill net value
17 866 933
1 917 465
-
19 784 398
The technical loss resulting from the universal transfer of assets of ASTON, PROCEA and SYSDEO in 2007 as
well as the transfer of ICONEWEB Multimedia in 2009 are registered I category “goodwill”.
SQLI purchased the following activities from SYSDEO:
For 323.844 , the training activity of NAGORA TECHNOLOGIE and products distribution activity of VISUAL
WORKS, WEBSPHERE OR WEBLOGICS, as well as the consulting services related to these products;
For 593.337
, the goodwill of OBJECTIVA SA, transfered to SYSDEO with the merger of 1st January 2005.
In 2009, SQLI perfected its Operating Conditions Maintenance offer with the acquisition of Management &
Logiciels goodwill for 1 euro. The acquisition costs booked in the assets amount to 15 501 €.
M&L marketed a Business consulting and software package solution which is particularly famous in the maritime
field. SQLI, a leader in military naval OCM with IdeOptima solution, finalized its expertise for the mid-market.
Management & Logiciels has 4 partners. The integration was completed on 1 July 2009.
SQLI took over SYSDEO, ASTON and PROCEA companies in the last years and SUDISIM and ICONEWEB in
2009 with a universal transfer of assets. These companies businesses are from then totally integrated to SQLI's
and it is nearly impossible to identify the turnover or margin related to each of these businesses. The two main
companies (ASTON et SYSDEO) allowed SQLI to grow to a consistent size (from 44 million in 2005 to 74 in
2006) and to keep its referencing contracts with the major accounts despite the decrease of ICT services firms.
The justification for the goodwill value of these four companies has been tested with discounted cash flow
procedure applied to SQLI.
The business related to AMPHAZ and INLOG companies can be identified and the turnover and operating margin
estimates allow to validate the amount on the basis of an operating margin multiple of 4.25.
In order to certify the main elements of SQLI goodwill global valuation approach, the recoverable values are set
from the updated net cash flows, with consideration of the terminal value, based on an infinite growth rate for the
income of the valued assets. The rate used for the updating of the future cash flows is the weighted average cost
of capital before taxes. The considered hypothesis in terms of activity growth and terminal values are reasonable
and in compliance with the available market facts. The main factors used for the establishment of this estimated
flows are the following:
Duration of estimates: 4 years
Capitalization rate (aft. Tax) 8,28%
Ad infinitum growth rate: 1,5%
After these tests, the group did not decide any depreciation of assets.
CHAPITRE 20
152 / 270
2 TANGIBLE FIXED ASSETS
31.12.2008
General facilities and fittings
Transport equipment
IT equipment
Furniture
3
Acquisitions
Allocations
Transfer
Recovery
1 177 751
25 301
1 156 188
572 871
126 127
Total Gross value
2 932 111
Less: depreciations
Net value
31.12.2009
20 864
285 718
1 303 878
4 437
1 611 639
607 661
902 086
306 582
3 527 615
2 050 831
462 700
46 837
2 466 694
881 280
439 386
259 745
1 060 921
741 169
34 790
FINANCIAL FIXED ASSETS
31.12.2008
Increase
Allocations
Decrease
Recovery
31.12.2009
At most 1
year
At least 1
year
Equity securities
LEss: provisions
41 622 650
7 485 655
3 202 278
420 000
5 566 196
407 598
39 258 732
7 498 057
Net value
34 136 995
3 622 278
5 158 598
31 760 675
Loans
Deposits and surety
Own equity*
Fixed claimsi
1 038 013
511 396
765 386
22 519
244 797
60 536
182 463
323 080
1 282 810
389 469
442 306
85 157
442 306
85 157
Total gross value
Less: provisions
2 337 314
939 208
367 971
211 788
505 543
492 040
2 199 742
658 956
527 463
94 744
1 672 279
564 212
Net value
1 398 106
156 183
13 503
1 540 786
432 719
1 108 067
Total Gross value
Less: provisions
43 959 964
8 424 863
3 570 249
631 788
6 071 739
899 638
41 458 474
8 157 013
527 463
94 744
40 931 011
8 062 269
Net value
35 535 101
2 938 461
5 172 101
33 301 461
432 719
32 868 742
i
62 638
39 258 732
7 498 057
-
31 760 675
1 282 810
389 469
Unavailable cash of the liquidity contract
CHAPITRE 20
153 / 270
In 2009, SQLI took over 100% of NAGA CONSEIL and ASTON EDUCATION companies.
With an agreement signed in 31 March 2009, SQLI purchased 100% of SAS NAGA CONSEIL holdings.
Based in Paris, NAGA CONSEIL is a 20 employees firm specialized in SAP environment. The takeover price
amounts to 700 K€ and was paid in cash. A price supplement of the same amount is expected depending on
NAGA CONSEIL results in terms of growth and profitability in 2009 and 2010.
Given the company results in 2009 and those expected for 2010, no price supplement has been provisioned at 31
December 2009.
With an agreement signed in 18 June 2009, SQLI purchased 100% of ASTON EDUCATION holdings.
Based in Paris area (Bagneux and Boulogne), ASTON EDUCATION developed an advanced expertise for
trainings on Microsoft technologies and has a strong relationship with editors. The company and ASTON
INSTITUT, COGENIUS and SYSRESO subsidiaries are part of a group with 12 employees.
The transfer protocol sets out a firm payment of 1.590 K€ in cash and the allocation of 200 000 SQLI securities
for 100% of ASTON EDUCATION holdings. A price supplement will be paid depending on operational results in
2010-2013: the price supplement is estimated at 608 K€ on 31 December 2009.
The price supplement for EOZEN takeover related to the company 2008 results has been paid on 30/04/2009 in
cash for 1 110 K€ and with securities issue for 1 067 K€. The price supplement related to 2009 results (2 177K€)
has been canceled since the expected objectives had not been reached.
The following depreciations are registered on financial fixed assets:
31.12.2008
Equity securities
ABCIAL
ICONEWEB MULTIMEDIA
TECHMETRIX
SQLI ESPAGNE
ALCYONIX CANADA
Allocation
7 047 607
407 598
0
30 450
Recovery
407 598
420 000
Total
Loans i
Total
7 485 655
31.12.2009
7 047 607
0
0
30 450
420 000
7 498 057
939 208
211 788
492 040
658 956
8 424 863
631 788
899 638
8 157 013
i OAT rate at ten years at the closing of the financial year: 3,60% (31.12.2008: 3.50%).
Each year, SQLI proceeds to the evaluation of the subsidiaries with the Discounted Cash Flow (DCF) approach.
This approach, by using a 1.5% ad infinitum growth rate and a10,52% pretax weighted average cost of capital,
led to the depreciation of ALCYONIX CANADA securities amounting to 420 K€.
Self-owned shares
After the resolutions taken by the Combined General Meeting of 16 June 2009, SQLI decided to continue the
programme for buying back its own shares, with the following objectives (by decreasing priority): i) Market
animation or share liquidity, ii) Purchase for keeping and using for exchange or retribution of possible external
growth operations, iii) Allocation of shares to the employees, iv) Possible Cancellation of these shares.
At the closure date of the accounts, the group does not intend to affect the own equity to free shares allocation
plans.
This programme which lasted 18 months and ended with the General Meeting f 31 December 2009, set a
maximum unit purchase price of 7 euro and a minimum unit selling price of 0.5 euro. It was organised within a
liquidity contract signed with la Financière d’Uzès.
CHAPITRE 20
154 / 270
31.12.2009
Number
of shares
Unit price
Self-owned shares
at 1st January
380
532
Acquisitions of the
year
223
452
0,874 €
Transfer at sale
value
-259
555
1,024 €
2,011 €
Transfer gain or loss
Self-owned shares
at 31 December
2009
31.12.2008
(en K€)
Numbe
r of
shares
765
30 119
Value
195
-266
417
120
-66 707
Unit
price
1,284€
442
(in K€)
2,759 €
83
2,037 €
849
1,747 €
117
-252
344
429
Value
-50
380
532
2,011 €
765
200 000 of the 259.555 shares transfered during the year have been offered to ASTON shareholders for the
takeover of this group: The shares have been valued according to the day market price, i.e. 1€, which generated
a financial loss of 250 K€ fro SQLI (historical value of self-owned shares: 450 K€).
CHAPITRE 20
155 / 270
4 CUSTOMERS AND RELATED ACCOUNTS
Customer claims amounts to 16,215,467 € and invoices to make up to 9,970,047 €. Depreciations are registered on
customer claims for 423.557 €. The deadline for customer claims is less one year.
SQLI uses the services of a factoring company. The business costs of customer claims and their capitalisation are
as the following:
In thousands of euro
Credit insurance and customer management
Financial cost of claim capitalization
2009
2008
201
38
239
Total
207
64
271
5 OTHER CLAIMS
Gross
amount
Debts of suppliers
Staff and related accounts
Welfare system and other social institutions
State, public institutions
Corporate tax
R&D tax credit 1
Subsidies
Reusable VAT
Part payment on professional tax
Group and partners 2
Various debtors
Capitalized customer claims
Others4
Claims on asset transfers
Total
Dépréciation
50 032
22 761
73 753
390 203
1 282 589
215 511
1 200 557
3 356
5 994 729
1 115 615
27 500
Net
amount
At most 1
year
50 032
22 761
73 753
50 032
22 761
73 753
390 203
166 974
215 511
1 200 557
3 356
5 967 229
390 203
1 282 589
215 511
1 200 557
3 356
5 994 729
At least 1
year
19 271 096
225 977
31 314
19 271 096
118 105
31 314
17 271 096
225 977
31 314
2 000 000
107 872
28 761 879
1 250 987
27 510 892
26 761 879
2 000 000
1 R&D tax credit amounts to à 817,121 € on the year for an overall credit of 1 060 465 € for 2009. This category
also includes R&D tax credit of companies LNET MULTIMEDIA for 241.413 €. The assets are totally depreciated
until the end of the tax administration recovery deadline.
The activated R&D tax credits for years 2004, 2005 and 2008 amounting to 2 356 069 € have been reimbursed in
compliance with the 2008 amending finance law provisions. Credits for years 2006 and 2007 have not been
reimbursed because of a current tax control.
R&D tax credit of companies ABCIAL for 474.039 €, and LNET MULTIMEDIA for 241.413 € and ICONEWEB
MULTIMEDIA for 8.225 € all integrated, as well as those of ASTON for 144.319 €, PROCEA for pour 144.319 €,
and SYSDEO for 153.943 € have been reimbursed.
The provisions for depreciation of reimbursed tax credits have been recovered.
2 The result accounts of company SQLI Spain (27.500 €) (39 213 €) is also totally depreciated. The interest
income on the year result accounts, calculated at a rate of 1.60 %, amount to 44 550 €
3 The guarantee reserve signed with the factor amounts to 2,000,000 €.
4. 39.594 € allocated to the participation of SQLI to the consortium about the European project QUALEG have
been depreciated.
CHAPITRE 20
156 / 270
6 VARIATION OF THE PROVISIONS FOR DEPRECIATION
31/12/2008
Equity securities
TUP
Allocations
7 485 655
420 000
Loans for building effort
939 208
211 788
Customers
423 557
49 350
374 480
2 958 984
97 120
55 150
11 904 524
104 500
R&D tax credit
Other claims
Total
Recovery
31/12/200
9
407
598
492
040
88 091
7 498 057
817 121
38 252
2 715 640
1 115 615
135 372
1 861 641
3 703 369
10 167
296
658 956
759 296
7 CASH FLOW AND EQUIVALENT
The investment tangible securities have been sold on 31 December 2007 and bought back on the same day.
Their acquisition cost corresponds to the market value at the closing date.
31.12.2009
84 175
4 345 223
4 429 398
Available funds
Monetary unit trusts and funds (SICAV and FCP)
Cash flow and eq. in the balance sheet
31.12.2008
1 837 015
5 809 625
7 646 640
8 CHARGES PAID IN ADVANCE
The charges paid in advance for subcontracts amount to 995 030
external costs amount to 1,142,352 .
Those related to leasing and other regular
9 RATE ADJUSTMENTS - ASSETS
The rate adjustment is related to the accounts of SQLI CH (Switzerland).
10 OWN EQUITY
The capital is made of 35 273 031 shares (31.12.2008: 34 369 711 of 0,05 € each, same category, entirely paid
in.
Analysis of variation
The company net situation before the appropriation of profit is as follows:
31.12.2008
Capital
Premium issue
Legal reserve
Carry-forward
Profit (loss)
Regulated provisions
Total
CHAPITRE 20
1 718 486
33 404 259
153 373
11 373 028
1 107 054
234 622
47 990 821
Increase
Allotment of
result
Year result
45 166
1 203 047
144 857
1 393 070
18 475
1 088 579
(1 107 054)
(4 327 287)
-
(4 327 287)
31.12.2009
1 763 652
34 607 306
171 848
12 461 607
(4 327 287)
379 479
45 056 604
157 / 270
Capital increase
In 2009, 903,320 new shares have been created.
On 7 July 2009, 405,851 shares have been issued at the price of 2,6285 € as a
remuneration for the contribution of 51% of EOZEN and EOZEN Belgium shares amounting
to 1.067 K€. These shares accompanied by warrants giving right to subscribe 405,851 SQLI
shares if the totality of the price supplement is granted to the transferor shareholders.
405 851
On 1st April 2009, 80 000 free shares have been granted in the conditions set by the
Governing Board on 30 March 2009, after authorization given by the Combined General
Meeting.
80 000
On 16 June 2009, 289 788 free shares have been granted in the conditions set by the
Board on 14 June 2009.
127 681 shares have been created by the Delegated Executive Officer on 7 December
2009 for the employees members of the « PEG TESORUS » Group Saving plan, at the
exercise price of 0.89 € per share;
289 788
127 681
903 320
Total
The company’s statutes give a double vote right for the fully paid shares which have been registered for at least
three years, and for the shares granted to shareholders after a capital increase by capitalisation of reserves,
benefits or issue premiums, at the rate of former shares which gave them the same right.
The capital and voting rights are divided as follows:
31.12.2009
Number
of shares
Jean Rouveyrol
AURINVEST
FD5
Famille Patrick Lacarrière
SETHI
Fondation de France
Bruno Leyssene
Yahya El Mir
Creators Eozen
Employed shareholders
Other shareholders
Part of employees
% of
capital
1 621 398
1 919 167
743 637
392 412
359 091
220 000
167 329
141 667
2 925 565
502 928
2 178 746
1 020
183
4,60%
5,44%
2,11%
1,11%
1,02%
0,62%
0,47%
0,40%
8,29%
1,43%
6,18%
2,89%
Number of
voting rights
% of voting
rights
3 242 796
1 919 167
1 487 274
784 824
718 182
440 000
282 586
141 667
2 925 565
643 954
3 095 783
1 079
143
8,22%
4,87%
3,77%
1,99%
1,82%
1,12%
0,72%
0,36%
7,42%
1,63%
7,85%
2,74%
Total of shareholders
Self-control
Public
Part of Alto Invest (AMF
statement of 01/12/2008)
11 171
344 429
23 756
31,67%
0,98%
67,35%
15 681 798
39,76%
23 756 662
60,24%
1 921 705
5,45%
1 921 705
4,87%
Part of Alain Lefebvre
1 018 857
2,89%
1 018 857
2,58%
Part of SOCADIF ( AMF
statement of 25/09/2007)
Total
1 500 000
35 273
4,25%
100,00%
1 500 000
39 438 460
3,80%
100,00%
CHAPITRE 20
158 / 270
Dilutive instruments
The dilutive instruments at 31 December are the following:
31.12.2009
CLEAR VALUE
EOZEN
31.12.2008
Numb
er of
options
or
warrants
still to be
exercised
Numb
er of
potential
shares
ABSA A
-
-
ABSA B
-
-
0
0
0
0
2 841
044
405 869
0
0
2 841
044
405 869
0
0
5 682
088
811 738
BSA 1
BSA 2
Number
of options
or warrants
still to be
exercised
Number
of potential
shares
288 886
BSPCE
Plan 3
-
-
BCE
Plan 4
-
-
Plan 5
-
-
Plan 6
Total
0
0
1 194
806
1 194
806
0
0
1 194
806
1 194
806
0
0
6 876
894
2 006
544
Stock options and similar
Nature of plan
General Meeting
Expiration date of
subscription warrants
Options allocated but not
exercised at 31.12.2006
Allocations
Expired options
Exercised options
Options allocated but not
Allocations
Expired options
Exercised options
Options allocated but
not exercised at
31.12.2008
Allocations
Non assessed plans
Plan n° 1
Plan n° 2
Plan n° 3
Stock option
21/03/2000
21/03/2000
21/03/2000
Plans assessed with IFRS 2
Plan n° 4
Plan n° 5
Plan n° 6
Stock purchase warrants
30/06/2003
30/06/2003
10/06/2004
04/07/2007
27/11/2007
27/07/2008
24/07/2008
29/03/2009
28/09/2009
31/12/2009
21 964
1 769
218 104
468 403
35 000
1 559 345
2 304 585
-21 964
-1 769
-15 422
-166 149
-17 500
-7 335
-291 336
-31 068
-490 407
202 682
302 254
17 500
1 260 674
1 783 110
-143 807
-58 875
-10 000
-292 254
-10 000
-7 500
-46 000
-19 868
-209 807
-378 497
-
-
-
1 194 806
1 194 806
-
-
-
-
-1 194
806
Expired options
Exercised options
Options allocated but
not exercised at
31.12.2009
CHAPITRE 20
-
-
-
-
-
Total
- 1 194 806
-
-
159 / 270
Free share allocation plans for the employees and/or the Executive Board members
The combined General Meeting of 30 June 2007 and 30 June 2008 authorised the Executive and Governing
Boards to allocate free shares, existing or to be issue in the limit of 800 000 new shares and 10% of the capital, to
the employees or the managers of the group’s companies in one or more times, at the date decided by the
Executive Board.
The share allocation will be definitive after a period of two years, provided that the beneficiaries hold a social
mandate or a work contract in the company. The shares have to be kept by their beneficiaries for at least two
more years. They are granted without any financial compensation.
In 2009, The Executive Board met on 16 June allocated 90 000 free shares to the group employees.
These plans current terms are as follows:
Date of decision of
the Governing or
Executive Board
Date of
maturity
and
allocation
Deadline for
unassignibilit
y
30.03.2007
14.06.2007
30.06.2008
30.06.2008
25.09.2008
16.06.2009
29.03.2009
14.06.2009
30.06.2010
30.06.2010
25.09.2010
16.06.2011
31.03.2011
15.06.2011
01.07.2012
01.07.2012
26.09.2012
17.06.2013
Number of
original
beneficiaries
4
31
88
1
5
5
134
Number of shares granted with or
without conditions of result
Without
80.000
302.234
531.250
500.000
10.891
90.000
1.514.375
With
- (2)
- (2)
56.250 (3)
56.250
Value of
considered
share in € per
share
(1)
Total
80.000
302.234
587.500
500.000
10.891
90.000
1.570.625
2,8385
3,0635
2,2665
2,2665
1,6270
0,9805
(1) Average price of SQLI share at closing date for the 20 stock market transfers before the date chosen by the Governing or Executive Board. (2) Conditions related to the development of Oujda offshore center. The fair value of free shares is calculated according to the average price of SQLI shares at closing date of the 20
stock market sessions before the date chosen by the Governing or Executive Board. This value is adjusted
according to the probability of death and attendance of beneficiaries at the definitive date of allocation, as well as
the chance of reaching the result conditions.
31.12.2009
Number
Balance of shares at 1er January
Allocations
Expired options
Exercised shares
Balance of shares at 31 December
Fair value for the year
CHAPITRE 20
-
1 453 235
90 000
-100 752
369 788
1 072 695
31.12.2008
Fair value of
shares (en
K€)
62
Number
Fair value of
shares (in K€)
382 234
1 098 391
-27 390
1 430
1 453 235
1 297
2 368
1 012
160 / 270
11 REGULATED PROVISIONS
31.12.2008
Acquisition costs for fixed assets
Overriding depreciation
Remaining costs for depreciation
777 263
234 621
542 642
Increase
Allocations
86 309
157 797
(71 488)
Decrease
Recovery
12 939
12 939
31.12.2009
863 572
379 479
484 094
12 OTHER OWN EQUITY
The conditioned advances are related to the innovation support fund granted by OSEO Innovation in 2004 for a
total amount of 360 K€, within a development program. The program failed for technical reasons, and the grant
was reimbursed for an amount of 40 000€, the abort claim was booked as a subvention for an amount of 320
000€.
13 PROVISIONS FOR RISKS AND CHARGES
31.12.2008
Labour Court conflicts i
Tax control ii
R&D tax credit
Provisions for risks
Loss upon completion
Foreign exchange loss
67 941
63 000
130 941
TUP
Allocations
Recovery
Used
provision
s
Recover
y
unused
provisio
ns
31.12.2009
185 484
35 073
63 000
2 767
46 284
215 585
0
1 820 476
49 051
2 036 061
46 284
41 383
1 779 093
87 667
1 964 577
98 073
88 565
50 830
70 419
41 888
88 565
50 830
139 395
70 419
41 888
Provisions for
charges
112 307
-
139 395
112 307
Total
243 248
87 667
2 103 972
210 380
49 051
2 175 456
i
SQLI has been summoned in front of the Labour Court by five of its employees and provisioned the risk
according to its lawyers’ estimations.
Ii VAT adjustment notified ton ASTON company, which was subject to a universal transfer of assets to SQLI in
2007. The Adjustment is contested.
As a precautionary measure, a provision for risks has been created for 2008 R&D tax credit which has been
reimbursed but not prescribed yet (1 779 K€). The provisions are kept until the end of the tax administration
recovery deadline.
A tax investigation on years 2006 and 2007 was conducted in 2009. The adjustment notification regards only
2006 and 2007 tax credits (243 K€). The company disputed this adjustment.
CHAPITRE 20
161 / 270
14 LOANS AND DEBTS TOWARDS CREDIT INSTITUTIONS
A credit line amounting to a maximum of 17,2 thousands of euro; at 31 December 20009:
It bears interest at EURIBOR variable rate for three months plus 1.7 bp and is repayable in 5
annual and consecutive settlement dates amounting to 3,440 K€ from 18 June 2008 to 18 June
2012.
It is guaranteed by the pledge of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN shares,
by the pledge of SQLI goodwill up to 1.4 millions of euros, as well as by the delegations of
liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract.
A 1.3 millions of euros loan has been contracted in 2006 for the refinancing of PROCEA
purchase and INLOG goodwill. The loan has been settled for a duration of 48 months and bears
interest at 5.45% fixed rate, and is reimbursable in 16 four-months settlement dates of 83 K€
from 22 December 2006 to 22 December 2010. The residual debt at 31 December 2009
amounts to:
A 40 000 euro loan subscribed by ICONEWEB Multimédia towards HSBC. The loan has been
settled for a duration of 60 months and bears interest at 4.00% fixed rate, and is reimbursable in
month settlement dates of 0,8 K€ from16 May 2006 to 15 April 2011. The residual debt at 31
December 2009 amounts to:
Current bank lendings
Accrued interest not due
Total of loans and debts with credit institutions
31.12.2009
10 320
352
12
416
44
11 144
Variations on the year and related interests:
Original value
31/12/2008
Increase
4 500 000
1 300 000
1 150 377
685 151
17 200 000
13 760 000
1 150 377
333 306
3 440
000
40 000
Total
Decrease
12 259
0
15 595 528
700
1 806
14 065
137
4 924 520
0
351 845
Interest for
2009
25 646
30 396
10 320 000
483 992
11 559
60
1 669
10 685 073
4
540 098
31/12/2009
Current interests not due amount to à 26 202 € (2008: 43 706).
Deadline:
Original value
4 500 000
1 300 000
17 200 000
40 000
Total
CHAPITRE 20
31/12/2009
0
351 845
10 320 000
11 559
1 669
10 685 073
Less than 1 year
0
351 845
3 440 000
8 604
1 669
3 802 118
Between 1 and 5 years
6 880 000
2 955
6 882 955
162 / 270
Restrictions on own equity
SQLI own equity has to respect the minimum financial ratios set by the credit lines granted in 2005 and
2007:
12 month
period ending
at:
31/12/2009
(1)
Net consolidated
financial
debt/EBITDA ratio
Less than:
Consolidated Cash
flow/consolidated
debt ratio
More than:
Consolidated
EBITDA>-1000K€
Financial
debt/own equity
Ratio
Less than:
No specific level
Consolidated
financial debt/
consolidated own
equity ratio
(1)
0,15 0,3
No specific level
31/12/2010
1
1
0,5
31/12/2011
1
1
0,5
31/12/2012
1
1
0,5
No specific level
No specific level
Following the amendment concluded on 28 December 2009
From 2010, the Group gross cash position has to be higher than 4.000K€ every month until 30 April 2011.
The following transactions, if done without the lenders’ provisional authorization, could also lead to the anticipated
collectability of the loan:
- The Investments higher than 1M€ a year;
- External growth transactions amounting to more than 0.5 M€ a year. By way of an exception, the lenders’
provisional authorization is not required for external growth transactions that had been financed for at least
40% by a capital increase (cash or in kind) and whose cash price given for the part exceeding the capital
increase is lower or equal to 3,5 M€.
All the covenants are fully respected by SQLI company.
Current bank lendings
They amount to 415 985 € (current interests not due: 17 506 €).
15 OTHER CLAIMS AND FINANCIAL LOANS
They include the current accounts within the group. The interests for the year amount to 133 539 €.
16 TAX AND SOCIAL DEBTS
Gross amount
Staff and related accounts
Social security and other institutions
State: VAT and IS
State: Other dues, taxes and similar
Total
9 142 796
9 155 320
8 541 495
136 185
26 975 796
At most 1
year
9 142 796
9 155 320
8 541 495
136 185
26 975 796
Between 1
and 5 years
More than 5
years
17 DEBTS ON FIXED ASSETS
In euro
Fixed assets suppliers
Total
CHAPITRE 20
31.12.2009
52 094
52 094
163 / 270
18 OTHER DEBTS
In euro
ASTON EDUCATION price supplement calculated according to EBIT growth rate and to
turnover of ASTON EDUCATION, ASTON INSTITUT for years 2009 and 2010: 608 K€ to be
paid in cash.
31.12.2009
608 000
Remittance of customers
Dismissal pay
Surplus from third parties
SCI Chamboise conflict
Full of all demands
ADESATT contribution
Attendance fee
Total
746 673
65 777
48 128
17 704
4 337
11 149
14 000
1 515 768
19 CHARGES TO BE BAID INCLUDED IN DEBTS
Current unmatured interests
Suppliers and related accounts
Social debt:
Provision for paid vacation i
Reduction fo working time and vacation
bonus i
i
Premium and various commissions
Other staff costs
Handicapped person contribution
FPC, TAii
Tax debt:
TVTS
Solidarity contribution
Trading tax
Property tax
Attendance fee
Total
31.12.2008
59 479
897 535
Variations
(15 771)
204 740
31.12.2009
43 708
1 102 275
5 847 998
302 424
331 920
2 891
6 179 918
305 315
1 642 037
152 083
341 447
947 803
75 948
(24 545)
(93 626)
(16 616)
1 717 985
127 538
247 821
931 187
33 240
181 756
160 910
124 500
10 000
10 701 212
(8 564)
3 176
(273 900)
(94 000)
4 000
95 653
24 676
184 932
(112 990)
30 500
14 000
10 796 865
i Social charges included 20 PREPAID INCOME
It includes the services invoiced in advance, from which 5 253 066€ are related to package projects.
21 RATE ADJUSTMENT - LIABILITIES
No latent gain has been recorded on 31 December 2009.
22 TURNOVER
France
Projects
Training
Consulting
Maintenance and trading
Total
91 841
4 058
7 319
1 825
105 043
European
EU excluded
Union
1 596
847
7
15
8
1 611
862
31/12/2009
94 284
4 080
7 319
1 833
107 516
31/12/200
8
98 764
4 084
5 383
1 072
109 304
23 OTHER INCOME
It includes the re-invoicing for the subsidiaries in application of the group conventions: Transfer price, invoicing of
central services, contracts of technology license and brands signed with SQLI Switzerland.
