Independent Expert Appraisal (contributions, mergers)

The contributions auditor must appraise, under his own responsibility, the value of all the assets purchased by the company at the time of inception or during a capital injection. Any clearly stipulated advantages that are identified during the company’s creation or a capital raising operation must be appraised by the auditor.

The mergers auditor must appraise, under his own responsibility, the merger operation by verifying the valuation criteria used by the companies and consequently judging the fairness of the exchange ratio.

The appraisal is conducted according to the strict guidelines defined by the “Compagnie nationale des commissaires aux comptes” related to such assignments.

In order to meet the objectives listed above, and with strict adherence to the standards established by the “Compagnie nationale des commissaires aux comptes”, we implement the measures we deem necessary to ensure a rigorous process, namely:

• Determine the relevance of the scope retained by the contributions
• Audit, on a case-by-case basis, the valuation analysis used on each contribution
• Verify that the sum of the real market value of the contributions is at least equal to the suggested contributions included in the company bylaws
• Audit the risks related to the contributed assets, and identify the factors that may affect their ownership
• Estimate the impact on the individual value of the contributions, between the time the event occured and our report publication date
• Verify the relevance of the relative valuation of the stocks of companies participating in the operation
• Verify the fair character of the exchange ratio.