CHAPITRE 20
164 / 270
24 OTHER EXTERNAL PURCHASES AND COSTS
The main items are the following (in thousands of euro):
Non stored materials
Outsourcing
Leasing fees
Rental and related costs
Leasing management
Maintenance and repairs
Insurance premium
Staff outside the company
Fees
Advertising and external relationship
Trips, missions and receptions
Mailing and comunication charges
Bank services
Others
Total
2009
2008
348
15 220
21
5 499
91
466
363
60
1 847
361
2 594
783
102
369
352
10 614
6
5 002
168
547
372
187
1 328
564
2 443
778
116
390
28 124
22 867
2009
2008
429
755
1 299
247
100
183
248
(45)
409
729
1 345
188
136
182
339
83
3 216
3 411
25 TAXES AND DUES
The main items are the following (in thousands of euro):
Training tax
Continuous professional training
Trading tax
Property tax
Taxes on private vehicles
Social solidarity contribution
Handicapped person contribution
Others
Total
CHAPITRE 20
165 / 270
26 FINANCIAL RESULT
31/12/2009
31/12/2008
Financial income
Interest on current accounts
Sudisim confusion bonus
Rate swap
VMP transfer gain
Foreign exchange gain
Provision recovery
Other income
Total
44 650
250 270
20 245
28 586
531
533 928
960
879 169
Loan interest
Rate swap
Interest on current accounts
Interest on factor financing
Foreign exchange differences
ICONEWEB confusion malus
VMP loss of transfer i
540 097
345 142
133 539
37 936
11 159
700 560
267 270
175 650
64 469
103 883
1 659
122 960
2 066
470 687
Financial charges
1 084 785
154 857
64 457
12 923
50 781
86
TECHMETRIX loss
657
Other
5 691
10 198
Allocation to provisions ii
682 618
562 174
Total
2 724 009
2 026 832
Financial result
(1 844 840)
(1 556 145)
i
From which 250 000 € of capital loss on own shares transferred for the takeover of ASTON EDUCATION.
ii From which net income on own shares transfer 94,744 € and updating of loans for building investment 117
044 €.
27 EXPOSURE TO EXCHANGE RISK
SQLI is almost not exposed to exchange risk since its activity is mainly in France and the invoicing is made in
euro. Its currency position at the closing date is the following:
USD
Assets
Liabilities
Net position before management
Off-balance sheet position
Net position after management
CHF
(1 796 750)
(1 796 750)
(1 796 750)
CAD
(59 475)
(59 475)
(59 475)
28 EXPOSURE TO RATE RISK
Hedging rules for rate risks
In 2007, SQLI also contracted a rate hedge for its 17.2 millions of euro loan, with a fixed rate.
CHAPITRE 20
166 / 270
Hedging derivative instruments
The conditions of derivative instruments related to the rate risk control at 31 December 2007 are exposed as
follows:
Starting date
31/12/2007
Variable rate payer
Variable rate
BNP
Fixed/variable rate for SQLI
17,2 M € credit line
21/06/2007
Société
Générale
EURIBOR 3 MOIS
4,58%
Covered amounts at 31 December:
2009
2010
2011
Instruments fair value
at 31 December 2009:
2 520
1 680
840
- 115
21/06/2007
Société Générale
4,60%
4,60%
3 120
2 080
1 040
4 680
3 120
1 560
- 142
-212
29 EXTRAORDINARY RESULT
31/12/2009
31/12/2008
Extraordinary income
Provision recovery tax dispute
Recovery on accelerated depreciation i
Recovery of provision for R&D tax credit
Transfer of tangible fixed assets
Total
109 284
12 939
2 715 640
309 288
3 147 151
489 334
48 271
537 605
NCV of transfered fixed assets
Allocation to accelerated depreciation i
Allocation to risk provisions ii
Others
Total
Extraordinary result
259 745
157 797
2 596 214
238 647
3 252 403
(105 252)
45 356
155 453
2 003 142
193 802
2 397 753
(1 860 148)
Extraordinary charges
i
ii
Depreciation of securities fixed acquisition costs
Depreciation of R&D tax credit
30 BREAKDOWN OF WRITTEN BACK ALLOCATIONS AND PROVISIONS
Disputes
Customers
Other claims
Loss accrual
Operating activity
Own shares
Dotations
185 484
374 480
38 251
88 565
686 780
Reprises
37 840
88 091
70 419
196 350
487
94 744 599
4
Loan for building investment
Foreign exchange loss
Financial
Accelerated depreciation
117 044 441
50 830
262 618
157 797
41 888
533 928
12 939
2
715
640
R&D tax credit
Tax dispute
2 596 214
Extraordinary
Total
CHAPITRE 20
109
284
2 754 011
3 703 409
2 837 863
3 568 141
167 / 270
31 CORPORATE TAX
The tax situation of the companies integrated in the group in 2009 is the following:
Taxable income
R&D tax credit
(4 826 871)
(317 448)
(72 830)
(20 147)
961 221
333 607
87 628
200 231
(3 654 609)
817 121
SQLI (controlling company)
ICONEWEB (deficit before TUP)
ABCIAL
LNET MULTIMEDIA
CLEAR VALUE SAS
CLEAR VALUE France
EOZEN France
APPIA CONSULTING
URBANYS
Taxable total
Other tax
credits
31 623
166 974
433
984 095
32 056
The breakdown of tax between current result and extraordinary result is the following:
Current result
Extraordinary result
Tax credit for the year
Résultat comptable
Result before
taxes
(5 586 538)
(105 252)
(5 691 790)
Taxes due
(515 759)
(848 744)
(1 364 503)
Net result after
taxes
(5 070 779)
(105 252)
848 744
(4 327 287)
32 VARIATION OF DEFERRED TAXES
31/12/2008
Assets
Liabilites
I. Certain of possible gaps
Accelerated depreciation
II. Temporarily non
deductible costs
To be deducted the following
year:
Charges due N
Rate adjustment assets
Rate adjustment liabilities
Total
III. Eléments to allocate
Fiscaly carried over
deficit
Long term capital loss
CHAPITRE 20
Variations
Assets
Liabilites
234 621
210 232
210 232
2 499 460
2 499 460
31/12/2009
Assets
Liabilites
144 858
379 479
182 644
41 888
210 232
50 830
182 644
41 888
276 509
224 532
405 920
182 644
50 830
430 309
2 499 460
2 499 460
168 / 270
33 TRANSFER OF COSTS
Nature of transfers
Amounts
Benefits in kind
181 892
Insurance indemnities
12 491
Discount suppliers
5 692
Employment allowance
48 895
Foresight indemnities
143 981
Total
392 951
34 AFFILIATED COMPANIES AND JOINT VENTURE
Affiliated companies and joint ventures
AMOUNT OF COMPANIES
ITEMS
Affiliated
Stockholding
Joint ventures
39 258
3 811 624
-
10 860 463
-
733
Customers
4 307 648
Current account credit
5 994 729
Suppliers
Current account debt
Holding financial income
44 550
Financial costs
133 539
35 REMUNERATION OF EXECUTIVE OFFICERS
Gross
remunera
tion
Social
costs
2009
Gross
remunera
tion
Charges
sociales
2008
Short term advantages (1)
447
188
635
731
292
1 023
(2)
Advantages after employment
13
6
19
24
11
35
Payment with shares
606
606
604
17
621
Attendance fee
25
25
51
51
Total
1 091
194
1285
1 410
320
1 730
(1) The short-term advantages consist in the real remuneration, paid vacations, premiums, interests, in kind
compensations and employees participation.
(2) 41K€ of which paid by Clear Value France.
CHAPITRE 20
169 / 270
36 OFF-BALANCE SHEET COMMITMENTS
The group has to take a certain number of commitments due to its activity. Some of these commitments generate
provisions (like the commitments related to retirement and other advantages granted to the staff, legal disputes…)
The other commitments not included in the balance sheet are listed below.
1)
Premises
IT equipment
Vehicles
Leasing contract rent
Remaining commitments coming from contract obligations.
Less than 1
From 1 to 5
More than 5
31.12.2009
year
years
years
2 439
5 778
8 218
1 796
3 336
5 132
600
553
1 153
4 836
9 667
14 503
2)
Commitments received
The sellers of URBANYS company granted to SQLI a guarantee on its assets and liabilities limited to 15% of the
purchase price (price supplement included). This guarantee is itself guaranteed by first-demand guarantee of 120
K€ granted by HSBC and available by third on 24 November of 2008, 2009 and 2010.
The former shareholders of EOZEN granted to SQL§I a guarantee on its assets and liabilities, with a trigger rate
of 50 K€ limited at 25% of the purchase price (price supplement included). This guarantee is itself guaranteed by
the pledge of future SQLI shares received in exchange.
The shareholders of ICONEWEB granted to SQLI a guarantee on its assets and liabilities, with a trigger rate of
70 K€, an exemption of 40 K€ limited to 2025 K€.
The sellers of CLEAR VALUE granted to SQLI a guarantee on its assets and liabilities with a trigger rate of 75K€ ,
limited to a maximum between 196 K€ and 600 K€ according to the stock market price of SQLI shares, until 24
April 2010.
The shareholders of NAGA CONSEIL granted to SQLI a guarantee on its assets and liabilities until 31 March
2012, with an exemption of 25 K€ limited to 350 K€ cross-guaranteed by a bank surety of 50K€.
The shareholders of ASTON EDUCATION granted to SQLI a guarantee on its assets and liabilities until 31 March
3)
Debts guaranteed by real securities
In the framework of the credit lines amounting to 17.2 millions of euro granted by Société Générale, BNP Paribas,
Palatine and Neuflize OBC Entreprise, SQLI pledgd to their benefit:
92 718 shares of ICONEWEB MULTIMEDIA, taken over by SQLI after that,
-
Moreover, the liabilities guarantees granted by the sellers of URBANYS and EOZEN are subject to a payment
delegation to the bank pool.
4)
Other commitments
In compliance with law n°2007-1233 about work, employment and purchase power of 21 August 2007 (called loi
TEPA) which requires the remunerations, indemnities and advantages granted to the former head managers of a
company to be granted according to result conditions, the Executive Board met on 30 June 2008 took the
following decision:
In case of termination of Monsieur Yahya El Mir functions in the group, decided for any possible reason, he will
receive a compensation of 250 000 euro provided that the current operating margin is higher or equal to 5% at the
closing date previous to the ending date of Monsieur Yahya El Mir functions.
In exchange, Monsieur Yahya El Mir contracted a non-competitive obligation of 5 years, geographically limited to
France, Belgium, Switzerland, Luxembourg, Morocco and Canada; and is limited to SQLI activities.
CHAPITRE 20
170 / 270
In exchange this obligation, the company will give him financial compensation paid during five years and equal to
60% of his total gross remuneration (fixed, variable and in-kind benefits), granted for the last twelve months of
activity within the group. This compensation amounts then to 300% of his total gross remuneration (fixed, variable
and in-kind benefits) granted for the last twelve months of activity within the group. The compensation will be paid
as follows:
A Key man insurance for the Chairman of the Executive Board amounting to 3,057,000€ has been subscribed in
favour of the company. If levied, the money would be allocated to the anticipated reimbursement of the 17,2
millions bank loans.
5)
Credit lines accepted but not used yet
At 31 December 2007, the following credit lines have been accepted but not used:
-
1 000 K€ of authorised overdraft at Société Générale
1 000 K€, of authorised overdraft at Banque Palatine,
-
1 000 K€, of authorised overdraft at OBC bank
6)
Current conflicts
A former minority shareholder of EOZEN Belgium and EOZEN SA companies pursued an action in deceit towards
the transferor shareholders of EOZEN main companies and the companies themselves towards the Belgian
Commercial Court. The claimant asked for a 1,5 M compensation. Without interfering with the legal decisions,
SQLI considers to be protected by the guarantees subscribed by the transferor shareholders.
Andrino et Private Outlet summoned SQLI for 178 K€ of damages within the implementation of an ICT project.
Since this project payment was signed by the customer, SQLI did not create any provision but registered a risk of
non-recovery of claims amounting to 74 K€.
CHAPITRE 20
171 / 270
37
Leasing contracts
The IT equipment is depreciated in a linear mode during 5 years, and transport equipment during 3 to 5 years.
Leasing fixed assets
Initial
value
Balance sheet items
ITequipment
Total
Allocation to depreciations
Net value
For the year
Overall
285 718
14 286
14 286
271 432
285 718
14 286
14 286
271 432
Leasing commitments
ii
Remaining fees
More
Betwee
Until 1
than 5
n 1 and
Overall
year
years
5 years
19 089
76 357 209 983
-
Paid fees
Balance sheet items
ITequipment
For the
year
19 089
Totaux
19 089
19 089
76 357
209 983
-
Total to be
paid
Residual
purchase
priceiii
286 340
2 857
286 340
2 857
The IT equipment taken with a lease contract was exercised on 31 December 2008. All the vehicles have been
given back.
38 AVERAGE STAFF
Categories
Executives
Management agents, technicians
Interns
Trainees
Total
31/12/2009
1 244
91
29
12
1 376
ii
Variable part and exercise of unilateral sales promise included
iii
In case of exercise of unilateral sales promise
CHAPITRE 20
31/12/2008
1 257
65
36
25
1 383
172 / 270
39 ADVANTAGES AFTER RETIREMENT
The advantages after employment covered by provisions are related to the retirement indemnities for the staff
employed in France. These indemnities are calculated according to the number of worked years and the annual
wages of the employee when he retires. The calculation assumptions of the provisions for retirement indemnities
are the following ones:
-
the retirement age is set at 65 years;
-
The life table is the one of 2004-2006
-
The annual salary revaluation rate is calculated according to the age. For each age grouping, the given
rate is the average of rates registered by the group in the last three years: from 5.7% (from 20 to 30
years old), to 3.8% (from 31 to 40 years old), 2.7% (from 41 to 50 years old), 1.3% (from 51 to 60 years
old) then constant;
The discounting rate is 4.20%;
The turnover rates grated by age are those registered in 2009: 11,3% (20-24 years old), 18,9% (25-29
years old), 20,9% (30-34 years old), 20,5% (35-39 years old), 16,7% (40-44 years old); then: 14,0% (4549 years old), 4,0% (50-54 years old), 3 % (55 years old), 2 % (56-58 years old), 1 % (59-60 years old),
0 % (61 years old and more);
The group's commitment to its employees is increased in 46.5% by the social charges.
-
-
The commitments amount to 335 K€ (social costs included) at the closing date.
40 PERSONAL TRAINING RIGHT
The number of hours corresponding to the rights purchased at the end of the year amounts to 78 846 (2008:
73444).
CHAPITRE 20
173 / 270
41 TABLE OF SUBSIDIARIES AND AFFILIATES
The information related to subsidiaries abroad is given in euro. The exchange rate is that of 31 December.
DES
FILIALES
ET PARTICIPATIONS
All41
theTABLEAU
companies,
SQLI
SL excepted
(no activity) are consolidated in SQLI group. SQLI holds 50% of GEIE Xype-SQLI, created in March 2008 with the English company Xype (no
activity in 2008).
%
Sureties
companies
France
ABCIAL
99,63
Subsidiaries (interest higher than 50%
ALCYONIX FRANCE
100,00
APPIA CONSULTING SAS
100,00
ASTON EDUCATION
100.00
ASTON INSTITUT
100.00
SYSRESO
100.00
LNET MULTIMEDIA
100,00
CLEAR VALUE SAS
CLEAR VALUE FRANCE SAS
URBANYS
XYPESQLI
NAGA
EOZEN FRANCE
(i)
Loans and
advances
Granted
and
guarantees
37 000
30 000
37 000
70 000
30 000
30 000
14 620
474 958
131 480
116 478
177 498
(49 408)
11 650
(403 246)
7 237 949
152 769
190 341
152 769
2 446 600
2 446 600
86 350
200 006
200 006
489 496
100,00
100,00
100,00
85 928
38 120
44 450
7 405 608
7 405 608
538 703
2 129 323
2 129 323
100,00
100,00
150 000
38 500
3 176 902
2 145 309
749 906
(313)
144 084
425 260
737 709
737 709
5 728
54 532
605 618
7 100 558
20 309 964
13 262 356
1 174 809
67 404
44 119
93 000
59
17 648
62 500
124 000
4 952
30 500
4 397 766
477 088
627 485
(320 711)
(15 960)
2 936 926
2 720 586
(187 663)
(58 000)
62 871
27 827
62 871
27 827
1 175 847
17 968
8 464 226
9 169 578
1 175 847
17 968
8 464 226
9 169 578
30 450
0
Total I
Abroad
SQLI SUISSE (CHF)
SQLI MAROC (DH)
CLEAR VISION INTERNATIONAL €
ALCYONIX INC. (CAD)
ICONEWEB MAROC (DH)
EOZEN BELGIUM €
EOZEN SA €
EOZEN SINGAPORE(SGD)
SQLI SL (Espagne) €
Shareholder
Accounting value
Equity other thann
Of holdings
Social Capital
(i)
Gross
Net
Capital
(i)
99,80
99,87
100,00
100,00
100,00
100,00
100,00
100,00
100,00
2 971 200
397 245
563 205
362 199
27 500
Encashed
dividents
Result of u
previous
year
84 604
55 755
96 178 Controlled by par Clear Value sas
11 523
(80 781) Controlled by Aston Education
11 650 Controlled By Aston Education
81 720
(20 147)
639 919 Controlled by Clear VisionInt.
83 896
(313)
(15 030)
208 444 Controlled by Eozen sa
1 157 418
(125 243)
38 201
28 809 Controlled by Clear Value sas
(84 058)
(3 941)
616 440
140 036
(1 854) Controlled by Eozen Sa
0
Total II
444 182
10 577 517
18 948 767
18 948 767
4 321 349
608 390
Total
1 049 800
17 678 075
39 258 731
32 211 123
5 496 158
1 765 808
Information related to foreign subsidiaries is given in euro with the foreign exchange rate of 31 December.
CHAPITRE 20
Notes
174 / 270
20.1.5 SQLI RESULT OVER THE LAST FIVE YEARS
Table 63. SQLI results over the last five years (in euro)
RESULT OF THE LAST FIVE YEARS
Closing date
31/12/2009
Duration (month)
12
31/12/2008 31/12/2007
12
12
31/12/2006
12
31/12/2005
12
CAPITAL END OF YEAR
Share capital
1 763 652
1 533 730
1 409 490
1 332 339
34 369 711 30 674 591
28 189 804
26 646 783
2 079 331
2 304 585
2 563 719
109 304 71 94 409 652
1
74 511 249
44 381 903
1 718 486
Number of shares
- ordinary
35 273 031
- preferred shares
Maximum number of shares to
issue
- per bond conversion
- per subscription right
1.042 141
2 675 431
OPERATIONS AND RESULT
Turnover (tax ex)
107 516 209
Result before taxes, participation,
Allocation
provisions
depreciations
and
Taxes on benefits
-4 465 694
1 771 475
7 030 311
4 343 229
993 564
-1 364 503
- 1 585 328
-143 305
-126 869
-295 420
1 226 096
2 249 749
1 249 923
-157 999
645 312
-4 327 287
1 107 054
5 923 693
4 628 096
643 672
Participation of employees
Alloc. depreciations and provisions
Net result
Distributed result
CHAPITRE 20
175 / 270
RESULT PER SHARE
Result after taxes, participation,
Before alloc. depreciations and
provisions
-0,09
0,10
0,23
0,16
0,05
-0,12
0,03
0,19
0,16
0,02
1 376
1 383
1 156
797
530
Result before taxes, participation
Alloc. depreciations and provisions
Allocated dividents
STAFF
Average number of employees
Wage bill
56 747 890
56 068 141 44 755 152
36 927 650
21 068 143
Amounts of social benefits
26 344 460
26 324 837 21 006 779
17 346 314
10 676 876
(Social
services...)
insurance,
social
20.2 PROFORMA FINANCIAL DATA
None
CHAPITRE 20
176 / 270
20.3 CONSOLIDATED FINANCIAL STATEMENT
20.3.1 CONSOLIDATED BALANCE SHEET
(Thousands of euro)
31/12/2009
Notes
31/12/2008
ASSETS
Goodwill
Financial investments
Deferred taxes Assets
NON CURRENT ASSETS 48 829
4 126
3 085
1 666
1 763
54 469
Customer receivables and related accounts
Other receivables and regularization accounts
Tax outstanding assets Cash and cash equivalents
Assets about to be transfered
CURRENT ASSETS
33 026
29 018
813
9 785
0
72 642
TOTAL DE L’ACTIF
1 & 4))
2)
3)
5)
22)
6)
7)
8) & 26)
9)
V.
127 111
44 380
4 253
1 834
1 504
289
52 260
34 783
30 014
1 171
12 850
274
79 092
131 352
LIABILITIES
Capital Premiums Consolidated reserves
Consolidated result
SHAREHOLDERS EQUITY OF THE GROUP
1 764
37 513
19 164
‐3 067
55 374
Minority interests
CONSOLIDATED SHAREHOLDERS EQUITY
0
55 374
Long‐term financial debt
Long‐term provisions
Deferred taxes liabilities
Other non‐current liabilities
NON‐CURRENT LIABILITIES
7 239
3 340
214
692
11 485
16)
Short‐term financial debt
Suppliers and related accounts
Other debts
Tax outstanding liabilities Short‐term provisions
Liabilities about to be transfered
CURRENT LIABILITIES
4 761
9 276
45 713
307
195
73
60 252
16)
TOTAL LIABILITIES
CHAPITRE 20
127 111
C
1 718
34 781
16 453
3 152
56 104
C
1 878
56 104
10)
20)
22)
23)
24)
25)
26)
20)
V.
10 790
705
134
135
11 764
5 340
9 387
48 826
788
70
73
63 484
131 352
177 / 270
20.3.2 CONSOLIDATED ANNUAL ACCOUNTS
(Thousands of euro)
31/12/2009
Turnover
154 710
Other earnings
Used purchases
Staff costs
External costs
Taxes and dues Net depreciation, depletion and amortization
Other operating costs and incomes
3 038
‐681
‐116 781
‐35 242
‐3 913
‐1 459
‐11
Notes
31/12/2008
28
157 028
29
32
1 234
‐975
‐111 372
‐32 978
‐4 168
‐1 204
‐218
Current operating result (before valorization of stock options and free shares)
‐317
valorization of stock options and free shares
‐1297
29 et 13
Current operating result
‐1614
VII. 1
6 336
VII. 1
6 336
Other non recurring costs and incomes
7 348
‐932
‐1 012
0
Operating result
‐2694
Cash and cash equivalent income
Other financial debt and income
‐192
‐807
‐999
‐373
Result before taxes
‐4066
Tax charge
999
34
‐1 171
Net result (before integration of current activities and activities being transfered)
Result of current activities and activities being transfered
‐3067
‐0
V.
3 267
‐115
Net consolidated result
33
33
135
‐1 332
‐1 197
‐701
4 438
‐3067
3 152
‐3072
5
2 827
325
Net result per share ( euros)
‐0,09
34 703 283
0,09
32 541 080
Net diluter result per share (euro)
Average number of outstanding shares and BCE
‐0,08
37 254 262
0,08
35 063 356
Part of the group
Part of minority shareholders
GLOBAL
RESULT
NET RESULT
Items booked in own equity
Variation of conversion difference
Items booked in own equity after taxes
GLOBAL RESULT
Allocated to minority shareholders
Allocated to the group
CHAPITRE 20
2009
-3 067
2008
3.152
-48
-48
- 3 115
5
-3 120
455
455
3.607
325
3.282
:
:
178 / 270
20.3.3 VARIATION OF CONSOLIDATED SHAREHOLDERS EQUITY
Thousands of euro
Situation on 31/12/07
Assignment of the result
Capital increase
Contribution EOZEN (1)
Price supplement CLEAR VALUE Exercise of stock warrants
Saving plan
Self control
Variation of perimeter EOZEN
Year result
Other elements of global result
Number f shares
Capital
Premiums
30 674 591
1534
26113
2 841 044
288 886
436 641
128 549
142
14
22
6
7176
766
307
89
1012
‐682
Reserves
11032
5303
Year result 5303
‐5303
Own equit
Conversion Part of Minority inte
Rate adjustment group
‐12
7318
780
329
95
1012
‐682
‐325
‐325
Year result
3152
Assignment of the result
Capital increase
Issue for allocation of
Free shares EOZEN price supplement
Saving plan
Other
Self control
SQLI staff advantages
Global period result
34369711
1 718
369 7788
18
‐18
21
7
1046
107
1 298
323
35 273 031
405 851
127681
34 781
16010
3152
3152
‐3152
35 513
18 769
‐1 87
56104
1067
114
1 298
323
‐393
‐3 067
‐48
‐3 115
‐3067
395
55 374
CHAPITRE 20
18
3607
443
‐393
1 764
43970
‐
179 / 270
‐
20.3.4 VARIATION OF CASH FLOW
Thousands of euro
CONSOLIDATED NET RESULT
Net depreciation, depletions and amortizations (1)
Calculated costs and incomes related to stock‐options and similar
Transfer capital gain or losses
31/12/2009
31/12/2008
‐3 067
3 152
4 434
744
1 297
Financing cost
807
Corporate tax
‐999
Subsidies excluded from the result
SELF FINANCING CAPACITY Customer variation
Suppliers variation
1 012
209
‐320
2 361
6 288
‐1015
‐13
1 332
1 171
‐
7 398
2 519
255
Variation of other current assets and liabilities
‐177
Reimbursed corporate tax
‐406
‐‐2 007
7051
‐12 356
NET CASH FLOW GENERATED BY OPERATIONAL ACTIVITY
Acquisition of fixed assets Disposal of fixed assets
Acquisition of net holdings (2)
‐2812
658
4 191
2 371
161
‐3909
‐12 700
‐6063
‐14 910
1158
7 858
Issue of borrowings
246
4 573
Repayment of borrowings
‐5042
‐4 913
Paid interests ‐750
NET CASH FLOW ASSIGNED TO INVESTMENT
Capital increase
‐1 285
NET CASH FLOW ASSIGNED TO FINANCING
4 583
VARIATION OF CASH POSITION
‐ 3595
3 679
12 376
8 537
Cash flow and equivalents at 1 January
Effect of currency rates
21
Rerouting of cash flow
508
NET CASH POSITION ON 31 DECEMBER (3)
9 310
6 233
125
35
12 376
(1) Provisions related to current assets excluded. (2) The effect of perimeter variations matches the acquisition cost of the subsidiaries which entered the consolidated perimeter in 2009 (0,7 M€ for NAGA CONSEIL and 1,7 M€ for ASTON EDUCATION) and for for the price supplement of EOZEN for 2008 (2,2 M€). (3) Cf note VI 9) supra. CHAPITRE 20
180 / 270
20.3.5 ACCOUNTING PROCEDURES AND CRITERIA, APPENDIX AND EXPLANATIONS
I. ACTIVITY SQLI is a service company which operates in the sector of advices and integration of e-business architectures.
The group operates in France, Belgium, Netherlands, Luxembourg, Switzerland, Canada and Morocco.
Year 2009 was hit by a deep economic crisis which did not spare the computer services sector. According to the
Syntec, the market activity fell of about 2 to 3%. The development and technical assistance sector, which is one
of the group's markets, has been strongly hit (-6%). This crisis is one of the factors leading to the degradation of
the group main indicators: Turnover down by 3.4% at constant perimeter, employment rate down by 78%
compared with 80% in 2008, basic daily rate of 436 € compared with 442€ in 2008) and first operating loss since
2002.
The group restructuration started in 2008 and carried on in 2009 also affected the profitability of its activities. In
2005 the group launched a takeover plan in order to increase the share of added value activities compared with
traditional engineering (Consulting, Solutions and Web Agency represented 10% of the business in 2005 and
46% in 2009). The group had to carry on its transformation and adapt the agencies reorganization, the
management teams structure and the commercial know-how to this new dimension. Such deep changes can’t be
Nonetheless, the added value activities development strategy worked out, since even if 2009 revenues fell from
3.4% at constant perimeter, the Consulting, Solution and Web agency sector had an organic progress of more
than 10%. Paradoxically, the group recorded a strong growth on its value added activities and and a decrease of
almost 15% on its usual integration activities in 2009.
In 2009, SQLI carried on its value added activities development strategy by purchasing Naga Conseil (Consulting
SAP), Aston Education (Training) and the goodwill of Management et Logiciel (Maintenance of operating
conditions). These companies integration was made without any problem.
Despite the year unprofitable result and the amount of cash invested in the external growth operations made in
2009, the Group financial situation remained very solid with a net debt of 2.2 M€ at the end of December 2009
compared with 3.3 M€ at the end of December 2008.
The own equity before year result increased by 2,3 M€ in 2009:
-
369.788 shares have been created in April and June 2009 and assigned on issue premiums to be freely
allocated to the Group employees and managers;
-
405.851 shares have been issued at 2,6285 € each in payment of EOZEN price supplement for year
2008;
-
127.681 new shares have been suscribed by the Group employees within the Group saving plans.
CHAPITRE 20
181 / 270
II. REGULATIONS AND ACCOUNTING RULES
General framework
In application of the European regulation n°1606/2002 of 19 July 2002, the 2008 consolidated accounts are
presented in compliance with the international accounting rules (IAS/IFRS) of the EU. They are applicable on 29
April 2009, closing date of the accounts chosen by the Executive Board.
These rules are available on the EU Commission website:
http://ec.europa.eu/internal_market/accounting/ias_fr.htm#adopted-commission.
They are applied for all year accounts presented.
1)
a-
Evolution of accounting rules in en 2009
New amendments and interpretations
The group applied amended IAS 1and IFRS 8 rules whose application is compulsory from 1st January 2009:
IAS 1 amended “Presentation of financial statements”
This standard introduces the idea of global result which includes own equity variations other than those resulting
from transactions with owners operating as such. The group chose to divide the global result in two different
things: The consolidated result account and the global result situation, in application of § 12 of the standard, with
a presentation of corporate tax net amounts.
IFRS 8 “Operating segments”
It comes as an amendment of IAS 14 “Sectorial Information”. IFRS 8 requires the sector information to be based
on the internal reporting regularly checked by the group decision-makers, in order to assess the results of every
sector and to decide of the division of resources.
IFRS 8 is applied for the first time in 2009. This change of accounting rule doesn‘t have any consequence on the
group accounts. The effect of this rule is explained below at £ 7.
The other rules of the EU which are compulsory from 1st January 2009 don’t have any consequence on the group
accounts:
IAS 23 “Borrowing costs”
IAS 32 and IAS 1 amendments « Puttable Financial Instruments and obligations arising on liquidation”;
IFRS 1 and IFRS 27 amendments; “Cost of investment in subsidiaries, jointly controlled entities and
associates";
IAS 39 “Financial Instruments: Recognition and Measurement”;
IFRS 2 amendment « Share-based payment: Vesting conditions and cancellations;
IFRIC 11 “Group and treasury share transactions”
IFRIC 13 ‘Consumer loyalty programmes"
IFRIC 14 “IAS 19 – Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interact
project”.
b-
Anticipatory applied rules and interpretations
The group financial statements don’t take into account the rules and interpretations published by IASB and
passed by the EU which are to be applied after 30 June 2009, such as:
IAS 27 (amended on 01/2008) “Consolidated and Separate Financial statements”, passed by the EU on 12
June 2009, to be applied from 1st July 2009;
IAS 3 (amended on 01/2008) “Business combinations”, passed by the EU on 12 June 2009, to be applied
from 1st July 2009;
IFRC 12 « Service concession arrangements » voted on 26 March 2009 to be applied from 29 March 2009
IFRIC 16 “Hedges of a Net Investment in a Foreign Operation” voted in 5 June 2009 to be applied from 30
June 2009.
The group decided no to change the current treatment of business tax in 2009.
CHAPITRE 20
182 / 270
2)
Valuations and judgments
In order to establish the financial position in compliance with IFRS standards, the group has to carry out
valuations and make hypotheses that affect the accounting value of some elements of the assets and liabilities,
incomes and costs, as well as the data given in some footnotes of the appendix.
The company’s management continuously assesses these valuations and estimations on the basis of its past
experience and of other sensible factors that make the core of these valuations. The future results are likely to
noticeably differ in function of different hypotheses or conditions.
These estimations are focused on the acknowledgment of the turnover for package contracts, the recording of
deferred taxes on the assets, the value tests on the assets and current and non-current provisions.
The economic crisis which started in the end of 2008 is deeply affecting ICT services and makes more difficult to
foresee the evolution of the activity and of net profit ratio. The end of the crisis is hardly predictable. However, the
assets valuated according to mid and long term prospectives, in particular incorporated assets, have been
valuated by predicting a time-limited crisis with limited effects on future cash flows.
3)
Consolidation principles
The mother company exercises an exclusive control over all the companies in the Group and all of the companies
are fully consolidated. All transactions between consolidated companies as well as profits made within the Group
have been cancelled out.
The result accounts consolidate the accounts of the companies acquired during the financial year from the date
that they were acquired.
The company securities that are not consolidated but still meet the criteria mentioned above, are registered in
“equity securities”. It is the case of companies which, whether individually or globally, are not important enough on
any of the consolidated accounts aggregates.
4)
Consolidation of subsidiaries
The business combinations are booked according to the acquisition procedure. With this method, the gained
assets and taken liabilities as well as possible assumed liabilities, are fairly counted at the purchasing date.
a)
Identified assets and liabilities
At the time of the first consolidation of an entity, the revaluation of assets and liabilities whose net accounting
worth noticeably differs from their true worth is made.
The differences in value (goodwill) are put onto the balance sheet on the appropriate lines and must follow their
own accounting rules. The Group has one year following the acquisition to finalise the valuations.
b)
Goodwill
At the time of the first consolidation of an entity, the revaluation of assets and liabilities whose net accounting
worth noticeably differs from their true worth is made. The differences in value (goodwill) are put onto the balance
sheet on the appropriate lines and must follow their own accounting rules. The Group has one year following the
acquisition to finalise the valuations.
5)
a)
Conversion procedures for foreign currencies
Foreign currencies transactions
Foreign currencies transactions are converted in euro in application of the average exchange rate of the
transaction date. The monetary assets and liabilities denominated in foreign currencies at the closing date are
converted to the current rate. The conversion adjustments are counted in incomes or costs. The non-monetary
assets and liabilities denominated in foreign currencies and counted at historical cost, are converted to the
exchange rate of the transaction date.
b)
Financial statement of foreign entities
All the assets and liabilities of consolidated entities that are not denominated in euro, are converted to the closing
rate. Incomes and costs are converted to the average exchange rate of the ended financial year. The exchange
differences resulting from this treatment and those resulting from the conversion of the subsidiaries’
shareholder’s equity at the beginning of the financial year in function of the closing rates are included in the
section “Conversion rate adjustments” in “Other reserves” of consolidated shareholder’s equity. The exchange
CHAPITRE 20
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rate differences coming from the conversion of net investments in subsidiaries and foreign associated companies
are counted in the shareholder’s equity.
6)
Information on the sector
The segment information to give according to IFRS 8 is based on internal reporting as used by the main operating
decision-makers of the group, i.e. SQI CEO and DEOs.
The group activity consists in two main business activities:
-
The e-business systems integrator activity, with a complete and integrated services range;
Consulting, Solutions, Integration, Web agency, Training, etc. In the internal reporting, this activity is
divided in Business Units aggregated in Agencies, each of which is defined by its location and its
business offer.
The agencies have been aggregated to form a unique operational sector in order to use locations and
business offers partly or as a whole on the same projects, with services given with a the same economic
model, the same CMMI process and to the same kind of customers.
This segment is called “Engineering and other”
-
SAP integration activity since 2007: This activity represents an whole operational segment given the
market and the economic modal of SAP services.
This segment is called “SAP consulting”
On this internal reporting basis, the group consequently defined two operational segments: ‘Engineering and
other" and "SAP Consulting". Indicators, regularly analysed by the group are:
7)
The turnover of both segments,
The net income ratio for the current operational result before valuation of free shares,
The customer receivable related to both segments.
The intangible fixed assets are mainly made of software and package software entered at their acquisition cost
and of commercial funds.
The intangible fixed assets are depreciated on the utilization period expected by the group, on a straight-line basis
over periods from 1 to 3 years. Package software VIGILINK/JURILINK and IMAGE PHARMA are depreciated
over a period of 8 years.
The purchased goodwill is submitted to a test of loss in value which can lead to the accounting of a provision for
depreciation.
In compliance with IAS 38 standard, the development expenses have been registered in the costs section
because they do not match the six criteria given by the standard. At last, the brands have been cancelled since
they were not recognized as intangible fixed assets anymore.
8)
The tangible fixed assets are entered in the accounting at their acquisition cost. The borrowing costs are not
incorporated in the fixed assets.
Depreciations are calculated on a straight-line basis according to the acquisition cost of the assets, in function of
the utilization periods, generally established as follows:
Fixture ……………………………………..
²8 à 10 ans
Office equipment and furniture……………….
3 à 5 ans
IT equipment………………………….
2 à 3 ans
The differences resulting from the various depreciation rates applied in the various group companies to fixed
assets of the same nature are not significant and have not been subjected to restatement in the consolidated
income statement.
CHAPITRE 20
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9)
Leasing contracts
The goods that are under lease contract are registered as fixed assets purchased on credit. The fixed asset is
depreciated over the duration of its economic life for the group. The debt is amortized over the duration of the
leasing contract.
Only significant items have been restated.
10) Rental contracts
Rental contracts on fixed assets for which the group bears almost all the benefits and risks inherent in the
ownership, are considered as leasing financing contracts and are thus subject to a restatement. The qualification
of a contract is defined by the IAS 17 standard.
The assets purchased in leasing financing are entered in the balance sheet as fixed assets at the lowest of their
fair value and of the present value of minimal payments for the lease, minus the amortizations accumulated and
the losses of value. These assets are depreciated on the basis of their expected utilization period (the
compensation of restated contracts is registered in the section financial debts of liabilities).
Ordinary rents are registered in liabilities not appearing in the balance-sheet
The goods taken on lease by SQLI are ordinary leasing contracts for computer equipment, concluded for a 3
years period at the most. These contracts do not give to the group the main benefits and risks related to the
assets ownership according to IAS 17 standard.
In practice, the equipment is changed every two years; no penalty was paid for these renewals made in advance.
11) Depreciation of fixed assets
Goodwill and intangible fixed assets for unspecified utilization period are subject to a test for loss of value, in
compliance with the measures of IAS 36 standard, at least once a year or more often if there are indications of
loss of value.
The other fixed assets mainly related to computer and office equipment are not subject to a test for value because
of their nature and their amortization period.
12) Fixed assets
This section consists in non consolidated equity securities, deposits and guarantees paid and loans. They are
registered at their acquisition cost (purchasing price plus acquisitions charges) or at their intake value.
When the inventory value at the closing date is lower than the accounted value, a provision for depreciation is
made for the amount of the difference. The securities inventory value is counted on the basis of criteria such as
the quota of the net position, the evolution of the turnover and the long-term profitability.
The 20-year loans constituting the company's participation in the construction effort are entered at their present
value in the balance sheet.
The company concluded a liquidity contract pursuant to the AFEI charter in order to promote the liquidity of
transactions and the regularity of trading in its securities. The transactions carried out in its behalf by the
securities dealer that signed the contract are entered in the account under long-term investments. The internally
held shares under that contract are deducted from the consolidated shareholders' equity.
13) Valuation of receivables and debts
Receivables and debts are valued at face value. A provision for the depreciation of receivables has been added to
take into account the risk of them not being recovered.
Transactions that were executed in foreign currencies are translating using the exchange rate that prevailed at the
time of the transactions. Losses and profits resulting from this translation of balances at the closing date are
carried into the Income Statement.
CHAPITRE 20
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14)
Recording of the turnover
Controlled services – For sub-contracts, the invoicing from subcontractors or prepaid charges are registered
according the project advancement.
Package services – The turnover resulting from all-in projects is entered in the accounting in accordance with the
progress method. The current services are valued at the sale price. If the amount of services performed is greater
than the amount invoiced for, the difference appears in invoices to be established. Otherwise, it is recorded as
prepaid income.
A provision for losses at termination is recorded once the expected provisional margin for the project becomes
negative.
15) Financial Instruments
Financial assets are registered in the balance sheet when the group becomes a party of the contract dispositions.
.

Loans
On the day of their creation, the loans are registered at the fair-value of the given compensation, that is the net
cash flow without the issue costs. The loans are then evaluated at the depreciated cost according to the effective
rate of interest. The issue costs are then taken in on an actuarial basis through the effective rate of interest
procedure.

Cash flow
The « Cash flow » category includes the float, the bank balance and the short- term investments in monetary
instruments. These investments are available at any moment for their nominal value and the risk of value change
is insignificant. The cash flow equivalents are evaluated at their market value at closing date. The difference of
fair value coming from this revaluation is entered in the result accounts of the current period, in section “Cash
Incomes and equivalent”.
16) Derivative Instruments
a)
Exposure to exchange risk
The group is generally weakly exposed to the exchange rate on current commercial operations. These operations
are made in countries where the risk of currency fluctuations is low. Therefore, there has not been any exchange
coverage contracted for commercial operations.
b)
Exposure to rate risk
The group’s financial result is affected by the interest rate change. Indeed, part of the debt has a variable rate.
The group’s result accounts can be affected by a fluctuation of interest rates in the Euro area.
The financial result of the group depends on the interest rate fluctuation. Part of the debt has a variable rate. The
group result accounts can be affected by a fluctuation of the Euro zone interest rate.
c)
Common principles related to coverage financial instruments
The instruments used are limited to the following products: forward purchases and sells of currencies, currency
swaps, purchases of currency options for the exchange risk coverage; interest rates swaps, future rate
agreements, purchase of Capes and “tunnels” for the exchange rate coverage.
These instruments
-
are used only for coverage ends,
are used only with French banks or foreign prime names,
do not have any illiquidity risk in case of possible reversal.
The use of these financial instruments, the choice of compensations and more broadly, the management of the
exposure to the exchange risk, are subject to specific states of reporting for the companies’ management and
administrative boards
d)
Accounting procedures
The accounting rule for rate hedging operations is the accounting of the variation of the hedging instrument’s fair
value and the variation of the element that is symmetrically covered in the result accounts.
CHAPITRE 20
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17) Provisions
In compliance with the IAS 37 standard “Provisions, possible liabilities and assets”, the provisions consist in the
liabilities matching the following criteria:
- the amount or the deadline have not been precisely set;
- the economic impact is negative for the group, since these liabilities represent an obligation of the
group towards a third party, and are likely to create a capital outflow in aid of this third party, without any
compensation expected from the third party.
The non current provisions are not related to the normal operating cycle of the firms. They mainly include:
- The staff benefits: provisions for end-of-career indemnities granted to employees on their retirement
day. The evaluation of the obligations towards the end-of-carrier indemnities are in compliance with IAS
19.
Regarding the defined benefit scheme about post-work benefits and costs of services are estimated according to
the projected credit unit method.
This method is based on the compensations paid to the employees at the probable date of their retirement, taking
into account the age pyramid, the staff age, and the survival rate set according to official tables per age group.
The amounts are raised according to the inflation and promotion hypotheses, and updated in order to take into
account the date at which the compensations will actually be paid.
The provisions are updated if the time factor is significant.
For the first time in 2009, the group also registered a commitment related to provision contracts of SQLI
Switzerland employees. Because of the minimum interest rate legal guarantee to pay to employees and
of the conversion rate, the Swiss provision institutes are considered as defined services plan according
to IAS 19. The commitments are calculated in compliance with IAS 19 on an actuarial basis with
information such as staff structure, turnover expectations and wages growth.
- The provisions aimed at covering the conflicts, possible unexpected events of the group’s activity in
more than one year.
Current provisions are related to the normal operating cycle of the group’s activity. They mainly include:
- Provisions for losses on with end-of-contract terminations: they concern operations in progress, and
are assessed case-by-case without compensation.
The provisions aimed at covering the conflicts and possible unexpected events of the group’s activity
in less than one year.
18)
Risk factors
The risks are described in section I c) of the management report included in Chapter F of the present document.
After the company analysed these risks, it considered there was not any significant risk except fr the following
elements:
Fluctuation of SQLI stock market price:
SQLI share price has been very volatile since the company was listed on the stock market in 2000, following the
example of technology companies.
Every event related to the stock market, the economic situation, the IT sector and its growth, the competitors
and/or the group result variations is likely to have a significant impact on the stock market price.
Extraordinary events and conflicts:
The conflicts likely to create any expenditure are provisioned according to IAS 37 rule. There is no existing
conflict, arbitration or extraordinary event which had, could have or will have a significant impact on the financial
situation, results, activity and capital of the company.
19)
Stock-options and stock purchase warrants
The payments based on shares related to stock option plans granted to employees and executives. The group
implements the IFRS 2 standard for share subscription options granted after 7 November 2002 and whose rights
have not yet been purchased at 1st January 2005, in compliance with transitional provisions.
CHAPITRE 20
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The valuation model chosen is the Black-Scholes formula. The staggering of this benefit on the options downtime
is accounted in “staff costs”.
From 2008, these plans don’t generate any more costs.
The fair value of free shares is calculated according to the average price of SQLI shares at closing date of the 20
20) Group saving plan
Throughout a Group Saving Plan, the company offers to its employees the possibility to subscribe to a capital
increase, for a share value lower than the stock exchange one. These shares are submitted to a non-assignability
clause for 5 years.
According to IFRS 2, the difference between the subscription price paid by the employee and the fair value of the
shares represents a privilege registered in staff costs.
21)
non recurrent incomes and costs
Included in the current operating result, they represent the operating incomes and costs considered as non
recurrent compared with the company’s current operation.
22) Taxes on profit
Taxation on the result consists in the payable charge of each consolidated fiscal entity, minus the differed
taxations. These taxations are calculated on all the temporary differences coming from the difference between the
fiscal basis and the consolidated basis of assets and liabilities, according to a balance sheet approach with
application of the variable report and in function of a reliable payment schedule. The taxation rate and the fiscal
rules used are those of fiscal texts in force that will be implemented during the outcome of the operations
concerned.
Deferred taxes are registered in the balance sheet because it’s more likely that they will be given back during the
following years. The deferred taxes on assets and liabilities are not updated.
23) Self-owned shares
All the self-owned shares of the group are registered at their acquisition cost by decrease of the own equity. The
income resulting from the possible sale of these shares is registered in increase of own equity, so that the capital
gain or loss does not affect the year’s net result.
23) Profit per share
Profit per share is calculated by divided the profit by the average number of shares in circulation during the course
of the financial year. The diluted profit per share is arrived at by dividing the average number of shares in
circulation during the course of the financial year as well as the average number of shares which would be issued
following a conversation of convertible instruments into shares, share subscription options and BSC warrants
granted at the end of the financial year.
CHAPITRE 20
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II. CONSOLIDATED PERIMETER 31/12/2009
Name
Headquarters
% of
control
% of
interest
31/12/2008
% of control
% of
interest
SQLI SA
La Plaine Saint-Denis (93)
SUDISIM SAS
Montpellier (34)
TUP at 01/01/2009
Consolidating company
100 %
100 %
SQLI SUISSE SA
Lausanne (Suisse)
100 %
100 %
100 %
100 %
ABCIAL SAS
La Plaine Saint Denis (93)
100 %
100 %
100 %
100 %
SQLI MAROC SA
Rabat (Maroc)
100 %
100 %
100 %
100 %
LNET MULTIMEDIA SARL
100 %
100 %
100 %
100 %
CLEAR VALUE SAS
100 %
100 %
100 %
100 %
CLEAR VISION INTERNATIONAL
Luxembourg
SA
100 %
100 %
100 %
100 %
CLEAR VALUE FRANCE SAS
100 %
100 %
100 %
100 %
APPIA CONSULTING SAS
100 %
100 %
100 %
100 %
ALCYONIX INC.
Canada
100 %
100 %
100 %
100 %
ALCYONIX FRANCE SARL
Toulouse
100 %
100 %
100 %
100 %
ICONEWEB MULTIMEDIA SAS
TUP at 30/11/2009
100 %
100 %
ICONEWEB MULTIMEDIA MAROC
Casablanca (Maroc)
SARL
100 %
100 %
100 %
100 %
URBANYS SA
100 %
100 %
100 %
100 %
EASYLINK SARL
Paris (75)
TUP at 01/01/2009
100 %
100 %
EOZEN BELGIUM SA
Diegem (Belgique)
100 %
100 %
100 %
100 %
EOZEN SA
Strassen (Luxembourg)
100 %
100 %
100 %
100 %
EOZEN FRANCE SAS
Paris (75)
100 %
100 %
100 %
100 %
EOZEN SINGAPORE
Singapour
100 %
100 %
100 %
100 %
ENTREES DE PERIMETRE:
GEIE XYPESQLI
98 %
98 %
NAGA CONSEIL
Paris (75)
100 %
100 %
No business in 2008
-
-
ASTON EDUCATION
Boulogne-Billancourt (92)
100 %
100 %
-
-
ASTON INSTITUT
100 %
100 %
-
-
SYSRESO
100 %
100 %
-
-
COGENIUS
TUP au 30/11/2009
-
-
SQLI SL Madrid, owned at 100%, isn’t consolidated since it doesn’t have a significant importance. The company didn’t have
any activity since it was created.
SUDISIM and EASYLINK have been dissolved on 1st January 2009 after they were taken over by SQI and
URBANYS.
ICONEWEB MULTIMEDIA and COGENIUS have been dissolved on 30 November 2009 after they were taken
over by SQI and ASTON EDUCATION.
GEIE XYPESQLI was created in March 2008 and is controlled by both SQLI SA and XYPE Ltd, an English law
firm. Its activity started in 2009 with the objective of merging the two companies expertises in order to offer
European companies and EADS group in particular a complete a high-quality offer.
Xype is specialized in consulting, integration and training for CAO tools (SolidWorks, 3DVIA, Catia v5...), PDM
(Product Documentation Management) and PLM (Product Lifecycle Management) such as Windchill.
Xype will cover the United Kingdom and Germany markets, while SQLI will operate in France and Morocco.
CHAPITRE 20
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III. TAKEOVERS CONCLUDED DURING THE YEAR NAGA CONSEIL
With an agreement signed in 31 March 2009, SQLI purchased 100% of SAS NAGA CONSEIL holdings.
Based in Paris, NAGA CONSEIL is a 20 employees firm specialized in SAP environment. The takeover price
amounts to 700 K€ and was paid in cash. A price supplement of the same amount is expected depending on
NAGA CONSEIL results in terms of growth and profitability in 2009 and 2010.
Given the company results in 2009 and those expected for 2010, no price supplement has been provisioned at 31
December 2009.
The company results have been integrated into SQLI accounts after 1st since 1st April 2009.
ASTON EDUCATION
With an agreement signed in 18 June 2009, SQLI purchased 100% of ASTON EDUCATION holdings.
Based in Paris area (Bagneux and Boulogne), ASTON EDUCATION developed an advanced expertise for
trainings on Microsoft technologies and has a strong relationship with editors. The company and ASTON
INSTITUT, COGENIUS and SYSRESO subsidiaries are part of a group with 12 employees.
The transfer protocol sets out a firm payment of 1.590 K€ in cash and the allocation of 200 000 SQLI securities
for 100% of ASTON EDUCATION holdings. A price supplement will be paid depending on operational results in
2010-2013: the price supplement is estimated at 608 K€ on 31 December 2009.
ASTON EDUCATION was integrated in SQLI perimeter on 30 June 2009.
IV. Effect of acquisitions on financial statements At 31 December 2009, the provisional allocation of acquisition prices and goodwill is as follows:
(In thousands of euro)
Original monetary price
SQLI shares granted(1)
Estimated price supplement
Acquisition price
Acquisition cost
Acquired net assets
Share of minority shareholders
Share of group
NAGA CONSEIL
ASTON EDUCATION
Total
700
38
1 607 (2)
200
608
48
2 307
200
608
86
738
2 463
3 201
300
-
343
-
643
-
300
343
643
Goodwill
438
2 120
2 558
(1) Shares valued at the transaction day closing rate, i.e. 1,00 €.
17 KE of which buyback of the remaining minority shareholder (27,5%) ) for COGENIUS before dissolution and integration of
the company in 11/2009.
CHAPITRE 20
190 / 270
The integration of the companies into SQLI perimeter had the following effect on the group consolidated accounts:
NAGA CONSEIL
ASTON EDUCATION
Total
438
2 120
-
30
30
36
98
134
Financial assets
7
79
86
Deferred taxes assets
2
1
3
483
2 328
2 811
Net customer claims
516
595
1 111
Other current assets
35
568
603
Income tax recoverable
12
-
12
159
509
668
Goodwill
Net intangible assets
Net tangible assets
Non current assets
A
Cash flow and equivalent
2 558
722
1 672
2 394
Loans and financial debts
-
100
100
Long-term provisions
8
5
13
8
105
113
Current assets
B
Non current liabilities
C
-
38
38
Debts suppliers
135
395
530
Other debts
324
964
1 288
Tax liabilities recoverable
-
35
35
Short term provisions
-
-
1 891
Loans and financial debt
Current liabilities
D
459
1 432
Net assets of minority shareholders
E
-
-
-
A+B-C-D-E
738
2 463
3 201
Acquisition cost
V. Activities terminated or transferred The group decided to stop developing SAP activities in Singapore and to dissolve EOZEN Singapore in 2009.
The company assets were sold out in 2009. This dissolution doesn’t have any impact on the year result (-2 K€).
VI. Other information on the balance sheet and result account The information is given in euro.
1)
Goodwill
31.12.2008
SQLI
ICONEWEB
URBANYS
Total SQLI (1)
EOZEN
CLEAR VALUE
NAGA CONSEIL
Total SAP (2)
ALCYONIX
LNET
ASTON EDUCATION
TOTAL
15 771
2 414
1 535
19 720
15 656
7 119
22 775
1 391
494
44 380
Change of
perimeter
Correction of
value
Depreciation
-512
-512
-2 177
438
438
-2 177
-420
2 120
2 558
-2 177
-932
31.12.2009
15 771
1 902
1 535
19 208
13 479
7 119
438
21 036
971
494
2 120
43 829
(1) The goodwill assigned to SQLI corresponds to the goodwill identified at the entry of the companies KEENVISION
(96 K€) on the one hand, and ASTON (9 955 K€),, SYSDEO (4 282 K€) & PROCEA (1 438 K€) which were
transferred to SQLI on the other hand.
To carry on its strong operational integration policy, SQLI took over ICONEWEB with a universal transfer of assets in
November 2009 and will control URBANYS activity with a management lease from 1st January 2010. The goodwill related to
both companies has been aggregated to SQLI goodwill from 2009.
CHAPITRE 20
191 / 270
The goodwill created by the integration of EOZEN, CLEAR VALUE and NAGA CONSEIL is aggregated given the operational
integration of these companies activities. EOZEN goodwill value spread adjustment equates to the price supplement for year
2009, whose EBIT objectives have not been reached.
The identification of Goodwill corresponds to the variation of perimeter given in the grade V supra.
2)
3 909
Movements of
perimeter
30
2 968
6
167
-131
3 010
6 877
36
182
-131
6 964
31.12.2008
Purchased goodwill
Other intangible fixed
assets
Gross value
Amortization of fixed
assets
Amortization of other
intangible fxed assets
Net value
Acquisitions
Allocations
Transfer
Recovery
31.12.2009
15
3 954
719
719
1 905
6
331
-123
2 119
4 253
30
-149
-8
4 126
The net value of purchased goodwill is the following:
SYSDEO
INLOG
AMPHAZ
M&L
ASTON EDUCATION
Valeurs nettes
(1) Value of acquistion costs
31.12.2009
917
150
2 123
15 (1)
30
3 235
31.12.2008
917
150
2 123
3 190
In 2009, SQLI perfected its Operating Conditions Maintenance offer with the acquisition of Management &
Logiciels goodwill for 1 euro. M&L marketed a Business consulting and software package solution which is
particularly famous in the maritime field. SQLI, a leader in military naval OCM with IdeOptima solution, finalized its
expertise for the mid-market.
Management & Logiciels has 4 partners. The integration was completed on 1 July 2009.
3)
31.12.2008
Other tangible assets
Part of leasing:
Gross value
Amortization of other tangible
fixed assets
Part of Leasing:
Net value
Part of leasing:
4)
5 663
569
Movement of
perimeter
233
26
Acquisitions
Allocations
2 146
285
Transfer
Recovery
-364
779
-98
31.12.2009
7 678
880
5 663
3 829
478
83
10
1 834
91
86
150
16
1 367
199
4 593
574
-266
3 085
306
Impairment tests
Goodwill is submitted to impairment tests at least once a year and as soon as they show signs of value loss.
They consist in comparing the accounting net assets, including goodwill and recoverable value of the
consolidated companies for which a goodwill was registered when they entered the perimeter.
The recoverable values are set from the updated net cash flows, with consideration of the terminal value, based
on an infinite growth rate for the income of the valued assets. The rate used for the updating of the future cash
flows is the weighted average cost of capital before taxes. The considered hypothesis in terms of activity growth
and terminal values are reasonable and in compliance with the available market facts. The main factors used for
the establishment of this estimated flows are the following:
Duration of estimates: 4 years (same as on 31 December 2008)
CHAPITRE 20
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Capitalization rate (aft. Tax) 10,52% for subsidiaries (11,8% at 31 December 2008) and 8,28% for SQLI (9,1% at
31 December 2008).
Ad infinitum growth rate: 1,5% (2% at 31 December 2008)
After the tests, the group decided to write down by 420 K€ ALCYONIX goodwill at the end of 2009. The 932K€
write-down includes the 512 K€ write-down registered in the end of June 2009 on ICONEWEB goodwill.
The table below presents the variation of rate necessary to obtain the same accounting value and recoverable
amount for the companies or group of companies, on the basis of the actualization rate and ad infinitum growth
rate calculated through impairment tests made on 31 December 2009.
31 December 2009
Discount rate
Ad infinitum growth rate
Rate (in %)
Increase of the rate
necessary to make the
recoverable amount equal to
the accounting value (in
point)
Rate (in %)
10,52%
10,52%
+4,1 points
+0,2 points
1,50%
1,50%
Decrease of the rate
necessary to make
the recoverable
amount equal to the
accounting value
(in point)
-4,7 points
-0,25 points
10,52%
+0,5 points
1,50%
-0,85 points
8,28%
10,52%
+11,2 points
N/A
1,50%
1,50%
-23,25 points
N/A
LNET
POLE SAP
ASTON
EDUCATION
SQLI
ALCYONIX (1)
(1) Write-down of 420 K€ with the used rates, thanks to the write-down of goodwill booked at 31 December 2009, the
accounting value equates the recoverable amount.
5)
Financial assets
Amortized loans and
Assets available for sale
Gross value
claims
Quoted
Unquoted
Loans and
securities
securities
claims
Total
assets
40
1 101
Total of loss in value
-31
-470
Net value at 31.12.2008
9
631
Movements of perimeter
864
2 005
-501
864
1 504
48
Investment
Sale value transaction
Increase (decrease) coming from
248
185
-4
-203
-112
Variations of fair value
Gross value
Other
financial
40
1 345
Total of loss in value
-31
-582
Net value at 31.12.2009
9
763
894
2 279
894
1 666
-613
The unquoted securities represent the participation held in SQLI Spain for 31 K€, as well as the interest parts in
the group’s mutual banks for 9 K€.
The loans and claims are related to the price granted for the building effort. They are updated on the basis of the
fungible Treasury bond rate at 10 year (31.12.2009: 3,60%; 31.12. 2008: 3,50%).
The other financial assets represent the deposit and surety given for the group’s real estate renting as well as for
the liquidity contract signed with la Financière d’Uzès.
CHAPITRE 20
193 / 270
6) Customer receivables and related accounts
Customer receivables
Production in progress
Gross value
Provisions at opening date
Movement of perimeter
Allocation
Recovery
Provisions at closing date
Part of:
Provisions on customer receivables
Provisions on production in progress
Net value
31.12.2009
22 372
11 738
34 110
801
37
473
-227
1 084
1 804
33 026
31.12.2008
24 752
10 832
35 584
498
553
-250
801
801
34 783
As mentioned in note 15), the production in progress corresponds to the services given but not invoiced yet for
long-term contracts
The customer receivables current value doesn’t differ from their accounting value. All customer receivables have
deadlines less than 12 months.
The group adopted a policy of externalisation and control of its customer receivables which covers both the
insurance and credit field, and the recovery management and refinancing.
The group assigned its claims within the framework of the factoring agreement. 100% of the customer
receivables are given in to the Factor and registered in the category « other claims » (cf note 109) infra). This item
is totally encashable except for a guaranteed 2 M€ provision.
The division of born costs on the two previous years is registered as follows:
2009
2008
Credit insurance and customer management
Financial cost of claim mobilization
Total
241
52
293
245
68
313
7) Other claims
31.12.2009
Social receivables
Fiscal debt corporate tax excluded
Current accounts
Assigned claims (Provisions in the factor)
Deferred charges
Other claims
Gross value
Provision at opening date
Allocation
Recovery
Provision at closing date
Part of:
Provisions on current accounts
Provisions on other claims
Net value
31.12.2008
303
3 316
27
22 525
2 603
379
29 153
96
39
135
27
108
330
2 103
27
25 054
1 912
684
30 110
144
30
-78
96
27
69
29 018
30 014
31.12.2009
1 283
813
2 096
3 619
984
-3 320
1 283
813
31.12.2008
4 015
775
4 790
2 117
2 116
-614
3 619
1 171
8) Income tax recoverable
State, R&D tax credit
State, corporate tax deposit
Gross value
Provision at opening date
Allocation
Recovery
Provision at closing date
Net value
CHAPITRE 20
194 / 270
The group’s expenses from 2006 to 2009 for the R&D activity created a R&D tax credit whose corresponding
claim is registered in the Assets of the balance sheet.
As a precaution, a non deductible equivalent provision whose amount is not definitely fixed has been registered.
The provision is registered in the result account together with the tax credit. This provision will be maintained until
the recovery of fiscal administration deadline, notwithstanding the repayments registered in the meantime.
9) Cash flow and equivalents
Liquid assets
SICAV and monetary FCP
31.12.2009
4 549
5 236
9 785
31.12.2008
5 760
7 090
12 850
The comparison between the net cash position and equivalents exposed in the balance sheet, and the amount of
net cash flow exposed in the cash flow variation chart is presented below:
Cash flow of activitied being terminated or transferred
Overdraft
Cash flow less the variation chart
10)
31.12.2009
9 785
-475
9 310
31.12.2008
12 850
241
-715
12 376
Capital
At 31 December 2009, the capital is made of 35 273 031 shares (31.12.2008: 34 369 711) with a par value of
0.05€ each, paid in full.
During the year, 903,320 new shares have been created:
On 1st April 2009, 80 000 free shares have been created by allocation on issue premiums in
order to be freely granted to the group employees after decision of the Governing Board on 30
March 2009.
80 000
On 1st June 2009 289,788 free shares have been created by allocation on issue premiums in
order to be freely granted to the group employees after decision of the Governing Board on 14
June 2007.
289 788
After decision of the Delegated Executive Officer in date of 6 July 2009, 405,851 shares have
been issued at the price of 2,6285 € as a remuneration of EOZEN price supplement for 2008.
405 851
127,681 shares have been created by the Delegated Executive Officer on 7 December 2009 for
the employees members of the « PEG TESORUS » Group Saving plan, at the exercise price of
0.89 € per share;
127 681
Total
903 320
The company’s statutes give a double vote right for the fully paid shares which have been registered for at least
three years, and for the shares granted to shareholders after a capital increase by capitalisation of reserves,
benefits or issue premiums, at the rate of former shares which gave them the same right.
CHAPITRE 20
195 / 270
The capital and voting rights are divided as follows:
31.12.2009
Number of
shares
Jean Rouveyrol
AURINVEST
FD5
Famille Patrick Lacarrière
SETHI
Fondation de France
Bruno Leyssene
Yahya El Mir
Funders Eozen
Employed shareholders (PEG)
Other registered shareholders
Part of employees
Total of registered shareholders
Self control
Public
Part of Alto Invest (AMF statement of
01/12/2008)
Part of Alain Lefebvre Fondateur
Part of SOCADIF (AMF statement of 25/09/2007)
Total
11)
In % of capital
1 621 398
1 919 167
743 637
392 412
359 091
220 000
167 329
141 667
2 925 565
502 928
2 178 746
1 020 183
11 171 940
344 429
23 756 662
4,60%
5,44%
2,11%
1,11%
1,02%
0,62%
0,47%
0,40%
8,29%
1,43%
6,18%
2,89%
31,67%
0,98%
67,35%
1 921 705
1 018 857
1 500 000
5,45%
2,89%
4,25%
35 273 031
100,00%
Number of voting
rights
In % of voting rights
3 242 796
1 919 167
1 487 274
784 824
718 182
440 000
282 586
141 667
2 925 565
643 954
3 095 783
1 079 143
15 681 798
8,22%
4,87%
3,77%
1,99%
1,82%
1,12%
0,72%
0,36%
7,42%
1,63%
7,85%
2,74%
39,76%
23 756 662
60,24%
1 921 705
1 018 857
1 500 000
4,87%
2,58%
3,80%
39 438 460
100,00%
Dilutive Instruments
The dilutive instruments at 31 December are the following:
EOZEN
BSA 1
BSA 2
BCE
Total
Plan 6
12)
31.12.2009
Number of options
Number of
or warrants still to
potential shares
be exercised
-
31.12.2008
Number of options
Number of
or warrants still to
potential shares
be exercised
2 841 044
405 869
2 841 044
405 869
5 682 088
811 738
1 194 806
1 194 806
6 876 894
2 006 544
Stock options and similar
The plans falling within the field of application of the IFRS 2 standard are plans n°4, 5 and 6, under which,
respectively, 955 000, 45 000 and 1 639 000 business creator equity warrants were allocated. The plans which
attributed options or warrants before 7 November 2002 were not valued.
The total charge for SQLI amounted to 1.005 K€ and was spread out over a period from 25 July 2003 to 28
September 2007. No extra charge related to these plans has been recorded in 2008.
Non assessed plans
Plan n° 1
Plan n° 2
Plan n° 3
Type of plan
General Assembly
Expiration date of stock
purchase warrants
Warrants allocated but non
Allocations
Expired warrants
Exercised warrants
Warrants allocated but
not exercised at
31.12.2008
Allocations
Expired warrants
Exercised warrants
Warrants allocated but
not exercised at
31.12.2009
CHAPITRE 20
21/03/2000
21/03/2000
21/03/2000
Assessed with standard IFRS 2
Plan n° 4
Plan n° 5
Plan n° 6
Stock purchase warrants company creator
part
30/06/2003
30/06/2003
10/06/2004
04/07/2007
27/11/2007
27/07/2008
24/07/2008
29/03/2009
28/09/2009
31/12/2008
-
-
202 682
302 254
17 500
1 260 674
1 783 110
-143 807
-58 875
-10 000
-292 254
-10 000
-7 500
-46 000
-19 868
-209 807
-378 497
-
-
-
1 194 806
1 194 806
-1 194 806
-
-1 194 806
-
-
-
Stock purchase warrants
-
-
-
-
-
-
-
Total
196 / 270
13) Free share allocation plans for the employees and/or the Executive Board members
The combined General Meeting of 30 June 2007 and 30 June 2008 authorised the Executive and Governing
Boards to allocate free shares, existing or to be issue in the limit of 800 000 new shares and 10% of the capital, to
the employees or the managers of the group’s companies in one or more times, at the date decided by the
Executive Board.
The share allocation will be definitive after a period of two years, provided that the beneficiaries hold a social
mandate or a work contract in the company. The shares have to be kept by their beneficiaries for at least two
more years. They are granted without any financial compensation.
In 2009, The Executive Board met on 16 June allocated 90 000 free shares to the group employees.
These plans conditions at 31 December 2009 are as follows:
Date of decision by
the Governing or
Executive Board
Date of
maturity
and
allocation
Deadline for
assignability
30.03.2007
14.06.2007
30.06.2008
30.06.2008
25.09.2008
16.06.2009
29.03.2009
14.06.2009
30.06.2010
30.06.2010
25.09.2010
16.06.2011
31.03.2011
15.06.2011
01.07.2012
01.07.2012
26.09.2012
17.06.2013
Number of
original
beneficiaries
4
31
88
1
5
5
134
Number of shares granted with or
without conditions of result
Without
80.000
302.234
531.250
500.000
10.891
90.000
1.514.375
With
- (2)
- (2)
56.250 (3)
56.250
Value of share
(in
Euro/share)
Total
80.000
302.234
587.500
500.000
10.891
90.000
1.570.625
(1)
2,8385
3,0635
2,2665
2,2665
1,6270
0,9805
(1) Average price of SQLI share at closing date for the 20 stock market cessions before the date chosen by the
Governing or Executive Board.
(2) Exercise of conditions of result in 2008 for 210.741 shares.
(3) Conditions related to the development of Oujda offshore center.
The fair value of free shares is calculated according to the average price of SQLI shares at closing date of the 20
31.12.2009
Juste valeur des
actions (en K€)
1 453 235
90 000
62
-100 752
-369 788
1 072 695
1 297
Nombre
Balance of shares at 1st January
Allocations of the year
Expired shares
Issued shares exercised
Balance of shares at 31 December
Faire value in charges
31.12.2008
Juste valeur des
actions (en K€)
382 234
1 098 391
1 430
-27 390
1 453 235
1 012
Nombre
The charge to be booked for free shares allocations made on 31 December 2009 amounts to 499 K€ (485 K€ en
2010; 14 K€ en 2011).
14)
Self-owned shares
After the resolutions taken by the Combined General Meeting of 16 June 2006, SQLI started a programme for
buying back its own shares, with the following objectives (by decreasing priority):i) Market animation or share
liquidity, ii) Purchase for keeping and using for exchange or retribution of possible external growth operations, iii)
Allocation of shares to the employees, iv) Possible Cancellation of these shares.
At the closing date, the groupe did not intend to assign the free shares to free shares allocation plans.
This programme which lasted 18 months and ended with the General Meeting f 31 December 2007, set a
maximum unit purchase price of 7 euro and a minimum unit selling price of 0.5 euro. It was organised within a
liquidity contract signed with la Financière d’Uzès.
CHAPITRE 20
197 / 270
31.12.2009
Self owned shares at 1st January
Acquisitions in the year
Transfers at sale value
Transfer gain or loss
Self-owned shares at 31 December
Number of
shares
380 532
223 452
-259 555
344 429
Unity price
31.12.2008
Value
2,011 €
0,874 €
1,024 €
1,284 €
765
195
-266
-252
442
Number of
shares
30 119
417 120
-66 707
Unity price
Value
2,759 €
2,037 €
1,747 €
380 532
2,011 €
83
849
-117
-50
765
200 000 of the 259.555 shares transfered during the year have been offered to ASTON shareholders for the
takeover of this group: The shares have been valued according to the day market price, i.e. 1€, which generated
a financial loss of 250 K€ fro SQLI (historical value of self-owned shares: 450 K€).
15)
Restrictions on own equity
SQLI Own Equity has to respect the minimum financial ratios fixed by the credit lines granted in 2007. The
contract with the bank consortium has been amended on 28 December 2009 in orded to change some bank ratios
for 2009.
At 31 December 2008, all the ratios are respected. Cf note 16) infra.
16)
Financial debt
31.12.2009
Advances with conditions
Loans with credit institutions
Debt with leasing contract
Loans toward credit institutions
Restatement of leasing contract
Current bank loans
Non due current interests
Valuation of rate hedging instruments (1)
Current liabilities
Total of gross financial debt
Less:
Net financial debt (Cash flow net of debt)
7 025
214
7 239
3 659
96
475
35
26
470
4 761
12 000
31.12.2008
360
10 402
28
10 790
4 947
28
204
35
126
5 340
16 130
-9 785
2 215
-12 850
3 280
The Conditioned advances paid in 2004 by OSEO Innovation to PROCEA for an amount of 360 K€ within a
development program have been barred for 360 K€ when the technical failure of the program was declared.
CHAPITRE 20
198 / 270
The loans and financial debts contracted with credit institutions have been exclusively made in euro:
31.12.2009
A credit line amounting to a maximum of 17,2 thousands of euro; at 31 December 20009:
It bears interest at EURIBOR variable rate for three months plus 1.7 bp and is repayable in 5
annual and consecutive settlement dates amounting to 3,440 K€ from 18 June 2008 to 18 June
2012.
It is guaranteed by the pledge of ALCYONIX, ICONEWEB, CLEAR VALUE & EOZEN shares,
by the pledge of SQLI goodwill up to 1.4 millions of euros, as well as by the delegations of
liabilities guarantees granted by the sellers and a delegation of the keyman insurance contract.
A 1.3 millions of euros loan has been contracted in 2006 for the refinancing of PROCEA
purchase and INLOG goodwill. The loan has been settled for a duration of 48 months and bears
interest at 5.45% fixed rate, and is reimbursable in 16 four-months settlement dates of 45 K€
from 22 December 2006 to 22 December 2010. The residual debt at 31 December 2009
amounts to:
Other loans with deduction of loans issue costs
Total of loans with credit institutions
10 320
352
12
10 684
The covenants and financial ratios related to the 17.2M€ loan are the following:
12 month period
ending at:
31/12/2008
31/12/2009 (a)
Net consolidated
financial debt/EBITDA
ratio Less than:
Consolidated Cash
flow/consolidated
debt ratio
More than:
Financial debt/own
equity
Ratio
Less than:
1,5
1
0,8
EBE Consolidé
>-1000K€
Pas de niveau à respecter
0,3
31/12/2010
1
1
0,5
31/12/2011
1
1
0,5
31/12/2012
1
1
0,5
(a)
Consolidated
financial debt/
consolidated own
equity ratio
(1)
Pas de niveau à
respecter
0,15
Pas de niveau à
respecter
Pas de niveau à
respecter
Pas de niveau à
respecter
According to the amendment concluded on 28 December 2009
From 2010, the Group gross cash position has to be higher than 4.000K€ every month until 30 April 2011.
The following transactions, if done without the lenders’ provisional authorization, could also lead to the anticipated
collectability of the loan:
-
External growth transactions amounting to more than 0.5 M€ a year. By way of an exception, the
lenders’ provisional authorization is not required for external growth transactions that had been financed
for at least 40% by a capital increase (cash or in kind) and whose cash price given for the part exceeding
the capital increase is lower or equal to 3,5 M€.
All the covenants are respected by the company.
17)
Debts on capitalized rents
The value of future rents included in the other loans item and related to financing rental contracts is the following:
31.12.2009
2009
2010
2011
2012
2013
Discounted value of future rents
CHAPITRE 20
96
81
73
60
310
31.12.2008
28
20
7
56
199 / 270
On 31 December 2009, the loans related to the reprocessing of leasing contracts have been made exclusively for
SQLI (271K€) and URBANYS (26 K€)
18)
Analysis of gross financial debt per deadline
31.12.2009
4 761
7 239
12 000
Exigible à moins d’un an
Exigible à plus d’un an et moins de cinq ans
Exigible à plus de cinq ans
Total
19)
a)
31.12.2008
5 340
10 790
16 130
Derivative Instruments related to the interest rate risk control
Hedging rules for rate risks
In 2007, SQLI also contracted a rate hedge for its 17.2 millions of euros loan, with a fixed rate. It’s meant to
protect the company from the fluctuations during the reimbursement of the loan.
b)
Hedging derivative instruments
The conditions of derivative instruments related to the rate risk control at 31 December 2009 are exposed as
follows:
17,2 M € credit line
31/12/2007
21/06/2007
BNP
EURIBOR 3 MOIS
4,58%
4,60%
Notional amounts covered at 31 December:
2 520
3 120
1 680
2 080
840
1 040
Starting date
Variable rate payer
Variable rate
Fixed/variable rate for SQLI
2009
2010
2011
Fair value of instruments at
31/12/2009
-115
21/06/2007
4,60%
4 680
3 120
1 560
-142
-212
In 2008, the variation of instruments fair value generated revenues of 41 K€ (2008: charge of 455 K€).
20)
Provisions
Error
correction
2008
Fiscal disputes
R&D tax credit
Indemnities for retirement
Swiss guarantee contracts
Labour Court disputes
Conflicts with suppliers
Long term provisions
Loss upon completion
Short term provision
Total
109
318
278
705
70
70
775
Movement of
perimeter
9
Allocation
Used
recovery
-63
Non used
recovery
-46
-35
-19
-131
-212
2 231
118
515
515
515
5
14
14
213
50
2 612
195
195
2 807
-98
-70
-70
-168
-408
-408
2009
2 231
426
384
244
55
3 340
195
195
3 535
The provisions for retirement indemnities are exposed in note 21 ).
The other provisions for risks and charges correspond to the estimation of the risks effect on the assets and
liabilities, and to the possible conflicts resulting from the group’s activity. The most significant are exposed
thereafter:
During the year, SQLI received the reimbursement of R&D tax credit for the group’s activity between 2005 and
2008, i.e. 3.511 K€ which haven't been allocated yet. Only R&D tax credits for 2006 and 2007, i.e. 243 K€ still are
to be partly reimbursed.
The provisions for the paid out credit depreciation have thus been cancelled and risk provisions have been
created for 2007 and 2008 reimbursed but not allocated R&D tax credits, i.e. 2.231 K€. The provisions are kept
until the end of the tax administration recovery deadline.
For the first time, at 31 December 2009, the commitment related to the Swiss provision contracts, considered as
defined services contracts under IAS 19 standard, has been provisioned for 384 K€. This committment has been
valuated with the credit units method by referring to the following hypothesis:
Mortality rate: BVG 2005;
Turnover rate: 20,22%;
CHAPITRE 20
200 / 270
Wages upgrading rate: 3%;
Updating rate: 3,25%;
Interest rate for beneficiaries: 2,75%.
The commitment amount has been calculated for the last two years: 757 KCHF (458 K€) at 31 December 2007
against 76
7 KCHF (515 K€) at 31 December 2008. The commitment accountability at 31 December 2008 was registered as
deferred taxes net own equity for 393 K€.
The commitment tread in 2009 affects the results by +131 K€.
The main part of conflicts with employees regards SA SQLI (166 K€) assigned in from of the French Labour Court
by eight employees at 31 December 2009. The risk was provisioned according to the company’s lawyers
estimates.
21)
Advantages after employment
The advantages after employment covered by provisions are related to the retirement indemnities for the
staff employed in France. These indemnities are calculated according to the number of worked years and
the annual wages of the employee when he retires. The calculation assumptions of the provisions for
retirement indemnities are the following ones:
-
the retirement age is set at 65 years;
-
The life table is the one of 2004-2006
The annual salary revaluation rate is calculated according to the age. For each age grouping, the given rate is the
average of rates registered by the group in the last three years: from 5.7% (from 20 to 30 years old), to 3.8%
(from 31 to 40 years old), 2.7% (from 41 to 50 years old), 1.3% (from 51 to 60 years old) then constant;
The discounting rate is 4.20%;
The turnover rates grated by age are those registered in 2009: 11,3% (20-24 years old), 18,9% (25-29 years
old), 20,9% (30-34 years old), 20,5% (35-39 years old), 16,7% (40-44 years old); then: 14,0% (45-49 years old), 4,0%
(50-54 years old), 3 % (55 years old), 2 % (56-58 years old), 1 % (59-60 years old), 0 % (61 years old and more);
The group's commitment to its employees is increased in 46.5% by the social charges.
The provisions for the retirement indemnities are registered as follows:
Amounts recorded in the balance sheet
Charges to pay (net liabilities in the balance sheet)
Deferred charges (net assets in the balance sheet)
Net amount in the balance sheet
CHAPITRE 20
31.12.2009
-426
-
31.12.2008
-318
-
-426
-318
201 / 270
Evolution of commitments during the year (liabilities)
31.12.2009
31.12.2008
318
255
9
99
63
426
318
Commitments at 1st January
Variation of perimeter
Variation of items recorded in the result account
Commitments at 31 December
22)
Deferred taxes
31.12.2009
Bases
Advantages of staff
31.12.2008
Deferred
Deferred
Bases
tax
tax
810
233
318
3 814
1 264
354
118
470
157
511
170
Accelerated deprecation
-378
-126
-233
-78
Loan issue cost
-113
-38
-188
-63
Cancellation of provision for own shares
-95
-32
-487
-162
Temporary differences
269
90
233
78
Other
-12
1
-56
-14
Tax deficit
Hedging instruments
106
Net deferred taxes Assets (liabilities)
1 549
155
Deferred taxes assets 1 763
289
214
134
Deferred taxes liabilities 23)
Other non current liabilities
31.12.2009
Part at more than 1 year of debts still due following LNET legal redress
Price supplement for ASTON EDUCATION
Other non current liabilities
31.12.2008
124
568
692
135
135
Le Tribunal de commerce de Nantes a arrêté en mars 2005 le plan de continuation de la société LNET. La SARL
bénéficie, outre les remises accordées par ses créanciers, d’un échelonnement de ses dettes, dont elle devra
s’acquitter par échéances annuelles de mars 2006 à mars 2015.
Après actualisation au taux de 2,60%, la part à plus d’un an de ce passif s’élève à 124 K€ (31.12.2008: 135 K€).
Le complément de prix provisionné dans le cadre de l’acquisition du groupe ASTON EDUCATION (608 K€) sera
payable à compter de mai 2011 et jusqu’en mai 2014. Ce passif a été actualisé au taux de 2,60%.
24)
Debts with suppliers and related accounts
Supplier debt
Supplier debt and related accounts
25)
31.12.2009
9 276
9 276
31.12.2008
9 387
9 387
31.12.2009
2 054
23 408
11 908
452
7 891
45 713
31.12.2008
1 048
22 820
12 351
5 243
6 364
47 826
Other debts
Paid advances and accruals
Staff and social institutions
State, corporate tax excluded
Other various debt
Prepaid earnings
Other debts and regularization accounts
CHAPITRE 20
202 / 270
The other debts are the following:
31.12.2009
31.12.2008
-
EOZEN price supplement paid at 50% in April 2009 for financial year 2008
and at 50% in April 2010 for financial year 2009
4 354
Valorization of rate hedging instruments
-
511
Debts on fixed assets acquisition
52
105
Dismissal compensation to be paid
274
86
Various overcharge third parties
48
73
20
22
58
92
Part of the debts still due for less than 1 year regarding the judicial
Settlement of LNET
Various other debts
Total
452
5 243
As mentioned in note 15) the deferred income corresponds to the services invoiced within long-term contracts
which exceed services given and valued according to their progress.
The market value of the other debts does not differ from their accounting value.
26)
Payable tax assets and liabilities
Here is the situation of the group companies regarding taxes:
In the assets, the group has a total of 813 K€ of claims, coming from tax advances paid by the companies.
In the liabilities, the taxes due by foreign subsidiaries amount to 255 K€ (200K€ of which due by EOZEN SA) and
those due by non fiscally integrated French companies to 52 K€.
27)
Currency rate and exposure to exchange risks
The currencies and rates used for the conversion of financial statements of consolidated subsidiaries are exposed
below:
Currency
CAD
SGD
USD
CHF
MAD
Average rate in
2009
1,585189
2,022965
1,393264
1,509874
11,253454
Average rate in
2008
1,559284
2,076145
1,470594
1,587083
11,350263
Rate of 31.12.2009
1,512800
2,019400
1,440600
1,483600
11,332900
Rate of 31.12.2008
1,699800
2,004000
1,391700
1,485000
11,278000
For the group activity abroad, the exchange risks are the following:
Goodwill
Tangible assets
Financial assets
Deferred tax assets
Non current assets
A
Customer receivables
Other claims
Income tax recoverable
Current Assets
B
Long term provisions
C
Short term financial debt
Supplier debt
Other debt
Short term provision
CHAPITRE 20
CAD
1 391
31
1 422
179
4
74
143
400
35
1 878
-
SGD
CHF
188
-
86
150
113
349
1 867
321
237
2 247
4 672
397
397
126
264
103
MAD
1 144
151
1 295
1 807
418
56
399
2 680
10
5
15
2
277
3 227
44
3
31.12.2009
1 391
1 261
301
113
3 066
3 853
743
367
2 789
7 752
407
5
412
2
438
5 557
44
106
203 / 270
Current liabilities
Net position
D
A+B-C-D
1 913
-91
188
-188
493
4 131
3 553
407
6 147
4 259
The group does not have any exchange risk control policy.
28)
Revenues
2009
Engineering
Consulting
Web conception
Training
Equipment sales
Total
29)
2008
91 954
44 039
12 669
6 048
154 710
99 484
42 498
10 626
4 233
187
157 028
Other income
Other income registered in 2009 include the R&D tax credit reimbursements for 2005 and 2006, amounting to
1095 K€ and the abort claim of 320 K€ granted by OSEO Innovation.
The 173 K€ R&D tax credits for 2003 paid in 2008 were deducted of 2008 tax cost.
30)
Staff and Staff costs
2009
Wages and allowance
Social costs
Staff cost
Provision for severance pay and other
Allocation of stock warrants and free shares
Total
Average staff (trainees ex)
er
Registered staff at 1 January (trainees ex)
Movements of perimeter
Increase (Decrease)
Registered staff at 31 December (trainees ex)
a)
2008
82 677
33 908
196
116 781
-32
1 297
118 046
1 925
1 900
31
-9
1 922
78 748
32 440
184
111 372
63
1 012
112 447
1 859
1 786
114
1 900
The law of 4 May 2004 gives to French companies employees the right to training for 20 hours
minimum a year, additional on a six years period. The expenses due to this right are registered in
the charges for the current year and don’t generate any provision, except for an exceptional
situation.
The number of working hours of the French employees within the group amounts to 87 278 hours on 31
December 2009.
31) Wages allocated to the Executive and Governing Boards members
The remuneration conditions for the group executive officers are set by the Executive Board. All the wages and
advantages granted to the Boards members and head managers are divided as follows:
Gross
Remune
aration
Short term
advantages (1)
Advantages after
employment
Compensation in
shares
Attendance fee
Total
Social
costs
Gross
Remunearation
2009
Social
costs
2008
447
188
635
731
292
1 023
13
6
19
24
11
35
606
606
604
17
621
25
1 091
25
1 285
51
1410
320
51
1730
194
(1) By « short‐term advantage » is intended thewages itself,which includes paid vacations, premiums, interest, advantage in kind and employees participation. CHAPITRE 20
204 / 270
31)
Other transactions with related parties
The other transactions with related parties concluded at the market conditions are the following:
31.12.2009
LVCT
NECILTO
Total
Expenditu
re
108
108
31.12.2008
Claims
(Debts)
Income
-
-83
-83
Expenditu
re
32
32
Income
-
Claims
(Debts)
-38
-38
There has been no other transaction with related parties during the financial year.
32)
External costs
2009
Outsourcing
Rent and rental charges
Maintenance and repairs
Insurance premium
Other documents
External staff
Fees
Advertising, public relationship
Transport of goods
Trips, assignments and receptions
Mailing costs and telecommunication
Banking services
Other external services
Total
33)
2008
17 115
7 526
600
472
342
2 662
480
108
4 099
1 296
145
397
35 242
15 146
6 837
656
461
407
185
2 115
814
133
4 229
1 291
144
561
32 978
2009
2008
Revenues from loans and receivables
44
64
Net earnings from VMP sales(1)
-236
71
-192
135
Interest cost
-754
-1 264
Factoring financing commission
-53
-68
-807
-1 332
-999
-1 197
(2) Including at 31/12/2009: Loss in value of 250 KE on own shares during the transfer of 200 000 SQLI shares to ASTON
EDUCATION former shareholders.
The other financial income and expenditure are the following:
2009
Differences in exchange rate
Discounting of long-term loans
Hedging nstruments
Other financial income and expenditure
34)
2008
-5
-82
-286
-373
-296
-13
-392
-701
Tax cost
Tax credit and costs are analyzed as presented below:
2009
Deferred taxes
Recoverable taxes
Charge (Tax credit)
a)
2008
-1 268
269
-999
-98
1 269
1 171
Tax integration
SQLI and its French subsidiaries ABCIAL, LNET MULTIMEDIA, CLEAR VALUE, APPIA CONSULTING,
URBANYS and CLEAR VALUE France represent a fiscal group integrated at 31 December 2009. CLEAR VALUE
FRANCE and EOZEN FRANCE integrated the group in 2009.
b)
Tax evidence
2009
CHAPITRE 20
2008
205 / 270
Consolidated result before taxes
-4 066
33,1/3%
-1 355
68
-28
-26
342
-999
24,58%
Notional tax rate
Notional tax cost
Effect of permanent differences
Effect of differences in morhter-daughter current tax rates
Effect of deferred deficits
Effect of taxes without base and tax credits
Effective tax cost
Effective tax rate
4 323
33,1/3%
1 441
-66
-136
-64
-4
1 171
27,09%
The group registered 3.802 thousands of euro of tax loss outside the tax integration perimeter which didn’t
generate any activation of deferred tax: Deficits on ABCIAL for 2 613 K€, LNET MULTIMEDIA for 717 K€ and
CLEAR VALUE SAS for 472 K€. The provisional results are sufficient to expect their consumption in the next
three years.
VII. Segment information IFRS 8 standard "Operating segments” is applied for the first time. Operating segment determination principles
are exposed before.
Financial information related to operating segments is established with the same rules and accounting methods
used for the consolidated accounts.
Engineering
and other
124 .056
-611
Segment turnover
Intra-segments turnover
Turnover
123.445
On external customers
Current operational result (1)
-1.918
Outstanding customers
26.644
(1) Before valuation of stock-options and free shares.
31.12.2009
SAP
consulting
33.173
-1.908
157.229
-2.519
Engineering
and other
127.421
-621
31.12.2008
SAP
consulting
31.938
-1.710
31.265
154.710
126.800
30.228
157.028
1.601
6.382
-317
33.026
5.253
26.551
2.095
8.232
7.348
34.783
Total
Total
159.359
-2.331
VIII. Offbalance sheet commitments The group has to take a certain number of commitments due to its activity. Some of these commitments generate
provisions (like the commitments related to retirement and other advantages granted to the staff, legal disputes…)
The other commitments not included in the balance sheet are listed below.
1) Remaining commitments coming from contract obligations.
Premisses
It equipment
Vehicles
Rent of leasing contracts
Less than 1
year
3 165
1 921
1 468
6 554
From 1 to 5
years
6 475
3 517
1 387
11 379
More than 5
years
31.12.2009
-
9 640
5 438
2 855
17 933
31.12.2008
11 758
4 523
2 886
19 167
1) Received commitments
The sellers of URBANYS company granted to SQLI a guarantee on its assets and liabilities limited to 15% of
the purchase price (price supplement included). This guarantee is itself guaranteed by first-demand guarantee
of 120 K€ granted by HSBC and available by third on 24 November of 2008, 2009 and 2010.
The former shareholders of EOZEN granted ti SQL§I a guarantee on its assets and liabilities, with a trigger rate of
50 K€ limited at 25% of the purchase price (price supplement included). This guarantee is itself guaranteed by the
pledge of future SQLI shares transferred in exchange.
The shareholders of ICONEWEB granted to SQLI a guarantee on its assets and liabilities, with a trigger rate of
70 K€, an exemption of 40 K€ limited to 2025 K€. The sellers of CLEAR VALUE granted to SQLI a guarantee on
its assets and liabilities with a trigger rate of 75K€ , limited to a maximum between 196 K€ and 600 K€ according
to the stock market price of SQLI shares, until 24 April 2010.
CHAPITRE 20
206 / 270
2)
Debts guaranteed by real securities
In the framework of the credit lines amounting to 17.2 and 4.5 millions of euros granted by Société Générale, BNP
Paribas, Palatine and Neuflize OBC Entreprise, SQLI pledged to their benefit:
-
92 718 shares of ICONEWEB MULTIMEDIA,
Moreover, the liabilities guarantees granted by the sellers of URBANYS and EOZEN are subject to a payment
delegation to the bank pool.
3) Other commitments
In compliance with law n°2007-1233 about work, employment and purchase power of 21 August 2007 (called loi
TEPA) which requires the remunerations, indemnities and advantages granted to the former head managers of a
company to be granted according to result conditions, the Executive Board met on 30 June 2008 took the
following decision:
In case of termination of Monsieur Yahya El Mir functions in the group, decided for any possible reason, he will
receive a compensation of 250 000 euros provided that the current operating margin is higher or equal to 5% at
the closing date previous to the ending date of Monsieur Yahya El Mir functions.
In exchange, Monsieur Yahya El Mir contracted a non-competitive obligation of 5 years, geographically limited to
France, Belgium, Switzerland, Luxembourg, Morocco and Canada; and is limited to SQLI activities.
In exchange this obligation, the company will give him financial compensation paid during five years and equal to
60% of his total gross remuneration (fixed, variable and in-kind benefits), granted for the last twelve months of
activity within the group. This compensation amounts then to 300% of his total gross remuneration (fixed, variable
and in-kind benefits) granted for the last twelve months of activity within the group. The compensation will be paid
as follows:
A key man insurance for the Chairman of the Executive Board amounting to 3,057,000€ has been subscribed in
favour of the company. If levied, the money would be allocated to the anticipated reimbursement of the bank
loans.
4)
Credit lines accepted but not used yet
At 31 December 2007, the following credit lines have been accepted but not used:
-
1 000 K€ of authorised overdraft at Société Générale
1 000 K€, of authorised overdraft at Banque Palatine,
-
1 000 K€, of authorised overdraft at OBC bank
5)
Current conflicts
A former minority shareholder of EOZEN Belgium and EOZEN SA companies pursued an action in deceit towards
the transferor shareholders of EOZEN main companies and the companies themselves towards the Belgian
Commercial Court. The claimant asked for a 1,5 M€ compensation. Without interfering with the legal decisions, SQLI
considers to be protected by the guarantees subscribed by the transferor shareholders.
Andrino et Private Outlet summoned SQLI for 178 K€ of damages within the implementation of an ICT project.
Since this project payment was signed by the customer, SQLI did not create any provision but registered a risk of
non-recovery of claims amounting to 74 K€.
CHAPITRE 20
207 / 270
IX. Events occuring after the accounts closing SQLI didn’t register any event occured after the accounts closure which could modify them at 31 December 2009.
X. pro forma information The proforma consolidated result accounts detailed hereafter give some financial information on the group
activity, if the companies NAGA CONSEIL, ASTON EDUCATION and its subsidiaries ASTON INSTITUT,
COGENIUS et SYSRESO had been purchased on 1st January 2009.
This pro forma data is given for information and represents neither what the accounts would have looked like if
st
the integration operations had been made on 1 January, nor what the future results will be. This information
represents then an hypothetic situation and does not expose the Group effective financial situation.
This data is based on the operating accounts of the subsidiaries for the period or year ended at 31 December
st
2007, considering that no extra financial cost has been recorded by the group for the period between the 1
January and the real acquisition date.
TURNOVER
Other income
Used purchase
Staff cost
External cost
Taxes and dues
Net depreciation, depletion and amortization
Other products and operating cost
OPERATIONAL RESULT (before valuation of stock-options and free shares)
Valuation of stoc k-options and free shares
CURRENT OPERATIONAL RESULT
Depreciation of goodwill
Other non current costs and income
OPERATIONAL RESULT
Income (charges) of cash flow and equivalent
Other financial income and charges
RESULT BEFORE TAXES
Tax burden
CONSOLIDATED NETRESULT
Of which:
Part of group
Part of minority shareholders
Net result, part of the group per share (in euro)
Diluted net result, part of group per share (in euro)
Average number of outstanding shares and stock warrants
31.12.2009
Real
154 710
31.12.2009
Pro forma
157 066
3 038
-681
-116 781
-35 242
-3 913
-1 459
11
-317
-1 297
-1 614
-932
-148
-2 694
-192
-807
-999
-373
-4 066
999
-3 067
3 042
-1 612
-117 794
-35 532
-3 975
-1 486
16
-275
-1 297
-1 572
-932
-139
-2 643
-192
-810
-1 002
-373
-4 018
967
-3 051
-3 072
5
-0,09
34 793 283
-0,08
37 254 262
-3 043
-8
-0,09
34 793 283
-0,08
37 254 262
XII Statutory auditors’ fees
Information given in the financial report.
CHAPITRE 20
208 / 270
20.4 ASSESSMENT OF ANNUAL HISTORICAL FINANCIAL DATA
20.4.1
SOCIAL ACCOUNTS
CONSTANTIN ASSOCIES
28, rue Ginoux
75015 - PARIS
SQLI
Limited company
Statutory Auditors' report
On annual accounts
To the shareholders,
As a result of the mission that was given to us by your General meeting, you will find hereafter our
reports regarding financial year ended on 31 December 2008 on:
-
The control of SQLI social accounts, as included to the report
-
The justification of our evaluation
-
The assessments and specific information required by the law.
The consolidated accounts have been validated by the Executive Board. It is our responsibility, on the
basis of our audit, to express an opinion on these accounts.
I.
Opinion on the annual accounts
We conducted our audit in accordance with the professional standards applied in France. These
standards require that we plan and perform the audit to obtain the reasonable certainty about whether
the consolidated accounts are free of material mis-statements. An audit consists of examining, by
opinion polls, the convincing elements which justify the data contained in these accounts. It also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed hereafter.
We certify that the consolidated accounts of the financial year, which have been established according
to the IFRS reference document as adopted in the European Union, are in order and give a true picture
CHAPITRE 20
209 / 270
of the asset base, the financial situation, as well as the result of the group composed of the persons and
the entities included in the consolidation.
II. Justification of observations
The accounting estimates for the financial statements preparation at 31 December 2009 have
been done in an economic crisis situation which makes economic prospectives more difficult
to foresee. In this context, we made our own evaluation, in application of article L.823-9 of the
Commercial Code.

The notes “intangible fixed assets " in the appendix explains the valuation rules and methods
in connection with goodwill.
Within the framework of our judgements of the accounting rules and principles followed by
your company, we verified the appropriate nature of the accounting methods specified above
and the information supplied in the notes of the appendix, and we made sure of their proper
application.
We also assessed the reasonableness of the accounting estimates used by the company
Executives.

The securities registered in the assets of your company balance sheet are assessed according
to the procedure exposed in note D.c of the year report appendix. We proceeded to the
assessment of the elements relevant for the inventory value and, if need be, we reviewed the
calculation of the provisions for depreciations.
We assessed the coherence of estimates with the hypothesis taken into accounts.

Notes D.h and E. 13 “Long term contracts and provisions for risks and charges” of
the Appendix present the turnover and provisions accountability methods. These results
depend on termination estimations made by the projects managers under control of the
Executive Board.
On the basis of the information we got, our work consisted in reviewing the hypothesis and data which
generated the result estimations for contracts, in reviewing the company calculations, in comparing the
current result estimations with those of previous financial years, in reviewing the Executive Board
approval procedure.
The judgements made in this way fall within the framework of our auditing approach to the annual
financial statements, taken as a whole, and hence contributed to the development of our opinion
expressed in the first part of this report.
CHAPITRE 20
210 / 270
III. Specific verification and information
We also carried out the specific verifications stipulated by law, in accordance with the professional
standards applicable in France.
We have no remarks to make concerning:
-
The accuracy and the concordance with the annual financial statements of the information
provided in the Executive Board's management report and in the documents sent to the
shareholders concerning the financial situation and the annual financial statements.
-
The accuracy of information given in the annual report about the remunerations and
advantages paid to executive officers as well as the commitments made in their benefit during
the taking, the retirement or the change of positions or subsequently to these positions.
In pursuance of the law, we made sure that the various information relating to the affiliates and
controlling interests and to the capital holders’ identity have been passed on to you in the management
report.
CONSTANTIN ASSOCIES
Thierry QUERON
Claude FIEU
CHAPITRE 20
211 / 270
20.4.2
CONSOLIDATED ACCOUNTS
CONSTANTIN ASSOCIES
28, rue Ginoux
75015 - PARIS
SQLI
Limited company
Statutory Auditors’ report
On consolidated accounts
Year ended o 31 December 2009
To the shareholders,
As a result of the mission that was given to us by your General meeting, you will find hereafter our
reports regarding financial year ended on 31 December 2008 on:
-
The control of SQLI social accounts, as included to the report
-
The justification of our evaluation
-
The assessments and specific information required by the law.
The consolidated accounts have been validated by the Executive Board. It is our responsibility, on the
basis of our audit, to express an opinion on these accounts.
I. Opinion on the consolidated accounts
We conducted our audit in accordance with the professional standards applied in France. These
standards require that we plan and perform the audit to obtain the reasonable certainty about whether
the consolidated accounts are free of material mis-statements. An audit consists of examining, by
opinion polls, the convincing elements which justify the data contained in these accounts. It also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed hereafter.
We certify that the consolidated accounts of the financial year, which have been established according
to the IFRS reference document as adopted in the European Union, are in order and give a true picture
of the asset base, the financial situation, as well as the result of the group composed of the persons and
the entities included in the consolidation.
Without impleading our observations above, we would like to draw your attention on note II 2
'Changes in accounting procedures" of the Appendix which presents the changes of
CHAPITRE 20
212 / 270
accounting rules and standards resulting from the application, on 1st January 2009, of IAS1
amended standards "Presentation of financial statements" and IFRS8 "Operational segments".
II. Justification of assessments
The accounting estimates for the financial statements preparation at 31 December 2009 have
been done in an economic crisis situation which makes economic prospective more difficult to
foresee. These conditions are presented in note II 3 "Estimates and judgments” of
consolidated accounts appendix. . In this context, we made our own evaluation, in application
of article L.823-9 of the Commercial Code.
As exposed in note II 3 "Estimates and judgments" the financial statements elaboration
needs the use of estimates and hypotheses. Given the uncertainty of these previsions, the
expectations can sometimes significantly differ from the actual results. These estimates
and hypotheses are mainly used for the estimation of provisions and the elaboration of
business plans used for value tests on intangible assets and deferred taxes recognition on
deferred fiscal deficits.

Our work consisted in valuating the reasonableness of data and hypotheses on which
these estimations are based.
The notes II. 5, V, VII. 1 and 4 of the appendix explain the consolidation rules
and methods relating to the evolution of the consolidation perimeter and to the
handling of goodwill on the fiscal year 2005 resulting from operations of external
growth.
Once a year, the company conducts impairment tests on goodwill and unlimited
intangible assets, or for intermediate closings when there are signs of loss of value.
We studied the implementation of this impairment test along with the estimates and
hypotheses used and we checked that the notes gave coherent information.
We assessed the coherence of estimates with the hypothesis taken into accounts.

SQLI notices the results on the long-term contracts according to the modalities
described in the notes II.15 and 18, VII.20 of the appendix to the consolidated
accounts. These results depend on final estimates realized by the chargés d'affaires
under the General Management’s supervision.
On the basis of the information that has been given to us, our works consisted in
appreciating the data and the assumptions on which these contracts’ estimates on final
profit or loss base themselves, in reviewing the calculations made by the company, in
comparing the estimates on final profit or loss of the previous periods with the
corresponding works and in examining the approval procedures of these valuations by
the General Management.
CHAPITRE 20
213 / 270
We also assessed the reasonableness of the accounting estimates used by the company
Executives.
Notes II 23 and VII 22 describe the assessment principles and approach of deferred tax
debits. Every year, the company analyses the value of deferred tax debit on fiscal
deficits and provisions according to the principles described in these notes. We studied
the implementation of this impairment test along with the estimates and hypotheses
used and we checked that the notes gave coherent information.
Within the framework of our estimation, the accounting assessments and with the
information available at this day, we checked the appropriate nature of these
estimations.
The current assessments have been taken in compliance with our audit procedures and
participated in the creation of our opinion expressed in the first part of this report.
III. Specific assessments
In compliance with French professional standards, we also carried out the verification
of the information provided in the group’s management report. We have no remarks to
make concerning their accuracy and their concordance with the consolidated accounts.
.
CONSTANTIN ASSOCIES
Thierry QUERON
Claude FIEU
CHAPITRE 20
214 / 270
20.5 LATEST FINANCIAL DATA
The last financial data are dated from 31 December 2008 and are included in the present reference
document.
20.6 INTERMEDIARY FINANCIAL DATA AND OTHERS
None
20.7 POLICY OF DIVIDENDS PAYMENT
The company did not pay dividends during the last three financial years.
The group’s management does not consider paying dividends for the current financial year.
20.8 JUDICIAL AND ARBITRATION PROCEDURES
There is no current judicial or arbitration procedure likely to have a significant impact on the
company’s financial situation, its activity and its capital, except for the dispute described in paragraph
4.3.3 “current conflicts”.
20.9 SIGNIFICANT CHANGE OF THE FINANCIAL OR COMMERCIAL POSITION
No significant change of the financial or commercial situation occurred since the statement of the
2007 accounts.
CHAPITRE 20
215 / 270
CHAPTER 21
FURTHER INFORMATION
21.1 SHARE CAPITAL
21.1.1 AMOUNT OF SHARE CAPITAL (ARTICLE 6 OF STATUTES UPDATED ON 07 DECEMBER
2009)
The share capital amounts to 1.763.651,55 divided into 35.273.031 shares with a par value of 0.05€, in
a single class and each of them paid up in full.
Pledges are detailed in paragraph «covenants, anticipated collectability and default clause » of
paragraph « Liquidity-related risks –Financing of the working capital requirement ».
21.1.2
UNREPRESENTATIVE SECURITIES
There are not any existing securities that not represent the capital.
21.1.3
HOLDING AND BUYBACK PROGRAMS
After the resolutions taken by the Combined General Meeting of 16 June 2006, SQLI started a
programme for buying back its own shares, with the following objectives (by decreasing priority): i)
Market animation or share liquidity, ii) Purchase for keeping and using for exchange or retribution of
possible external growth operations, iii) Allocation of shares to the employees, iv) Possible
Cancellation of these shares.
At the accounts closing date, the group decided not to allocate the free shares to free shares allocations
plans.
This programme which lasted 18 months and ended with the General Meeting f 31 December 2007,
set a maximum unit purchase price of 7 euro and a minimum unit selling price of 1 euro. It was
organised within a liquidity contract signed with la Financière d’Uzès.
On 31 December 2009, SQLI holds 344.429 own shares compared with 380.532 in the end of 2008.
Their value at purchase price is 442.306 € and their market value at 31 December 2009 is 344.038 €.
Within the shares buyback program, SQLI purchased 223.452 own shares and sold 259.555 in 2009 .
200 000 of the 259.555 shares transferred during the year have been offered to ASTON shareholders
for the takeover of this group: The shares have been valued according to the day market price, i.e. 1€,
which generated a financial loss of 250 K€ for SQLI (historical value of self-owned shares: 450 K€).
CHAPITRE 21
216 / 270
Table 64. Variation of self-owned shares
31/12/2009 31/12/2008 Number of shares Unity price Value Number of shares Unity price Value Self owned shares at 1 January
380.532
2,011 €
765
30.119
2,759 €
83
Acquisitions of the year 223.452 0,874 € 195 417.120 2,037 € 849 Transfers at sale value ‐259.555 1,024 € ‐266 ‐66.707 1,747 € ‐117 ‐252 442 380.532 er
Transfer gain or loss Selfowned shares at 31 December 344.429 1,284 € 2,011 € ‐50 765 Buy-back programs
After the resolutions taken by the Combined General Meeting of 30 June 2009, SQLI decided to
continue the programme for buying back its own shares, as described hereafter:
with the following objectives (by decreasing priority): i) Market animation or share liquidity, ii)
Purchase for keeping and using for exchange or retribution of possible external growth operations, iii)
Allocation of shares to the employees, iv) Possible Cancellation of these shares.
« The General Assembly, meeting in compliance with the quorum and majority conditions required for
Extraordinary General Assemblies, and after acknowledgement of the Governing Board report, gives
authorization to the Executive Board (or the Governing Board) to buy back SQLI shares in compliance
with articles L.225-209 and followings, with the objectives described below:
-
Market animation or share liquidity within a liquidity contract with an investment service
firm;
-
Purchase for keeping and using for exchange or retribution of possible external growth
operations;
-
Allocation of shares to the employees and head managers of the company and affiliated
companies, for the participation to the company growth, the stock options, the allocation of
free shares and company saving plan;
-
Their cancellation, depending on the acceptance f the 11th resolution, exposed after, by the
Extraordinary General Assembly.
The purchase or sale of shares can be made in one or more times, in any way and at any moment,
including during a takeover bid, in compliance with the law. These shares can be bought on the market
or with securities blocks purchase. The part sold in the form of securities blocks can represent the
totality of the buyback plan.
This authorization can be given in the following conditions:
-
The maximum number of shares the company can buy according to the present resolution
can’t exceed 10% of the share capital;
CHAPITRE 21
217 / 270
-
The maximum number of shares the company can buy to keep them and use them to pay for
external growth operations can’t exceed 5% of the share capital;
-
The maximum amount allocated to shares buyback can not exceed 15.000.000 euro.
-
Their maximum price of purchase and miimum price of sales are the following:

Maximum price of purchase per share: 7 Euro;

Minimum price of sale per share: 0,5 Euro.
This authorization is given for a time ending at the next General Assembly meeting which will preside
over the accounts of 2009, and at the latest, 18 months from the present meeting.
All powers are given to the Executive Board, which can delegate, in order to decide of the use of the
present authorization. »
Resolution n°11 (Delegation aimed ad reducing the share capital with cancellation of shares) has also
been adopted by the Combined General Assembly of 16 June 2009.
Distribution and use of the self-owned shares according to the various
objectives set by the General Assembly
The distribution and the use of self-owned shares in 2009 are the following:
Table 65. Animation of the market or liquidity of SQLI share as part of a liquidity contract
with an investment services firm
Number of held shares on 1st January 2009 Number of bought back shares from 1st January to 31 December 2009 Number of sold shares from 1st January to 31 December 2009 Number of reallocated shares from 1st January to 31 December 2009 Number of held shares on 31 December 2009 Number of shares 49.459 56.487 59.555 0 46.391 Total prime cost (€) 59.561 58.085 68.122 0 49.524 1,20 1,02 1,14 0 1,07 Weight average price per share (€) CHAPITRE 21
218 / 270
Table 66. Holding and use of SQLI shares to pay for external growth operations
Number of held shares on 1st January 2009 Number of bought back shares from 1st January to 31 December 2009 Number of sold shares from 1st January to 31 December 2009 Number of reallocated shares from 1st January to 31 December 2009 Number of held shares on 31 December 2009 Number of shares 331.073 166.965 200.000 0 298.038 Total prime cost 705.825 137.254 450.297 0 392.782 2,132 0,822 2,25 0 1,318 Weight average price per share Table 67. Allocation to employees and head managers of SQLI and affiliated companies
Number of held shares on 1st January 2009 Number of bought back shares from 1st January to 31 December 2009 Number of sold shares from 1st January to 31 December 2009 Number of reallocated shares from 1st January to 31 December 2009 Number of held shares on 31 December 2009 Number of shares 0 0 0 0 0 Total prime cost 0 0 0 0 0 Weight average price per share 0 0 0 0 0 CHAPITRE 21
219 / 270
Table 68. Cancellation
Number of held shares on 1st January 2009 Number of bought back shares from 1st January to 31 December 2009 Number of sold shares from 1st January to 31 December 2009 Number of reallocated shares from 1st January to 31 December 2009 Number of held shares on 31 December 2009 Number of shares 0 0 0 0 0 Total prime cost 0 0 0 0 0 Weight average price per share 0 0 0 0 0 Description of shares buyback programs submitted by the Executive
Board to the Combined General Meeting on 17 June 2010
The agenda of the Combined General Meeting met on 17 June 2010 was published in the newsletter
on 10 May and is available on www.journal-officiel.gouv.fr website.
The sixth resolution states as follows:
“The General Assembly, meeting in compliance with the quorum and majority conditions required for
Extraordinary General Assemblies, and after acknowledgement of the Governing Board report, gives
authorization to the Executive Board (or the Governing Board) to buy back SQLI shares in compliance
with articles L.225-209 and followings, with the objectives described below:
-
Market animation or share liquidity within a liquidity contract with an investment service
firm;
-
Purchase for keeping and using for exchange or retribution of possible external growth
operations;
-
Allocation of shares to the employees and head managers of the company and affiliated
companies, for the participation to the company growth, the stock options, the allocation of
free shares and company saving plan;
-
Their cancellation, depending on the acceptance f the 11th resolution, exposed after, by the
Extraordinary General Assembly.
The purchase or sale of shares can be made in one or more times, in any way and at any moment,
including during a takeover bid, in compliance with the law. These shares can be bought on the market
or with securities blocks purchase. The part sold in the form of securities blocks can represent the
totality of the buyback plan.
This authorization can be given in the following conditions:
-
The maximum number of shares the company can buy according to the present resolution
can’t exceed 10% of the share capital;
CHAPITRE 21
220 / 270
-
The maximum number of shares the company can buy to keep them and use them to pay for
external growth operations can’t exceed 5% of the share capital;
-
The maximum amount allocated to shares buyback can’t exceed 15.000.000 euro.
-
Their maximum price of purchase and minimum price of sales are the following:
- Maximum price of purchase per share: 7 Euro;
- Minimum price of sale per share: 0,5 Euro.”
CHAPITRE 21
221 / 270
21.1.4 LIQUIDITY TOOLS
The allocation of free shares, stock options and BCE to the Executive officers, managers and
employees are detailed in Chapter 17 « Employees ».
Free shares
At 31 December 2009, the company has 1.072.695 free shares, with a possible dilution of 2,95 %,
given the number of 35.273.031 shares at 31 December 2009.
Table 69. Dilutive instruments – Free shares
31/12/2009 Number of shares Fair value of shares (in K€) Number of shares Fair value of shares (in K€) Balance of shares at 1st January
Allocations of the year 1.453.235
31/12/2008 382.234
90.000 62 1.098.391 1.430 Expired shares ‐100.752 ‐27.390 Exercised issued shares ‐369.788 ‐ Balance of shares at 31 December 1.072.695 1.453.235 Fair value in charges for the year 1.297 1.012 Stock purchase warrants
Regarding the stock warrants allocated on 31 December 2008, Plan n°1 and plan n°2 have been
cancelled in 2007, while plan n°3 has been cancelled in 2008. No warrant related to these three plans
can be exercised.
Regarding stock purchase warrants, Plan n°4 has been cancelled in 2008. Plan n°5 and n°6 were
cancelled in 2008. No warrant related to these three plans can be exercised.
The beneficiaries of the stock purchase warrants granted before the capital increase of 31 October
2006 can subscribe for new shares at the price of 2,25 € for five shares per exercise of BCE. It
represented a complement of 238.961 shares which have been cancelled in December 2009.
CHAPITRE 21
222 / 270
Price supplements paid with new shares
Regarding the potential shares which can be created to pay a price supplement following an
acquisition made in the previous year, the situation is as follows:
-
Following the agreement signed for the acquisition of CLEAR VALUE on 15 December 2006,
completed by an avenant of 3 January 2007 and the result objectives reached in 2007, SQLI paid
a price supplement to some shareholders for an amount of 1 million. The payment was made
in cash for 22% and with the issue of 288 886 SQLI shares for the rest. On 7 may 2008,
288.886 have been suscribed at a price of 0,05 € each by exercise of BSA issued on 25 April
2007. On 31 December 2008, there is no potential share for this acquisition.
-
SQLI made an acquisition of majority holding (51%) of Eozen with an agreement signed on
19 December 2007. The takeover of the remaining 49% has been done on 30 June 2008
through a payment in kind of the minority holders’ shares with the attribution of 2 841 044
SQLI securities for the price firm part, and with the issue of two times 2 841 044 equitywarrant securities for the price variable part.
The variable part depends on EBIT growth rates and on 2008 and the year result in 2008 and
2009 for the perimeter represented by CLEAR VALUE and EOZEN, the two groups
developing their expertise in SAP. In 2009, 405.851 shares have been issued at the price of
2,6285 € per share as a payment for EOZEN price supplement for year 2008. The objectives
set for 2009 have not been reached, and no price supplement in cash or in kind is still to be
paid at the end of December 2009.
The former shareholders of URBANYS won’t receive any price supplement because the result
objectives for 2008 and 2009 have not been reached. This price supplement was estimated at 500 K€
on 31 December 2007.
Table 70. Other current dilutive instruments
31/12/2009 Number of options and warrants to be exercised 31/12/2008 Number of potential shares Number of options and warrants to be exercised EOZEN BSA 1 0 0 2.841.044 405.869 EOZEN BSA 2 0 0 2.841.044 405.869 Total BSA EOZEN
0
0
5.682.088
811.738
0 0 1.194.806 1.194.806 0 0 6.876.894 2.006.544 Stock purchase warrants Total CHAPITRE 21
Number of potential shares 223 / 270
At 31 December 2009, the company has 1.072.695 free shares, with a possible dilution of 2,95 %,
given the number of 35.273.031 shares at 31 December 2009.
These shares represent a capital increase of 186 K€, given the nominal value of 0,05 € per share. A
shareholder who owns 1% of the capital, or 343.697 shares, would hold, after subscription/exercise of
the potential shares, 0,90 % of the capital, which represents a moderated dilution regarding the
allocation strategy of free shares.
CHAPITRE 21
224 / 270
21.1.5 RULES FOR PURCHASE AND OBLIGATION RIGHTS AIMED AT INCREASING THE COMPANY’S CAPITAL
Table 71. Tableau récapitulatif des délégations en cours de validité (article. L.225-100 du Code de commerce)
Date of General Meeting N° resolutions 30 June 2008 28 Duration of delegation Purpose of the delegation Granting free shares, already existing or still to be issued in the benefit of employees or executives 26 mont
h Global ceiling (nominal) Expiry date 29 August 2010 Limited to 10% of its capital Use during year 2009 50 000 free shares have been allocated by the Executive Board on 16 June 2009 Increasing the share capital: 1) with the issue, in one time or more, in the proporations and at the dates decided by the Executive Board, in France and abroad, including a subscription right for shareholders: 1)
(a) of SQLI ordinary shares; 16 June 2009 12 (b) of financial securities giving access by any means, immediately or eventually, to ordinary shares belonging to a company or to a company controlled for more than half of its equity. These financial securities can be denominated in foreign currency, in some monetary unit or other. 26 mont
h 2)
15 August 2011 1.200.000 € Amount of premium and
reserves on transfer day None 2) by incorporation of premiums, reserves, benefits and other. Date General Meeting of 16 June 2009 N° resolution Purpose of the delegation Duration of delegation Expiry date Global ceiling (nominal) Use during year 2009 13 Increasing the share capital with the 26 month 15 August 500 000 € Néant CHAPITRE 21
225 / 270
issue, in one time or more, in the proporations and at the dates decided by the Executive Board, in France and abroad, excluding a subscription right for shareholders: 2011 (a) of SQLI ordinary shares; (amount imputed on the global ceiling of 1.200.000 € described in resolution 12) (b) of financial securities giving access by any means, immediately or eventually, to ordinary shares belonging to a company or to a company controlled for more than half of its equity. These financial securities can be denominated in foreign currency or in other some monetary unit. 16 June 2009 14 Increasing the amount of issues in case of extra demand 26 month 30 day after the subscription ending date 15 % of original issue (amount imputed on the global ceiling described in resolution 12) None Date General Meeting of 16 June 2009 N° resolution Purpose of the delegation Duration of delegation Expiry date Global ceiling (nominal) Use during year 2009 15 Increasing the share capital with the issue of ordinary share without subscription right in order to pay for securities transfer in case of takeover bid or contribution in cash CHAPITRE 21
26 month 15 August 2011 Limited to 10% of the capital and to the global ceiling described in resolution 12 226 / 270
None 16 June 2009 Increasing the share capital with the issue of new shares in the conditions described in articles L.3332‐18 and following of the French Labour Code. 16 26 month 15 August 2011 Limited to 3 % of its capital and for a maximum nominal amount of 100 000 €. 127.681 new shares with a nominal value of 0,05€ each have been issued at the unity price of 0,89€ i.e. capital increase of 6.384,05 € registered by the DEO on 7 December 2009 CHAPITRE 21
227 / 270
21.1.6 CAPITAL SUBJECTED TO OPTIONS, OR CONDITIONAL OR UNCONDITIONAL AGREEMENTS
PREPARING FOR OPTIONS
SQLI capital, which is detailed in Chapter 7 « Organization chart » is not subject to any option, or
conditional and unconditional agreements preparing for options.
21.1.7 EVOLUTION OF SHARE CAPITAL DURING THE YEAR
The significant changes in SQLI share capital which happened in the last three years are detailed
hereafter:
Year 2007
At 31 December 2007, SQLI Company’s share capital amounted to 1.533.729,55 € , divided in
30.674.591 shares of 0.05 euro each, all of them entirely free.
During the year, 2.484.787 new shares have been created:
-
On 25 April 2007, 1 737 944 shares have been issued at the price of 2.7070 € each for a total
price of 4 692 K€ to remnuerate the 670 235 CLEARVALUE share . 1 166 633 of these
shares are accompanied by warrants giving right to subscribe 288 SQLI shares if the totality
of the price supplement is granted to the transferor shareholders.
-
On 28 September 2007, 39 607 shares have been issued at the price of 2,63 € each to
remunerate the price supplement of 104 K€ due for the Image Pharma goodwill integrated on
17 October 2006 by Inlog company.
-
166 149 shares have been issued at the price of 0.46 €per share for the warrants holders, in
compliance with the terms fixed by the Executive Board on 25 July 2003, and after
authorisation of the General assembly meeting of 30 June 2003.
-
36 859 shares have been issued at the price of 0,80 € per share for the warrants holders, in
compliance with the terms fixed by the Executive Board on 31 October & 23 September 2005,
giving them the right to subscribe for capital increases in complement of those made in
December 2003.
-
17 500 shares have been issued at the price of 1,219 € per share for the warrants holders, in
compliance with the terms fixed by the Executive Board on 29 March 2004 and after
authorisation of the General assembly meeting of 30 June 2003.
-
291 336 actions have been issued at the price of de 1,2755 € per share for the warrants
holders, in compliance with the terms fixed by the Executive Board on 29 September 2004,
after authorisation of the General assembly meeting of 10 June 2004.
-
49 831 500 shares have been issued at the price of 2,25 € per share for the BCE holders, in
compliance with the terms fixed by the Executive Board on 23 September 2005, giving them
the right to subscribe for capital increases in complement of those made in Ooctober 2005.
-
130 139 shares have been issued at the price of 2.22€ per share for the employees who joined
the group Saving plan « PEG TESORUS » by decision of the Executive Board on 10
December 2007.
-
15 422 shares have been issued at the price of de 2,1678 € per share as a result for the stockoptions exercise granted by the Governing Board on 27 July 2001, after autorisation given by
the General Assembly meetings of 21 March and 6 July 2000.
CHAPITRE 21
228 / 270
Year 2008
At 31 December 2008, SQLI Company’s share capital amounted to 1.718.485,55 €, divided in
34.369.711 shares of 0.05 euro each, all of them entirely free.
During the year, 3.695.120 new shares have been created:
-
On 7 May 2008, 288.886 shares have been issued at the price of 0,05 € each by exercise of
BSA for the contribution of CLEARVALUE They represent a price supplement (780 K€) paid
to the selling shareholders.
-
On 30 June 2008, 2.841.044 shares have been issued at the price of 2,6285 € as a
remuneration for the contribution of 49% of EOZEN and EOZEN Belgium shares amounting
to 7.468 K€. These shares accompanied by warrants giving right to subscribe 2.841.044 SQLI
shares if the totality of the price supplement is granted to the transferor shareholders.
-
292.254 shares have been subscribed by the BCE beneficiaries in the conditions set by the
Governing Board on 25 July 2003, after authorization granted by the Combined General
Assembly of 30 June 2003, at the price of 0,46 € per share;
-
57.478 shares have been have been subscribed by the BCE beneficiaries in the conditions set
by the Governing Board on 31 October and 23 September 2005, giving them the right to
subscribe for capital increases in complement of those made in December 2003n at the price
of 0,80 € per share;
-
7 500 shares have been subscribed by the BCE beneficiaries in the conditions set by the
Governing Board on 29 March 2004, after authorization granted by the Combined General
-
19.868 shares have been subscribed by the BCE beneficiaries in the conditions set by the
Governing Board on 29 september 2004, after authorization granted by the Combined General
-
666 shares have been have been subscribed by the BCE beneficiaries in the conditions set by
the Governing Board on 23 September 2005, giving them the right to subscribe for capital
increases in complement of those made in October 2005 at the price of 2,25 € per share;
-
128.549 shares have been created by the Delegated Executive Officer on 4 December 2008 for
the employees members of the « PEG TESORUS » Group Saving plan, at the exercise price of
0,80 € per share;
-
58.875 shares resulting from the exercise of stock options granted by the Executive Board of
27 July 2001 have been issued at the exercise price of 2,1678 € per share, after authorization
of the General Assembly meetings of 21 March and 6 July 2000
Year 2009
At 31 December 2009, SQLI Company share capital amounted to 1,763,651.55 € , divided in
35,273,031 shares of 0.05 euro each, all of them entirely free.
During the year, 903,320 new shares have been created:
-
- 80 000 shares have been issued by decision of the Delegated Executive Officer on 1st April
2009, following the free shares allocation decided by the Board on 30 March 2007;
CHAPITRE 21
229 / 270
-
- 289.788 shares have been issued after the free shares allocation decided by the Board on 14
July 2009. This decision was acknowledged by the Executive Board on 16 June 2009.
-
- 405.851 shares have been issued by decision of the Delegated Executive Officer on 6 July
2009 as a payment for the price supplement related to EOZEN takeover.
-
- 127.681 shares have been created by the Delegated Executive Officer on 7 December 2009
for the employees members of the « PEG TESORUS » Group Saving plan.
CHAPITRE 21
230 / 270
Table 72. Evolution du capital social au cours des 3 derniers exercices
Date of operation Nature of operation Number created shares of Nominal value Amount of Evolution of share capital capital operations) share Total amount (after shares 1.737.944 0,05 € 86.897,20 € 1.496.387,40 € 29.927.748 39.607
130.139
36.859
49.831
166.149
17.500
291.336
15.422
0,05 €
0,05 €
0,05 €
0,05 €
0,05 €
0,05 €
0,05 €
0,05 €
1.980,35 €
6.506,95 €
1.842,95 €
2.491,55 €
8.307,45 €
875,00 €
14.566,80 €
771,10 €
1.498.367,75 €
1.504.874,70 €
1.506.717,65 €
1.509.209,20 €
1.517.516,65 €
1.518.391,65 €
1.532.958,45 €
1.533.729,55 €
29.967.355
30.097.494
30.134.353
30.184.184
30.350.333
30.367.833
30.659.169
30.674.591
28/09/2007 10/12/2007 2007 2007 2007 2007 2007 2007 Remuneration of CLEAR VALUE
contribution Remuneration of a price supplement
Group Saving plan Capital increase – warrants (1)
Capital increase – warrants (2)
Stock purchase warrants exercise (3)
07/05/2008 30/06/2008 04/12/2008 2008 2008 2008 2008 2008 2008 01/04/2009 16/06/2009 06/07/2009 07/12/2009 Exercise of BSA Remuneration of EOZEN contribution
Plan d’épargne Groupe Capital increase – warrants (1) Capital increase – warrants (2)
288.886
2.841.044
128.549
57.478 666
292.254
7.500
19.868
58.875
0,05 €
0,05 €
0,05 €
0,05 € 0,05 €
0,05 €
0,05 €
0,05 €
0,05 €
1.548.173,85 €
1.690.226,05 €
1.696.653,50 €
1.699.527,40 € 1.699.560,70 €
1.714.173,40 €
1.714.548,40 €
1.715.541,80 €
1.718.485,55 €
30.963.477
33.804.521
33.933.070
33.990.548 33.991.214
34.283.468
34.290.968
34.310.836
34.369.711
Issue of free shares Issue of free shares Remuneration of a price supplement
Group saving plan 80.000
289.788
405.851
127.681
0,05 €
0,05 €
0,05 €
0,05 €
14.444,30 €
142.052,20 €
6.427,45 €
2.873,90 € 33,30 €
14.612,70 €
375,00 €
993,40 €
2.943,75 €
4.000,00 €
14.489,40 €
20.292,55 €
6.384,05 €
1.722.485,55 €
1.736.974,95 €
1.757.267,50 €
1.763.651,55 €
34.449.711
34.739.499
35.145.350
35.273.031
25/04/2007 of Note: (1) 2007: Subscription of 7500 shares on 01/02, 3416 shares on 05/03, 3041 shares on 30/03, 416 shares on 02/05, 2.800 shares on 04/06, 6.250 shares on 02/07, 4.933 shares on 03/09, 8.087 shares on 31/10 et 416 shares on 31/12. 2008: Subscription of 1.750 shares on 29/02, 1.000 shares on 31/03, 1.000 shares on 30/05, 20.662 shares on 30/06, 29.316 shares on 31/07, 1.250 shares on 29/08, 1.250 shares on 30/09 and 1.250 shares on 30/11. (2) 2007: Subscription of 9,199 shares on 01/02, 3,333 shares on 05/03, 1,433 shares on 30/03, 333 shares on 02/05, 1000 shares on 04/06, 1400 shares on 02/07, 12.600 shares on 03/09, 1.600 shares on 31/10 et 6,000 shares on 30/12 and 333 shares on 31/12. 2008: Subscription of 666 shares on 30/06 (3) 2007: Subscription of de 18.667 shares on 01/02, 17.366 shares on 05/03, 6.666 shares on 02/05, 11.200 shares on 04/06, 25.000 shares on 02/07, 27.234 shares on 02/08, 19.350 shares on 03/09, 19.000 shares on 28/09, 14.666 shares on 31/10 and 7.000 shares on 31/12. 2008: Subscription of 4.000 shares on 31/03, 4.000 shares on 01/05, 45.159 shares on 30/05, 122.936 shares on 30/06, 106.159 shares on 31/07 and 10.000 shares on 29/08. (4) 2007: Subscription of 17.500 shares on 02/08. 2008: Subscription of 7,500 shares on 29/02. (5) 2007: Subscription of 666 shares on 05/03, 1.000 shares on 05/03, 3.000 shares on 02/05, 2.666 shares on 02/05, 34.000 shares on 04/06, 21.666 shares on 04/06, 15.000 shares on 02/07, 3.334 shares on 02/07, 6.666 shares on 02/08, 30.000 shares on 02/08, 15.000 shares on 03/09, 15.000 shares on 28/09, 3.334 shares on 28/09, 45.000 shares on CHAPITRE 21
231 / 270
31/10, 45.000 shares on 31/10, 7.000 shares on 30/11, 3.000 shares on 30/11, 21.336 shares on 31/12, 3.668 shares on 31/12 shares on 15.000 shares on 31/12. 2008: Subscription of 1.000 shares on 31/03, 668 shares on 31/03, 3.000 shares on 01/05, 4.000 shares on 01/05, 4.200 shares on 30/05 and 7.000 shares on 30/05. (6) 2007: Subscription of 7.711 shares on 02/05, 6.610 shares on 28/09, 1.101 shares on 31/12. 2008: Subscription of 23.892 shares on 30/05 and 34.983 shares on 30/06. CHAPITRE 21
232 / 270
21.2 DEED OF FOUNDATION AND STATUTES
21.2.1 SOCIAL PURPOSE OF SQLI
(ARTICLE 3 OF STATUTES UPDATED ON 07 DECEMBER 2009)
« The Company’s purpose, both directly and indirectly, in France and in all other countries is as
follows:
Communications and web marketing consulting,
The design and ergonomics of websites,
Consulting regarding the choice of IT systems architecture and IT systems,- Integration and
implementation of information technology systems
Design and development of IT software,
Distribution of IT software,
IT training, and
All industrial and commercial operations pertaining to:
- Creation, purchasing, hiring, and management leases of any businesses, taking of
leases, installation and exploitation of any establishments, businesses, factories,
workshops, pertaining to one or other of the Company’s activities;
- Acquisition, purchasing, exploitation or disposal of any procedure or patent
concerning the Company’s activities;
- The direct or indirect participation of the Company in any finance, property or asset
operations or industrial or commercial companies which are associated with the
Company’s purpose or a similar or connected purpose;
- All operations that contribute to the achievement of the Company’s purpose.
21.2.2 MEASURES RELATED TO THE GOVERNING, EXECUTIVE AND SUPERVISORY BOARDS
Statutory procedures
The articles below, related to the members of the Executive and the Governing Board, are part of the
Company statutes updated on 07 December 2009.
Article 14 EXECUTIVE BOARD
« 1 – Appointment
The company is run by an Executive Board, made up of three to eighteen members.
The Executive Board can include one or more members elected by the company staff, or by the
subsidiaries staff in compliance with articles L.225-27 and L.225-28 of the Commercial Code and with
paragraph 4 exposed below. These members elected by the employees are not included in the
minimum and maximum amount of members set by the present statutes.
The members can be natural persons or corporate bodies.
When appointed, the corporate bodies have to choose a permanent representative who is submitted to
the same conditions and obligations and who has the same civil and criminal liabilities as a natural
person, without prejudice of the joint and several responsibility of the body represented.
The members are appointed by the Extraordinary General Assembly meeting.
CHAPITRE 21
233 / 270
In case of vacancy for death or resignation of one or more members, the Executive Board can
provisionally appoint new members in order to reach the required number of Board members, up to
the next General Assembly meeting. These appointments must be done within three months following
the vacancy, when the number of members is below the required minimum number, without being
below the legal number. The appointments made by the Board must be confirmed in the next
Extraordinary General Assembly meeting.
When the number of members is below the legal number, the remaining members must must
immediately call for an Extraordinary Assembly meeting in order to complete the Executive Board.
The members appointed to replace a former member hold the position during the remaining time of the
former member mandate.
The number of members working within the company cannot exceed one third of the Board members,
except in a few cases defined by law, regarding for instance the case of members elected by
shareholders employees.
2 – Duration of the mandates
The Executive Board members are appointed for six years.
The mandates end at the end of the Ordinary General Assembly meeting presiding over the past year
accouts and held within the same year of the member mandate expiry date.
Any member of the Directory is re-eligible.
3 – Age limit
Nobody can be appointed member of the Executive Board if, having exceeded the age of seventy years
old, her/his appointment has the effect of leading to more than the third of the members of the
Executive Board the number of members of the Executive Board having exceeded this age. If this age
limit is reached, the oldest member will be automatically considered as outgoing at the end of the
Ordinary General Assembly meeting presiding over the past year accounts and held within the same
year.
4 –Members appointed by employees
When the report presented by the Executive Board during the General Assembly meeting stipulates, in
compliance with article L.225-102 of the Commercial Code, that the shares held by the company and
the affiliated companies staff represent more than 3% of the company share capital, one or more
members myst be appointed by the General Assembly after recommendation of the shareholders
employees.
At least two months before the General Assembly, the Executive Board asks the employees to choose
candidates. The Executive Board chairman receives the written suggestions of the staff in order to
choose a candidate. To be receivable, the candidates have to represent at least 5% of shareholder
workers. This procedure is recorded in a minute containing the number of votes for each candidate.
The list is made by the Executive Board.
5 – Dismissal
Every member of the Executive board is revocable by the General meeting or by the Supervisory
board, without notice. The revocation of a member of the Executive board does not bring about the
dismissal of this one, if (s)he is also employee of the company. »
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Article 15 – ORGANIZATION OF THE EXECUTIVE BOARD
« 1 – The Executive Board Chairman
The Executive Board choses by simple majority within its members a Chairman, who has to be a
natural person.
The Executive Board decides of the Chairman remuneration and of the duration of his mandate, which
can not exceed the duration of his Board member mandate. The Chairman can be reelected.
The Chairman must be less than 65 years old. If the current chairman exceeds this age, he is
automatically considered as outgoing.
In case of temporary vacancy or death, the Executive Board can provisionally give the function of
chairman to a member.
The Chairman represents the Executive Board. He organizes and runs its missions, which he presents
to the General Assembly. He checks the good functioning of the company organs and the ability of the
members to fulfill their mission.
The Executive Board appoints a secretary who helps toe Chairman in preparing and recording the
Board meetings. He can be appointed among the members or outside the Board. He is dismissed by
decision of th Board.
The Chairman can resign freely.
He can, at any moment, be dismissed by the Executive Board. In this case, he remains a member of the
Board.
2 – Meetings and deliberations of the Executive Board
The Executive Board meets as often as needed, when the Chairman requests it, in the headquarters or
in any other place chosen by the Chairman.
If the Executive Board has not met in more than two months, a third of the Board members can ask the
Chairman to call for a meeting.
The CEO can also ask the chairman to call for an Executive Board meeting. If the meeting has not
been called within 20 days, the CEO can call the meeting.
The convening must be called at least 3 days before the meeting date. They must give the agenda of
the meeting. The convening can be verbal and immediate, if the members agree.
The convening must contain all the projects and documents needed to inform the members.
An attendance register is kept and signed by the members who participate to the meeting. It must
include the name of attending and represented members, according to article L.225-37 of the
Commercial Code, as well as the names of members who attended through videoconference and
telecommunication.
The Board meetings can be organized through videoconference in the conditions given by the law, and
the company statutes. They can bee organized through telecommunication allowing the identification
of the members and their effective participation, in the conditions given by the law, and the company
statutes.
The Executive Board can make decisions only if at least half of the members are present.
The decisions are made by majority of the present of represented members. A member can represent
only one other member, with a justification of his agreement.
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The participation of members through visioconference and telecommunication is included for the
calculation of the quorum and the majority, except for the participation related to the following
decisions:
-
Drafting of the annual accounts and of the management report
-
Drafting of the consolidated accounts and of the group management report if not included in
the annual report.
The vote of the presiding officer is predominant.
The Executive Board decisions are recorded in minutes drafter on a specific quoted register, in
compliance with the regulatory procedures.
The minute of every meeting must include the name of the present, represented, exempted, and absent
members. The presence or absence of the people summoned is recorded in compliance with the law.
Every technical incident related to visioconference is recorded, if it disturbed the meeting.
The minutes are signed by the presiding officer and by one or two members.
Copies and extracts of the minutes are certified by the Chairman, the CEO, the delegated executive
officers, the delegated chairman, and the persons appointed by the members listed above.»
Article 16 – POWERS OF THE EXECUTIVE BOARD
« 1 - Power
The Executive Board defines the orientations of the company activity and looks after their
implementation.
In compliance with the powers given by law to the shareholders assemblies, and in the limit of the
social purpose of the company, the Board deals with any issue regarding the good functioning of the
company.
Every member must receive all the information needed to the achievement of his mission and can
request from the Board Chairman or the Governing Board all the documents he needs.
The Executive Board can decide to create study committees in charge of dealing with the subjects
submitted by the Board.
.
2 – Governance system
The General management of the company is run by the Executive Board Chairman, or by another
person, called the CEO and appointed by the Executive Board.
The conditions of exercise of the Head management are defined by the Executive Board in the meeting
during which the Chairman is appointed. This decision is taken by majority of the present or
represented members.
The shareholders and third parties are informed in compliance with the regulatory conditions.
The conditions of exercise of the Head management can be changed at any time.
Head management
In compliance with the function defined by the Executive Board, the Chairman or CEO is responsible
of the company head management.
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The CEO is appointed by the Executive Board which set the duration of his mandate, his remuneration
and limits his powers.
The CEO must be younger than 65 years old. If the current CEO exceeds this age, he is automatically
considered as outgoing and a new CEO must be appointed.
The CEO can dismissed d by the Executive Board at any moment. The revocation can lead to damage
compensations if it is decided for unfair reasons.
Powers of the CEO
The CEO has the power to take action in the name of the company. His powers are limited by the
social purpose and in compliance with the powers given by law to the General Assemblies and the
Executive Board.
He represents the company in its relationship with third parties. The company is bound by the CEO
actions, even those which are not related to the social purpose, unless it can prove that the third party
was aware that the act was not part of the company social purpose and that he could not ignore it given
the circumstances. The publication of statutes can not be the only proof.
Delegated Executive Officers
After recommendation of the CEO, the Executive Board can appoint one or more natural persons,
members or not, to be delegated Executive Officers and assist the CEO.
The maximum number of Delegated Executive Officers is five.
The Delegated Executive Officer must be younger than 65 years old. If the current delegated
Executive Officer exceeds this age, he is automatically considered as outgoing and a new delegated
Executive Officer must be appointed.
The Executive Board defines the duration and the object of the powers granted to the DEO with the
CEO. The Board also decides of his remuneration.
The DEO has the same powers as the CEO regarding the relationship with third parties.
In case of termination of function or vacancy of the CEO, the DEOs keep their function and
attributions until the appointment of a new CEO, except if the Executive Board disagrees.
The DEOs can be dismissed after request of the CEO at any moment. The revocation can lead to
damage contributions if it due to unfair reasons.»
Article 18 - REMUNERATION OF THE EXECUTIVE BOARD MEMBERS
« The Executive Board members are remunerated with Attendance fees whose amount is set by the
Ordinary General Assembly meetings.
The members of the Executive board can also be given, by the Supervisory board, exceptional
compensations in the cases and in the conditions set by the law.»
Article 19 – REGULATED CONVENTIONS
« 1 – The Executive Board members other than corporate bodies, the CEO and the DEOs are not
allowed to subscribe loans with the company, to have an overdraft on a current account or other within
the company and to ask for the company guarantee above commitments with third parties. This
measure applies also to representatives of corporate bodies members of the Board, and to the relatives
of the persons mentioned above.
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2 – Any direct or indirect convention between the company, its CEO or DEO, one of his Board
members, one of the shareholders with voting rights exceeding 10%, or one of the participating
companies, must be submitted to the agreement of the Executive Board, in compliance with article L
233-3 of the Commercial Code. It is also the case for conventions in which one of the persons
described above is indirectly interested.
The conventions between SQLI and another company are also submitted to the Board agreement, if
the CEO, DEO or one of the Board members is the owner, a partner, Board member or head manager
of this other company.
These conventions must be authorized and approved in compliance with article L 225-40 of the
Commercial Code.
3 – The conventions related to current deals concluded in normal conditions are not submitted to the
authorization and approval given in articles L 225-38 and followings of the Commercial Code.
However these conventions, except when they are not significant for any of the interested parties, must
be communicated to the Executive Board Chairman. The list and object of these conventions are given
by the Chairman to the Board members and the Statutory auditors.»
Measures related to the Executive and Governing Board members
included in the Executive Board rules of procedure
The rules of procedure of the Executive Board voted on 30 June 2008 and updated on 25 March 2009
are exposed below.
« Preamble
The Executive Board of SQLI « the company » decided to establish the following measures, which
represent its rules of procedure « Rules of procedure ».
The Rules of procedure are aimed at:
2)
Identifying the formation, the organization, the role and powers of the Executive Board
towards the General Assembly by completing the existing legal procedures and statutes;
3)
Improving the efficiency of meetings, debates, and being a reference for the periodic
valuation of the Executive Board functioning;
4)
Integrating the management of the Company in the rules guaranteeing the respect of
corporate governance principles.
Every member of the Executive Board is personally responsible of the Rules of Procedure application.
The Executive Board met on 13 November 2008, decided to refer to the AFEP/MEDEF corporate
rules in its consolidated version of December 2008.
The Rules of Procedure are for internal use. They do not replace the company statutes but put them
into application. They can’t be challenged by a third party. Their existence will be presented to the
shareholders in the annual report.
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I.
FORMATION, ORGANIZATION AND FUNCTIONING OF THE EXECUTIVE
BOARD
ARTICLE 1
FORMATION OF THE EXECUTIVE BOARD
The company is run by an Executive Board, made up of three to eighteen members, under conditions
of the applicable rules in case of merger.
The Executive Board can include one or more members elected by the company staff, or by the
subsidiaries staff in compliance with articles L.225-27 and L.225-28 of the Commercial Code and with
paragraph 4 exposed below. These members elected by the employees are not included in the
minimum and maximum amount of members set by the present statutes.
The members are appointed by the Ordinary General Assembly for 6 years.
In case of vacancy for death or resignation of one or more members, the Executive Board can
provisionally appoint new members in order to reach the required number of Board members, up to
the next General Assembly meeting. These appointments must be done within three months following
the vacancy, when the number of members is below the required minimum number, without being
below the legal number. The appointments made by the Board must be confirmed in the next
Extraordinary General Assembly meeting.
The Executive Board members must be chosen according to their skills, their experience and their will
to be involved in the achievement of the company strategy and the works of the Executive Board.
They can be reelected at the end of their mandate.
Every Executive Board member has to be the owner or the beneficiary of a simple loan containing the
transfer of at least one share issued by the company.
The Executive Board members appointed during the social life don’t have to be shareholders at the
moment of their appointment but have to become shareholders within three months or they will be
automatically dismissed.»
The number of members older than 70 years old can not exceed more than one third of all members. If
the age limit is overcome, the oldest member is automatically considered as outgoing at the end of the
Ordinary General Assembly presiding over the same year accounts.
The number of members working within the company can not exceed one third of the Board members,
except in a few cases defined by law, regarding for instance the case of members elected by
shareholders employees.
The Executive Board appoints a secretary, chosen among the members or outside of the Board. The
duration of his mandate and its revocation are decided by the Executive Board.
ARTICLE 2
INDEPENDENT MEMBERS
2.1. Presence of independent members
The Executive Board checks that at least half of the independent members are present within the
Executive Board.
2.2. Definition of an independent member
An independent member does not have any relationship of any kind with the company, the group or
the group management which could alter his judgment.
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An independent member can not:
-
Be, or have been in the past five years, a employee or a managing agent, or an Executive
Officer of the company and the consolidated subsidiaries.
-
Be a managing agent in a company in which the group directly or indirectly holds an
executive mandate or in which one of the group’s employees holds an executive mandate.
-
Be a customer, a supplier, a financing or business banker:
Important for the company or the group,
Or in which the group represents a significant part of the activity
-
Be closely related to a managing agent of the company
-
Have been a company auditor in the past five years
-
Have been a company executive in the past twelve years
The members representing important shareholders within the company can be considered as
independent if they don’t participate in the company management. If they own more than 10% of the
capital or the voting rights, the Board can reconsider their position of independent member, taking into
account a potential conflict of interests.
The Executive Board can decide that a member can not be independent, while respecting the criteria
detailed above, in a specific situation or considering the situation of the company regarding the
shareholders, or for any other reason.
2.3. Appointment of independent members
The role of independent member does not include any judgment. The independent members do not
have any different particularity which could lead them to feel more concerned by the shareholders
interests. The independent member is only an objective member who can not have any conflict of
interest with the company.
Every year, the Executive Board will decide of the appointment of independent members during the
annual meeting of closure of the accounts. The decision will be communicated to the shareholders in
the annual report.
ARTICLE 3
MEETINGS AND DECISIONS OF THE EXECUTIVE BOARD
3.1. Chairman of the Executive Board
The Executive Board elects by simple majority a Chairman within its members, who has to be a
natural person.
The Executive Board decides of the Chairman remuneration and of the duration of his mandate, which
can not exceed the duration of his Board member mandate. The Chairman can be reelected.
The Chairman must be less than 65 years old. If the current chairman exceeds this age, he is
automatically considered as outgoing.
In case of temporary vacancy or death, the Executive Board can provisionally give the function of
chairman to a member.
The Chairman represents the Executive Board. He organizes and runs its missions, which he presents
to the General Assembly. He checks the good functioning of the company organs and the ability of the
members to fulfill their mission.
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3.2. Meetings of the Executive Board
The Executive Board meets as often as needed, when the Chairman requests it, in the headquarters or
in any other place chosen by the Chairman.
If the Executive Board has not met in more than two months, a third of the Board members can ask the
Chairman to call for a meeting.
The CEO can also ask the chairman to call for an Executive Board meeting. If the meeting has not
been called within 20 days, the CEO can call the meeting.
The convening must be called at least 3 days before the meeting date. They must give the agenda of
the meeting. The convening can be verbal and immediate, if the members agree.
The convening must contain all the projects and documents needed to inform the members.
3.3. Deliberations
The Executive Board can make decisions only if at least half of the members are present.
For the calculation of the quorum and the majority, the presence of the Supervisory Board members is
requested who can participate to the meeting by videoconference or telecommunications in
compliance with the legal conditions. The voice of the participants must be transmitted and the
technical tools must allow the continuous retransmission of the debates. Consequently, in compliance
with article R 225-21 of the Commercial Code, the members can participate in the meetings through
visioconference and phone calls.
However the participation to the Executive Board meetings by videoconference or telecommunication
is not accepted for the deals defined by articles L.232-1 et L.233-16, that is for the annual accounts
and Management report drafting as well as for the consolidated accounts and group management
report drafting.
The decisions are taken by majority of present or represented members. A member can represent only
one other member, with a written proof of the delegation.
The vote of the presiding officer is predominant.
3.4. Minutes
The Executive Board decisions are recorded in minutes drafter on a specific quoted register, in
compliance with the regulatory procedures.
The minute of every meeting must include the name of the present, represented, exempted, and absent
members. The presence or absence of the people summoned are recorded in compliance with the law.
Every technical incident related to visioconference is recorded, if it disturbed the meeting.
The minutes are signed by the presiding officer and by one or two members.
Copis and extracts of the minutes are certified by the Chairman, the CEO, the delegated executive
officers, the delegated chairman, and the persons appointed by the members listed above.»
3.5. Attendance register
An attendance register is kept and signed by the members who participate to the meeting. It must
include the name of attending and represented members, according to article L.225-37 of the
Commercial Code, as well as the names of members who attended through videoconference and
telecommunication.
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ARTICLE 4
REMUNERATION OF THE EXECUTIVE BOARD MEMBERS
Assembly.
The Executive Board is free to set the amounts due to every Executive manager. The division can be
unequal.
The Executive Board can decide to allocate a higher part to the following members:
-
The Executive managers members of study committees ,
-
The Executive managers in charge of specific functions,
-
The most diligent Executive managers
law.
II.
ROLE AND POWER OF THE EXECUTIVE BOARD
ARTICLE 5
INFORMATION AND COMMUNICATION TO THE EXECUTIVE BOARD
At any time of the year, the Executive Board makes the assessments and controls considered as
necessary. The Chairman or CEO has to communicate to any member all the documents and
information requested.
The members are informed before the reunion of the Executive Board of the elements needed to study
the items which will be discussed during the meeting.
The CEO has to give to the Executive Board at least four times a year the following information:
-
A report on the company business activity;
-
A report on investments and disinvestments;
-
A table presenting the company and its subsidiaries staff.
The CEO has to to give to the Executive Board at least once a year a chart about the debt and credit
lines situation of the company and its main subsidiaries.
The CEO has to give to the Executive Board at least once a year the following information:
-
A statement of conventions, signed during the previous year, related to articles L 225-38 and
followings of the Commercial Code,
-
A statement of the off-balance commitments contracted by the group.
The data requests on specific subjects are given to the Chairman or the CEO and to the Executive
Board secretary, who has to answer as quickly as possible.
In order to answer their questions, the Executive managers can also meet the company head officers,
even without the CEO, or delegated Executive officers, who have to be formerly informed by the
interested Executive manager.
ARTICLE 6
MISSIONS AND POWERS OF THE EXECUTIVE BOARD
6.1. Missions and powers
The Executive Board defines the orientations of the company activity and looks after their
implementation.
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In compliance with the powers given by law to the shareholders assemblies, and in the limit of the
social purpose of the company, the Board deals with any issue regarding the good functioning of the
company.
Every member must receive all the information needed to the achievement of his mission and can
request from the Board Chairman or the Governing Board all the documents he needs.
The Executive Board can decide to create study committees in charge of dealing with the subjects
submitted by the Board.
6.2. Choice of the governance system
The Executive Board decides of the governance system for the company. The General management of
the company is run by the Executive Board Chairman, or by another person, called the CEO and
appointed by the Executive Board.
The conditions of exercise of the Head management are defined by the Executive Board in the meeting
during which the Chairman is appointed. This decision is taken by majority of the present or
represented members.
The shareholders and third parties are informed in compliance with the regulatory conditions.
The conditions of exercise of the Head management can be changed at any time.
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ARTICLE 7
HEAD MANAGEMENT
7.1. Missions
In compliance with the function defined by the Executive Board, the Chairman or CEO is responsible
of the company head management.
The CEO is appointed by the Executive Board which set the duration of his mandate, his remuneration
and limits his powers.
The CEO must be younger than 65 years old. If the current CEO exceeds this age, he is automatically
considered as outgoing and a new CEO must be appointed.
7.2 Powers
In compliance with article L.225-56 of the Commercial Code, the CEO has the power to take action in
the name of the company. His powers are limited by the social purpose and in compliance with the
powers given by law to the General Assemblies and the Executive Board.
However the Executive Board decides to limit the powers granted to the CEO in the following way:
-
The agreement of the Executive Board is requested for any acquisition of a company whose
turnover is higher than 10% of SQLI consolidated turnover in the previous year;
-
The agreement of the Executive Board is requested for any issue of security.
He represents the company in its relationship with third parties. The company is bound by the CEO
actions, even those which are not related to the social purpose, unless it can prove that the third party
was aware that the act was not part of the company social purpose and that he could not ignore it given
the circumstances. The publication of statutes can not be the only proof.
ARTICLE 8
DELEGATED EXECUTIVE OFFICER
8.1. Appointment
After recommendation of the CEO, the Executive Board can appoint one or more natural persons,
members or not, to be delegated Executive Officers and assist the CEO.
The maximum number of Delegated Executive Officers is five.
The Delegated Executive Officer must be younger than 65 years old. If the current delegated
Executive Officer exceeds this age, he is automatically considered as outgoing and a new delegated
Executive Officer must be appointed.
8.2. Pouvoirs
The Executive Board defines the duration and the object of the powers granted to the DEO with the
CEO. The Board also decides of his remuneration.
The DEO has the same powers as the CEO regarding the relationship with third parties.
However the Executive Board and the CEO have decided to limit the powers granted to the CEO in
the following way:
-
The agreement of the Executive Board is requested for any acquisition of a company.
-
The agreement of the Executive Board is requested for any issue of security.
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-
The agreement of the CEO is requested for any decision committing the company for more
than à 1.000.000 €, except regarding the public market agreements for which the Delegated
Executive Officer can decide without any amount limit.
-
un accord préalable du Directeur Général est requis pour toute décision entrainant pour la
Société un engagement financier supérieur à 1.000.000€, sauf signature de marchés publics
pour lesquels le Directeur Général Délégué pourra engager la Société sans limitation de
montant.
In case of termination of function or vacancy of the CEO, the DEOs keep their function and
attributions until the appointment of a new CEO.
III.
ETHICS OF THE EXECUTIVE BOARD MEMBERS
ARTICLE 9
PRINCIPLES
All the Board members must be allowed to exercise their mandates in the respect of independence,
ethics and integrity rules.
The respect of corporate rules implies the exercise of the missions good-faith and in the best interest of
the company, with the care expected from any person having such a mission.
The Board members must be careful to keep their freedom of analysis, judgment, decision and action
and to resist to any direct or indirect pressure.
ARTICLE 10
INFORMATION OF MEMBERS
The Board members must, before accepting their mission, read the legal and regulatory texts related to
their function and the internal regulations resulting from the company statutes and rules of procedures.
ARTICLE 11 DEFENSE OF SOCIAL INTEREST – ABSENCE OF CONFLICT OF INTEREST
Every Board member must always act in the social interest of the company.
Every Board member must check that the company decisions do not favor some shareholders above
others.
Every Board member related to a conflict of interest in which he’s involved will have to inform the
Executive Board. In this case, the interested board member could be forced to renounce to the
decisions made on the related subjects.
ARTICLE 12 STATEMENT OF THE MANAGING AGENTS REGARDING THEIR PERSONAL
SITUATION
The Executive officers, the CEO and the Delegated Executive Officer must regularly inform the
company of the evolution of their personal situation, especially if one of the following events happen:
Existence of any family ties with an Executive officer, the CEO or the DEO;
Membership of an Executive Board or Supervisory Board of another company, in the last five years;
Conviction for fraud during the last five years;
Involvement in recovery, sequestration, or liquidation during the last five years;
Incrimination and/or official public penalty given by a regulatory or statutory authority;
Withdrawal by a court of the ability to act as a member of an Executive, Governing or Supervisory
Board and toe ability to participate in the management of an issuer during the last five years
ARTICLE 13 CONTROL AND EVALUATION OF THE EXECUTIVE BOARD FUNCTIONING
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The Board members control the division of powers and responsibilities within the company organs.
They control that nobody can exercise on the company an uncontrolled discretionary power.
The Executive Board must discuss its own functioning and evaluation before the assembly meeting
presiding over the year accounts. In this context, the Executive Board:
assesses its functioning procedures;
values the quality of the efficiency of the debates within the Board meetings;
controls that all the main issues are prepared and discussed and controls that the members obtained
every information needed;
values the role of the Executive Board in its missions;
analyses the possible reasons of disfunction noticed by the President and/or the members;
The Chairman gives to the shareholders the report on the preparation and organization conditions of
the Board works in compliance with the rules and procedures. These results will have to be included in
the company management report.
A meeting can be organized with the members of the Board without the participation of the head
managers in order to discuss their performance.
ARTICLE 14
PRESENCE OF THE EXECUTIVE BOARD MEMBERS
The Executive Board members must to their best to participate in all the Board meeting, according to a
schedule decided in advance which will be communicated, and to be available for the extraordinary
meetings.
The attendance of the Executive Board members to General Assembly meetings is recommanded.
The Executive Board holds a register including the number and the agenda of the meetings held during
the past year. This information must be given in the Chairman’s report on the Board functioning.
ARTICLE 15
TRANSACTION OF THE COMPANY SECURITIES
In compliance with articles L.621-18-2 of the monetary and financial Code, articles 223-22 to 223-26
of the Financial Market Authority rules and instruction n°2006-05 of 3 February 2006 regarding the
transactions made by the managers and the people named in article L.621-18-2 of the Monetary and
financial Code on the company securities, the managers, and the related persons (except portfolio
managers operating for a third party, corporate bodies being managing agent within the group or for a
third party), have to declare any acquisition, transfer, subscription or securities exchange when the
amount of these deals made during the year exceeds five thousand (5.000) euro.
These persons are on a list regularly updated and communicated to the Financial market authority and
to the interested persons. They have to stop any transaction when they come to know about a
preferential information.
In application of article L.225-109 of the Commercial Code, the various managing agents of the
quoted companies, among which the Board members, have to put the shares they hold in the company
in a nominative form.
The Board members must personally inform the company of the number of securities they hold on 31
December of every year.
Each of the persons cited above has to give a statement, along with a contract note, to the Financial
Market Authority within five days following the conclusion of the transaction according to the model
specified by instruction n° 2006-05. A copy of this statement must be given to the company.
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The Financial Market Authority publishes these statements on his internet website. These statements
must also be included in the management report presented during the General Assembly meeting.
ARTICLE 16
CONFIDENTIALITY
A general obligation of confidentiality and reserve is imposed to all the board members and to every
person participating in the meetings. This obligation applies to all the information given by the
company, before or during the Executive Board meetings, regarding the reports and documents given
during the meetings or to give supplementary information.
The « privilege information » is defined as a precise piece of information which has not been made
public, and which is directly or indirectly related to one or more issuers or one or more financial
instruments, and which could have a significant influence on these securities stock market price (art.
L. 621-1 of AMF general rules). The « significant » nature has not been legally defined but any
information which can have an influence on quoted prices must not be communicated except during
the functions and missions exercised within the company.
Article L. 621-1 of AMF general rules give the criteria which define the « precise » nature of the
information: « a piece of information is considered as precise if it mentions circumstances or events
that happened or are likely to happen, and which can have an impact on the market value of financial
instruments. »
The stock market rules regard only the information and projects which could influence the
« investment decisions » of a « reasonable investor » for the company securities, in order to sell,
purchase or keep securities and have an impact on the market value of these securities.
The persons having access to privilege information must abstain from:
-
acquiring (purchasing, subscribing or exchanging), selling or trying to sell or purchase,
securities related to this information;
-
communicating this information to third parties apart from their function within the company;
-
Advising to third parties to sell or purchase these securities (art. 622-l RG AMF). »
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21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS TIED TO THE COMPANY’S SHARES
The articles below, related to the rights, privileges and restrictions for each category of shares, are
extracted from the company statutes updated on 07 December 2009.
Article 10 – FORM OF SHARES – IDENTIFICATION OF SHAREHOLDERS
« 1. The shares can be nominal or bearer, according to the shareholder’s choice, in compliance with
the legal statutes related to the form of shares held by some people. They must be recorded in the
accounts according to the conditions and procedures given by the law.
The ownership of nominal shares depends on their recording in the nominative account. The
ownership of bearer shares depends on their recording by an authorized financial intermediate.
2. The company has the right, in compliance with the legal rules and regulations, at any moment and
in exchange of a compensation whose amount is set by the Ministry of Economics, to ask the
institutions in charge of the securities compensation the name or for a corporate body the corporate
name, the nationality, the birth date and the constitution date and the mailing address of the securities
holders who have voting rights in the company assemblies along with the number of securities held by
each of them and the restrictions on the securities.»
Article 11 – INDIVISIBILITY OF SHARES
« As regards the Company, shares are indivisible. Shares that are co-owned are represented at
Shareholder’s meetings by one of the owners or by a mutually agreed proxy. Failing agreement
between them on the choice of a proxy, a proxy is designated by the order of the Chairman of the
Commercial Court ruling in summary procedure at the request of the most diligent co-owner.
The voting right that is tied to the share belongs to the usufructuary in the Ordinary General meetings
and to the bare owner in the Extraordinary General meetings. However, shareholders can agree
amongst themselves on any other sharing out of the use of votes in General meetings. In this case they
will have to let the Company know about what they have agreed by a registered letter sent to the
Company’s headquarters. The Company is under the obligation to respect this agreement for all
General meetings that meet following a timeframe of one month pursuant to the sending off of the
registered letter; the post mark on the letter will act as the proof of the sending date. Each of the coowner of indivisible shares, the usufructary and the bare owner of shares also have the right to consult
the social reports.”
Article 12 – SALE AND TRANSFER OF SHARES
« 1. The shares registered in the account are transmitted through bank transfer.
2. Apart from respecting the applicable legal and regulatory obligations concerning the crossing of
thresholds, every corporate body or natural person, acting alone or in concert, who has come to own,
directly or indirectly, by the means of one or several corporate bodies, controlled according to the
meaning of article L. 233-3 of the French Commercial Law, a number of shares or voting rights
representing five percent of the capital or of the voting rights in the Company or any multiple of this
same percentage, and this even if this multiple exceeds the legal threshold of five percent, must notify
the Company the total number of shares or rights s/he/it owns, by the means of a registered letter with
a acknowledgement of receipt sent to the Company’s headquarters within fifteen days as from the
crossing one of these thresholds.
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This obligation to inform the Company applies, in conformance with the same aforementioned
conditions, every time that the fraction of the capital or held voting rights falls below one of the
thresholds mentioned in the preceding paragraph.
If any of these provisions are not respected, the shares or the voting rights that exceed the threshold
will be deprived of their voting rights for all General meetings which will take place over the
following two year period counting from the moment that the notification has been regularised, as long
as the request to deprive these rights is made by one or several shareholders holding individually, or in
concert, at least five percent (5%) of the Company’s capital or voting rights. This request is registered
in the minutes of the Shareholder’s meeting. »
Article 13 – RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
1. Every share entitle, in the profits and the corporate capital, to a proportional share in the capital
quota which it represents and gives right to vote and, to the representation in the General meetings,
within the legal conditions set by the law and the article of incorporation.
Any shareholder is entitled to be informed about the running of the Company and to get
communication of some corporate documents in the times and in conditions planned by the law and
the articles of incorporation.
2. The shareholders bear the debts only in competition of their contributions.
Subject to the legal and regulatory capacities, no majority can impose them an increase in their
commitments. The rights and the obligations tied to the share follow the security everywhere it goes.
The possession of a share consists by right of memberships to the decisions of the General meeting
and to the present articles of incorporation. The transfer includes all the due and not paid dividends
and dividends to be fallen due, thus possibly that the share in the reserve funds, except opposing
measures notified to the Company.
The heirs, the creditors, the eligible persons or other representatives of a shareholder cannot, on no
account whatever it is, demand the installation of seals on the assets and on corporate documents, ask
for the division or sale by auction of these assets, nor interfere in the management of the Company. To
exercise their rights, they have to, rely on the corporate inventories and on the decisions of the General
Meeting.
3. Every time it is necessary to own some number of shares to exercise some right, in case of
exchange, of bulking, of allocation of securities, or during capital increase or reduction, during a
fusion or during any other operation, the shareholders who own a number of shares lower than the
required one, can exercise these rights only if they personally commit themselves to obtain the
required number of shares.
21.2.4 PROCEDURES NEEDED TO ALTER THE SHAREHOLDERS RIGHTS
The articles below, related to the procedures needed to alter the shareholders rights are extracted from
the company statutes, updated on 07 December 2009.
Article 21 - NATURE OF ASSEMBLIES
« The decisions of the shareholders are made during the General Assembly meetings.
The Ordinary General Assemblies make all the decisions which do not modify the company statutes.
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The Extraordinary General Assemblies make the decisions and give the authorizations related to the
statutes.
The Special Assemblies consist in a meeting between the shareholders of a particular category in order
to make decisions for this category members rights.
All the shareholders, even the absent, dissident and incapable ones must respect the deliberations of
the General Assemblies. »
Article 23 - AGENDA
« 1. The General meeting agenda is drawn up by the author of the convocation.
2. One or several shareholders, who together hold the required quota of capital and acting in
accordance with the timeframe and conditions set out in the law, can request, by registered letter with
acknowledgement of receipt, the inclusion in the agenda for the General meeting of resolution
projects.
3. The General meeting cannot deliberate on a question that has not been entered in the agenda, which
cannot be modified by a second convening. The Meeting can however, in every circumstance, revoke
one or several members of the Supervisory Board and carry out their replacement.”
Article 25 - MEETING - OFFICE - MINUTES
« 1. An attendance register is kept at every Shareholder Meeting in accordance with the legislation.
2. General Meetings are chaired by the Chairman of the Supervisory Board or in her/his absence by a
member of the Supervisory Board who has been specially assigned this task by the Supervisory Board.
If the Meeting has been convened by the Statutory Auditors or by a legal proxy, the Shareholders’
Meeting is chaired by the author of the convocation.
Failing that, the General Meeting elects a chairman.
The two shareholders, present and willing, representing themselves and by proxy the biggest amount
of votes, carry out the function of tellers. The holders of this office then appoint a secretary who
cannot be a shareholder.
The members of this office have the task of checking, certifying and signing the attendance register,
upholding the orderliness of the debates, sorting out any ensuing incidents, overseeing the voting and
ensuring its correctness and making sure that the minutes of the meeting have been drawn up.
3. The General Meetings deliberations are written in minutes signed by the meeting members and
registered in a special register in compliance with legal standards. Copies and Extracts of these
minutes can be certified in compliance with legal standards.”
Article 26 - QUORUM - VOTE
« 1. The quorum is calculated using all of the shares that make up the capital, except in Special
Shareholders’ Meetings where it is calculated using all of the shares of the particular share category
concerned, all of these are calculated less those shares which hold no voting rights according to the
dispositions laid out in the law.
In the case of postal voting, only those votes which are duly completed and received by the Company
at least three days before the date of the general Meeting will be taken into account in the calculation
of the quorum.
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2. The voting rights attached to shares in the Company’s capital or interest are proportional to the
proportion of capital that they represent. Each share entitles one vote.
3. As an exception to what has just been stated, a voting right double the one granted to the other
shares, conferred with respect to the proportion of capital represented, is attributed as follows:
- to all shares that are entirely paid up and for which can be proven a nominative
registration for at least three (3) years in the name of the same shareholder;
- to all registered shares allocated to a shareholder, in the case of a capital increase by
incorporations of reserves, profits or share premium, at the rate of old shares for which
s(he) benefits from this right.
The double voting right comes to an end for each share that has been the object of conversion to bearer
or the subject of a transfer. However, any transfer resulting of inheritance or family donation does not
end the three years period and the acquired rights.
The merger or dissolution of the company does not have any effect on double voting rights which can
be exercised within the absorbing company if its statutes allow it.
4. Voting takes place by a show of hands, or by a nominal call or by a secret ballot according to the
decision of the office of the general Meeting or by the shareholders. Shareholders can also make use
of postal voting.”
Article 27 – ORDINARY GENERAL ASSEMBLY
« The Ordinary General Meeting can take all decisions that go beyond the powers of the Board of
Directors and which do not include the changing of the Company’s articles of incorporation. The
Ordinary General Meeting meets at least once a year within six months of the close of the financial
year in order to rule on the financial statements of that year unless that period is prolonged by a legal
ruling.
The Meeting can only act legally when it is first convened if the number of shareholders present or
represented, or having sent postal votes, adds up to a quarter of those shares holding the right to vote.
No quorum is required if the Meeting is convened for a second time.
The Meeting can rule with the majority of the votes of the shareholders present, represented or having
voted by post.»
Article 28 – EXTRORDINARY GENERAL MEETING
« The Extraordinary General Meeting can alter any of the Company’s articles of incorporation and
decide upon the transformation of the Company in another form of company, civil or commercial.
This Meeting cannot, however, increases the commitments of the shareholders, subject to the
operations that result from regular stock consolidation.
The Extraordinary General meeting can only legally make decisions if the number of shareholders
present or represented, or having voted by post adds up to, on the first convening of the Meeting, the
third, and on the second convening of the Meeting, the quarter of shares which have voting rights. If
this quorum is not reached, the second Meeting can be adjourned to a later date that must take place
within the two months following the second convocation.
The Extraordinary General Meeting rules with the majority of the two-thirds of the votes that have the
shareholders present, represented or having voted by post, unless there have been legal infringements
with those votes.
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In the Extraordinary General meetings with a constitutive form, i.e. those called to deliberate on the
approval of a contribution in kind or on the granting of a particular benefit, the contributor or the
recipient is not entitled to vote either for himself or as a proxy.»
Article 29 – SPECIAL GENERAL ASSEMBLY
« If there are several classes of shares, no modification can be made to the rights of the shares of those
classes, without a vote in conformance with an Extraordinary General meeting that is open to all
shareholders and, additionally, without a vote in conformance with a Special General Meeting just for
those shareholders of the particular class of shares concerned.
Special General Meetings can only make valid decisions if the number of shareholders present or
represented adds up to at least, on the first convocation of the Meeting, the half, and on the second
convocation of the Meeting, the quarter of the outstanding shares of the concerned share class.
As for the rest, Special General Meetings are convened and deliberate according to the same
conditions as Extraordinary General meetings, subject to the particular provisions applicable to the
meetings of holders of preferred dividend stock that do not have voting rights.»
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21.2.5 CONVENING, ACCESS AND HOLDING OF THE GENERAL ASSEMBLY MEETINGS
The articles below, related to the convening, access and holding of the General Assembly meetings are
extracted from the company statutes, updated on 07 December 2009.
Article 22 – CALL AND MEETING OF GENERAL ASSEMBLIES
« The general meetings are convened by the Executive Board or, failing that, by one or several
Auditors. They can be also convened by a representative appointed by the President of the
Commercial court ruling in summary procedure, either at the request of one or several shareholders
gathering at least 10% of the capital. The general meetings can also be convened by the Supervisory
Board, which is can freely exercise this power whenever it requires it, without having to ask the
Executive Board to summon the meeting.
During a time of liquidation, the general meetings are convened by the liquidators.
General meetings are held at the Company's headquarters or at any other place indicated in the notice.
A notice concerning the meeting containing the information required under Article R 225-73 of the
Commercial Code is published in the Bulletin of mandatory legal announcements at least thirty five (
35 ) days before the date of the general meeting.
The convening is made at least fifteen (15) days before the date of the general meeting by a notice
published in the legal announcements newspaper of the department in which the Company has its
headquarters and, by a notice published in the Bulletin of mandatory legal announcements and by an
ordinary letter sent to every shareholder who hold registered Company shares. (…) If they request it,
the shareholders holding registered Company shares can be summoned by registered letter with a
form of acknowledgement of receipt.
When a General meeting can’t deliberate because the required quorum is not complete; the second
General meeting or the second adjourned General meeting if need be, are convened in the same
conditions than the former with a similar notice and a similar agenda. »
Article 24 - ACCESS TO ASSEMBLIES - POWERS
« 1. Any shareholder is allowed to participate in General Meetings and in the deliberations either
personally or by proxy, regardless the amount of shares (s)he holds, upon proof of identity as soon as
her/his shares are fully paid up and registered in her/his name at least three days before the date of the
Meeting, at the zero hour, Paris time, either in the securities accounts held by the company, or in the
securities accounts held by the middleman in charge.
2. Every shareholder is allowed to vote by using a postal vote by means of a form that s/he can obtain
according to the conditions laid out in the notices of meeting and convening for the General meeting.
3. A shareholder can only be represented by his/her spouse or by another shareholder given proxy
rights.»
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21.2.6 CONDITIONS THAT CAN DELAY, POSTPONE OR PREVENT A CHANGE OF CONTROL
The company statutes do not include any procedure allowing to delay, postpone or prevent a change of
control.
21.2.7 CALCULATION OF THE MINIMUM ATTENDANCE FOR COMPULSORY ANNOUNCED
PARTICIPATION
The articles below, related to the attendance threshold above which any participation must be declared
are extracted from the company statutes, updated on 07 December 2009. The summary of crossing of
threshold statements made in the last three years is available in paragraph 18.1.2 « Statements on
crossing of threshold during the last three years ».
Article 12 – SALE AND TRANSFER OF SHARES
« 1. The shares registered in the account are transmitted through bank transfer.
2. Apart from respecting the applicable legal and regulatory obligations concerning the crossing of
thresholds, every corporate body or natural person, acting alone or in concert, who has come to own,
directly or indirectly, by the means of one or several corporate bodies, controlled according to the
meaning of article L. 233-3 of the French Commercial Law, a number of shares or voting rights
representing five percent of the capital or of the voting rights in the Company or any multiple of this
same percentage, and this even if this multiple exceeds the legal threshold of five percent, must notify
the Company the total number of shares or rights s/he/it owns, by the means of a registered letter with
a acknowledgement of receipt sent to the Company’s headquarters within fifteen days as from the
crossing one of these thresholds.
This obligation to inform the Company applies, in conformance with the same aforementioned
conditions, every time that the fraction of the capital or held voting rights falls below one of the
thresholds mentioned in the preceding paragraph.
If any of these provisions are not respected, the shares or the voting rights that exceed the threshold
will be deprived of their voting rights for all General meetings which will take place over the
following two year period counting from the moment that the notification has been regularised, as long
as the request to deprive these rights is made by one or several shareholders holding individually, or in
concert, at least five percent (5%) of the Company’s capital or voting rights. This request is registered
in the minutes of the Shareholder’s meeting. »
21.2.8 CONDITIONS DEFINING CHANGES IN CAPITAL
The articles below, related to the conditions defining the changes in capital are extracted from the
company statutes, updated on 07 December 2009.
Article 7 – INCREASE OF THE SHARE CAPITAL
«The share capital is increased by any means and according to any terms set by the Law.
The Extraordinary General Meeting, on Executive board’s report, is the only competent to decide the
increase in capital. Its powers and its competence can be delegated to the Executive Board, according
to the conditions fixed by the law.
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The shareholders have, proportionally to their amount of shares, a pre-emptive subscription right to
share issued for cash issued in order to make a capital increase. The shareholders can give up individually
their pre-emptive rights.
The right to the allocation of new shares to shareholders, following the incorporation of reserves, profits or
share premiums to the capital, belongs to the bare owner, subject to the usufructuary rights.
Article 8 – PAYMENT OF THE SHARES
« The shares subscribed in cash must be paid-in for at least 25% of their nominal value at the
subscription date, and for 100% of the issue premium.
The payment of the surplus must be made in one or more time after decision of the Executive Board
within the five years following the capital increase date.
The calls for funds are sent to the share allottees by registered letter with advice of delivery sent at
least 15 days before the date set for every payment. The payments must be done at the headquarters or
in any other place chosen.
Any delay in the payment of the unissued shares leads by rights and automatically to the payment of a
interest of legal rate, from the maturity date and without prejudice of the actions exercised by the
company against the no show shareholder and of the measures taken by law. »
Article 9 - REDUCTION – AMORTIZATION OF SHARE CAPITAL
« The reduction of capital is authorized or decided by the Extraordinary General meeting which can
delegate to the Executive board any powers to carry it out. On no account, the Meeting can undermine
the equality of the shareholders.
The reduction of the share capital to an amount lower than the legal minimum can be decided only
under the condition precedent of a capital increase, intended to bring this one to an amount at the least
equal to this minimum amount, except transformation of the Company in a company of another form.
In these capacities are not respected, any interested person can make a legal claim to ask for the
dissolution of the Company.
However, the court cannot pronounce the dissolution, if when it pronounces judgment on the merits, the
regularization took place. The capital can be depreciated according to the capacities of the law. »
Article 33 – ALLOCATION AND DISTRIBUTION OF EARNINGS
« Out of the year earnings, less the previous losses, are first deducted the amounts put into the reserve,
pursuant to law. 5% of the profit is kept for the legal reserve. This deduction is not compulsory
anymore when the reserve amounts to 10% of the share capital, and becomes compulsory again if the
reserve amount decreases to reach less than 10%.
The net earnings consist in the year earnings less the previous losses and the amounts allocated to the
reserve pursuant to the law and the company statutes, and more the beneficiary report.
Out of these earnings, the General Assembly deduces the amounts allocated to other reserve funds,
ordinary or extraordinary.
The balance is divided between all the shares proportionally to their paid-in and non depreciated
amount.
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However, except in case of capital decrease, no distribution is made when the own equity is or
becomes lower than the amount of capital and reserves that the law and statutes prevent from
distributing.
The General Assembly can decide to distribute the amounts deducted of the reserves, either to
complete a dividend or as an extraordinary distribution. The decisions must indicate the reserve items
which will be deducted. The dividends are distributed by priority on the year net earnings.
The losses, if there are, are recorded in a special account in order to be allocated to the previous years
earnings before extinction.»
Article 35 - CAPITAUX PROPRES INFERIEURS A LA MOITIE DU CAPITAL SOCIAL
« If, following the recording of losses within the accounting reports, the company own equity
decreases to reach less than half of the share capital, the Executive Board has to call a General
Assembly meeting within four month after the publication of the accounts recording the loss, in order
to decide if the company must be early dissolved.
If the dissolution is not made, the capital must be, in compliance with the legal procedures and before
the deadline set by the law, reduced by an amount corresponding to the losses which could not be
allocated to the reserves, if in the meantime, the own equity has not been rebuilt to reach at least half
of the share capital.
In any case, the General Assembly decision must be subject to advertising procedures as required by
the applicable regulations.
In case of non-respect of these procedures, or if the shareholders could not legally discuss the decision,
any interested person can legally ask the dissolution of the company.
However the Court can not decide to dissolve the company if the regularization has been made before
the judgment date.»
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CHAPTER 22
MAJOR CONTRACTS
The group strategy and its new positioning aim at increasing the size of projects and the added value
by favoring the Council and Integration services which offer a quick return on investment to the
customers. The group can now answer to big-scale tender offers which helped to increase the average
amount invoiced for a contract.
In 2007, SQLI didn’t conclude any major contract outside of the contracts concluded for usual
business.
As presented in 2008 Reference document, submitted to the FMA on 10 July 2009 under number
D.09-0575 , SQLI won in 2008, alone or with others, three major contracts for a total amount of
55 M€, 28 M€ of it being handled by SQLI. These contracts were concluded within the usual business
operations of the Group. SQLI, and in particular the Executive and Financial management department
and the legal department, analyzed these three contracts and declared that they do not represent any
legal, commercial, financial or risk.
The group did not conclude any other major contract other than the normal contract signed for the
group activity and those exposed before, during the last two years ending with the publication of the
present document.
CHAPITRE 22
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CHAPTER 23
INFORMATION COMING FROM OUTSIDERS, EXPERT
STATEMENTS OR INTEREST STATEMENTS
The group management did not record any information coming from outsiders, experts statements, or
declarations of interest that should be mentioned in the present reference document.
CHAPITRE 23
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CHAPTER 24
DOCUMENTS OPEN TO PUBLIC INSPECTION
During the period of validity of the present report, the documents listed below can be consulted in
SQLI headquarters:
The constitutive act and the statutes of SQLI;
All the reports, mailing and other documents, historical financial information, evaluations and
statements made by experts on request of SQLI, part of which is included or quoted in the present
reference document;
Historical financial information for SQLI and its subsidiaries for the two years ending with the
publication of the present document.
The quotation of SQLI securities is published in many general, economic and financial newspapers, in
which the company publishes its press releases when needed.
The information related to the company is distributed by HUGIN network via Euronext.
The publication in the French BALO and the Financial Market Authority is made in compliance with
the regulations in force (Decree n° 2008-258 of 13 March 2008 related to the publication of the
regulated financial information and the general rules of the FMA).
All the press releases can be found on the company internet website: www.sqli.com.
Along with all these regular information canals, the company tries to communicate any major new
deal or evolution of its activity and policy.
Person in charge of the financial information:
Nicolas Rebours – Administrative and Financial manager
Tél: 01 55 93 26 00
Fax: 01 55 93 26 01
24.1 FINANCIAL SCHEDULE
Table 73. Financial schedule for 2010
Date Information 17 février 2010 Chiffre d’affaires du 4ème trimestre 2009 01 avril 2010 Résultats annuels 2009 14 mai 2010 Chiffre d’affaires du 1er trimestre 2010 13 août 2010 Chiffre d’affaires du 2ème trimestre 2010 30 septembre 2010 Chiffre d’affaires du 1er semestre 2010 12 novembre 2010 Chiffre d’affaires du 3ème trimestre 2010 CHAPITRE 24
259 / 270
24.2 PUBLICATION OF THE PAST YEAR
List of the information published or made public during the past year, in application of article L. 4511-1 of the Monetary and Financial Code and of article 221-1-1 of the General rules of the FMA.
Publication to the FMA
The information is available on the FMA website: www.amf-france.org.
Table 74. Publication to the FMA in the past year
Date Referenc
e Category Publication 10/07/2009 D.09‐0575 Reference document 2008 reference document Publication to the French BALO
These publications are available on the « Bulletins des Annonces Légales Obligatoires (BALO) »
website: http://www.journal-officiel.gouv.fr/balo/.
Table 75. Publication to the BALO in the past year
Date Referenc
e Category Publication 10/05/2010 10001991
Convening Shareholders and bearers assembly 22/07/2009 0905942 Period publication Annual accounts 08/05/2009 0902812 Convening Shareholders and bearers assembly CHAPITRE 24
260 / 270
Publication to Euronext (Hugin)
These publications are available on Euronext website: http://www.euronext.com.
Table 76. Publication to HUGIN network and Euronext in the past year
Date Category Publication 12/05/2010 Press release company 22/04/2010 Press release company Access to 2009 financial annual report 01/04/2010
Press release company 2009 result: recovery started in the second half 17/02/2010 Press release company 2009 turnover: 154,7 M€ 03/02/2010 Press release company SQLI co‐organiser of Identito‐Vigilance first national day 28/01/2010 Press release company Information related to the total amount of voting rights and shares 17/12/2009 Press release company Handicapzero.org is heard ! 15/12/2009 Press release company The new www.ter‐sncf.com is online
15/12/2009 Press release company Info.DB banks on SQLI CDSi offer 12/11/2009 Press release company Turnover in September 2009: 113,4 M€ 30/09/2009 Press release company 2009 semester results 13/08/2009 Press release company Turnover 2009 first semester: 76,8 M€ 12/08/2009 Press release company Information related to the total amount of voting rights and shares 16/07/2009 Press release company Publication of 2008 Reference document 19/06/2009 Press release company Takeover of Aston Education 03/06/2009 Press release company Information related to the total amount of voting rights and shares 03/06/2009 Press release company Conditions of access for documents preparing the MGM 14/05/2009 Press release company Turnover 2009 first semester: 38,9 M€ 30/04/2009 Press release company Access to 2008 financial annual report 01/04/2009 Press release company 2008: a strategy validated by huge financial successes 09/12/2009 Notice PAR_20091209_05948_EUR – Increase of circulating shares 21/08/2009 Notice PAR_20090821_04218_EUR – Increase of circulating shares 10/08/2009 Notice PAR_20090810_04071_EUR – Increase of circulating shares 20/07/2009 Notice PAR_20090720_03716_EUR – Increase of circulating shares CHAPITRE 24
Turnover 2010 first semester: 41,3 MEUR / Back to growth
261 / 270
Documents given to the Commercial Court of Bobigny
At the date of presentation of this reference document, the publications of the last 12 months available
on: http://www.infogreffe.com are the following:
Date Publication 07/12/2009 Minutes Capital increase – Deposit number 3282 of 17/02/2010 07/12/2009 Updated statutes Deposit number 3282 of 17/02/2010 24/09/2009 Extract of minutes Nomination of a DEO – Deposit number 3278 of 17/02/2010 06/07/2009 General Meeting minutes Capital increase – Deposit number 13443 of 20/07/2009 06/07/2009 Updated statutes Deposit number 13443 of 20/07/2009 16/06/2009 Combined General Meeting minutes Capital increase – Deposit number 13443 of 20/07/2009 16/06/2009 Executive Board minutes Capital increase – Deposit number 13443 of 20/07/2009 16/06/2009 Incorporation statutes Deposit number 13443 of 20/07/2009 01/04/2009 Minutes Capital increase – Deposit number 12431 of 06/07/2009 CHAPITRE 24
Category 262 / 270
CHAPTER 25
INFORMATIONS ON PARTICIPATIONS
The consolidated perimeter is detailed in Chapter 7 « Organization chart » of the present document.
The company does not hold any minor or major participation other than the ones exposed above on 31
December 2009.
CHAPITRE 25
263 / 270
ANNEXE 1. INDEX OF TABLES, GRAPHS AND OTHER FIGURES OF THE
REFERENCE DOCUMENT
Table 1.
Chart presenting the statutory auditors fee ....................................................................... 12 Table 2. Table of key figures extracted from SQLI consolidated financial statements ................... 14 Table 3. SQLI – Evolution of the average month price trend in 2009 vs. 2008 .............................. 16 Table 4. Evolution of SQLI trends compared with SBF 250 trends en 2009................................... 16 Table 5. Staff turnover rate per age group ...................................................................................... 19 Table 6. SQLI net financial debt in the last two years .................................................................... 22 Table 7. Ratios related to the 17,2 M€ loan covenants ................................................................... 23 Table 8. Variation of operating WCR.............................................................................................. 24 Table 9. 2009
Conditions of derivatives related to the current rate risk management at 31 December
........................................................................................................................................... 25 Table 10. SQLI exposure to the risk rate at 31 December 2009 ....................................................... 26 Table 11. Analysis of the interest rate variation effect ...................................................................... 26 Table 12. Exchange risk – Net position after management ............................................................... 27 Table 13. Computation of loss risk on net position in currency assets ............................................. 27 Table 14. Remaining commitments related to contract obligations ................................................. 28 Table 15. Table of main insurance policies in 2009 (France) .......................................................... 30 Table 16. Cash flow and consolidatedinvestment ............................................................................. 36 Table 17. SQLI Agency offer ............................................................................................................. 40 Table 18. Growth of software and IT services per sub-market between 2007 and 2009 ................. 52 Table 19. Market distribution in 2009(40,5 milliards d’euros) per actor ......................................... 53 Table 20. Distribution of the market in 2008 (42 milliards d’euros) according to customer markets ..
........................................................................................................................................... 54 Table 21. Anticipated growth of Consulting and Computer services sub-segments in 2010 (source:
Syntec)
........................................................................................................................................... 54 Table 22. SQLI holdings at 31 December 2009 ................................................................................ 59 Table 23. SQLI legal chart at 31 December 2009 ............................................................................. 61 Table 24. Contribution of the group main subsidiaries..................................................................... 62 Table 25. SQLI agencies.................................................................................................................... 63 Table 26. Main existing leases at 31 December 2009 ....................................................................... 64 Table 27. SQLI consolidated annual result account at 31 December 2009 ..................................... 65 Table 28. SQLIconsolidated net financial result at 31 December 2009............................................ 66 Table 29. Evolution of turnover per activity...................................................................................... 67 Table 30. Evolution of staff and staff costs........................................................................................ 68 ANNEXE 1
265 / 270
Table 31. Evolution of external costs ................................................................................................ 69 Table 32. Variation of shareholders’ equity in the last three years .................................................. 72 Table 33. SQLI consolidated cash flow ............................................................................................. 73 Table 34. Consolidated operational cash flow .................................................................................. 74 Table 35. Consolidated investment cash flow ................................................................................... 75 Table 36. Consolidated financing cash flow ..................................................................................... 75 Table 37. Gross financial debt per deadline ..................................................................................... 77 Table 38. SQLI net financial debt during the last two years ............................................................. 77 Table 39. Bank ratios related to the 17,2 M€ loan covenants ........................................................... 78 Table 40. Mandates and functions of the Executive Board members in 2009 ................................... 84 Table 41. Mandates and functions of the Governing Board members in 2009 ................................. 86 Table 42. Remuneration, options and shares allocated to every Head manager .............................. 90 Table 43. Tableau récapitulatif des rémunérations de chaque dirigeant mandataire social ............ 91 Table 44. Attendance fee and other compensations of managing agent –Head managers excluded)93 Table 45. Allocation of attendance fee for 2007 and the first half 2008 ........................................... 94 Table 46. Attendance fee and other compensation of managing agent (Head managers excluded) 95 Table 47. Complementary elements .................................................................................................. 96 Table 48. Executive Board members at 31 December 2009............................................................ 100 Table 49. Variation of SQLI staff in the last three years: .............................................................. 122 Table 50. Shares of Executive officers and head managers ............................................................ 122 Table 51. Allocation of free shares to executive officers and managers ......................................... 124 Table 52. First 10 employees who benefited from the provional allocation of free shares in 2009 126 Table 53. Free shares allocation plans (to employees) ................................................................... 127 Table 54. First 10 employees who benefited from the allocation of free shares in 2009 ................ 128 Table 55. Stock purchase warrants allocated at 31 December 2009 .............................................. 130 Table 56. Main shareholders of SQLI at 31 December 2009 ......................................................... 133 Table 57. Main Shareholders of SQLI at 31 December 2008 ......................................................... 134 Table 58. Main shareholders of SQLI at 31 December 2007 .......................................................... 135 Table 59. Statement of threshold crossings of SQLI capital during the last three years ................ 136 Table 60. Annual social financial statements SQLI – Balance sheet .............................................. 144 Table 61. SQLI social annual financial statements – Social accounts ............................................ 145 Table 62. SQLI social annual financial statements – Financing chart ........................................... 146 Table 63. SQLI results over the last five years (in euro) ................................................................. 174 Table 64. Variation of self-owned shares ........................................................................................ 216 ANNEXE 1
266 / 270
Table 65. Animation of the market or liquidity of SQLI share as part of a liquidity contract with an
investment services firm ...................................................................................................................... 217 Table 66. Holding and use of SQLI shares to pay for external growth operations ......................... 218 Table 67. Allocation to employees and head managers of SQLI and affiliated companies ............ 218 Table 68. Cancellation .................................................................................................................... 219 Table 69. Dilutive instruments – Free shares.................................................................................. 221 Table 70. Other current dilutive instruments .................................................................................. 222 Table 71. Tableau récapitulatif des délégations en cours de validité (article. L.225-100 du Code de
commerce) ......................................................................................................................................... 224 Table 72. Evolution du capital social au cours des 3 derniers exercices........................................ 230 Table 73. Financial schedule for 2010 ............................................................................................ 258 Table 74. Publication to the FMA in the past year ......................................................................... 259 Table 75. Publication to the BALO in the past year ........................................................................ 259 Table 76. Publication to HUGIN network and Euronext in the past year ...................................... 260 ANNEXE 1
267 / 270
APPENDIX 2
N°
TABLE OF CONCORDANCE
Information
Reference
I
Management report
1
Situation and activity of the Company, its subsidiaries and the other Chapters 3 & 6
companies under control during the year
2
Modifications brought to the presentation of the accounts and the Chapter 20
evaluation procedures applied in the past years
(paragraphs
20.1.4. et
20.3.5.)
3
Activity results of the company, its subsidiaries and the companies under Chapter 9
control
4
Key indicateors of financial results
Chapter 3
(paragraph 3.1.)
5
Analysis of the business, results and financial situation evolution
Chapter 9 & 10
6
Progress made and problems encountered
Chapters 3, 4 &
6
7
Description of the main risks and questions faced by the company Chapter 4
(included the exposure to financial risks)
8
Indications on the use of financial instruments, objectives and policy of the Chapters 4 & 10
company regarding the financial risks control
9
Main events occured since the accounts closing date
Chapter 12
10
Expected evolution of the company and perspectives
Chapter 13
11
Activities in R&D
Chapter 11
12
Liste of mandates and functions exercised in every company by every Chapter 14
managing agent during the year
ANNEXE 2
268 / 270
N°
Information
Reference
13
Total remuneration and advantages given to every managing agent during Chapter 15
the year
14
All the commitments taken by the company for its managing agents, Chapters 15 &
consisting in remuneration, compensations or advantages due or likely to 17
be due after the intake, the ending or the change of these functions
15
Transactions related to the company securities made by the head managers Chapter 17
16
Key indicators related to the Environment and the social context
Chapters 4 & 17
17
Social information:
Chapter 17
18
Participation of employees to the share capital
Chapter 17
(paragraph
17.3.)
19
Information on the Environment:
Chapter 4
(paragraph
4.3.2.)
20
Information on the technological risks prevention policy, the ability of the N/A
company to protect its responsibility with goods and persons related to
classified installations, and the previsted means to ensure the management
of the victims in case of technological incident for which the company is
responsible
21
Participation in companies established in France and in which SQLI owns Chapters 5 & 7
more than 1/20, 1/10, 1/5, 1/3, ½ or 2/3 of the capital or voting rights
22
Alienations of shares occurred in order to regularize the crossed N/A
participations
23
Natural persons and corporate bodies holding directly or indirectly more Chapter 18
than 1/20, 1/10, 1/5, 1/3, ½ or 2/3 of the capital or voting rights of the
company in the General Assemblies
24
Warnings or fines for antitrust practices
ANNEXE 2
N/A
269 / 270
N°
Information
Reference
25
Elements likely to have an impact in case of public offer
Chapter 18
(p.18.4.1.)
26
Governance system of the company (only in case of change)
Chapter 16
27
Elements used for calculation and adjustment results of the conversion or Chapter 21
exercise basis of financial securities giving access to the capital and stock
options
28
Information on buy-back programs
Chapter 21
(paragraph
21.1.3)
29
Table of current delegations regarding capital increases
Chapter 21
(paragraph
21.1.5)
30
Table of the Company results in the last 5 years
Chapter 20
(paragraph
20.1.5.)
31
Amount of dividends distributed in the last 3 years
Chapter 20
(paragraph
20.7.)
ANNEXE 2
270 / 270
II
Annual financial report
1
Annual accounts
Chapter 20
(paragraph 20.1)
2
Consolidated accounts
Chapter 20
(paragraph 20.3.)
3
Report of the statutory auditors on the social accounts
Chapter 20
(paragraph 20.4.1.)
4
Report of the statutory auditors on the consolidated accounts
Chapter 20
(paragraph 20.4.2.)
5
Management report including at least the information requested by Cf. Table of
articles L. 225-100, L. 225-100-2, L. 225-100-3 et L. 225-211 alinéa 2 concordance below.
of the Commercial Code
Statement of the persons responsible for the Management report
Chapter 1
6
Statutory auditors fees
Chapter 20
(paragraph 20.3.5.)
7
Report of the Chairman on the conditions of preparation and Chapter 16
organization of the Board works and on the internal control procedures (paragraph 16.5.1.)
of the company
8
Report of the statutory auditors on the internal control
9
List of the information published or made public by the company in the Chapter 24
past year
ANNEXE 2
Chapter 16
(paragraph 16.5.2.)
271 / 271

SQLI - RCS de Bobigny 353 861 909 268, avenue du Président Wilson

Transcription

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