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(1)WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. R E F E R E N C E D o c u m en t 2 0 0 7 - 2 0 0 8.

(2) CONTENTS. 1. Corporate governance. 1.1 Highlights. 2. 1.2 Key figures. 4. 1.3 Geographic deployment. 5. 1.4 Business lines and strategy. 6. 1.5 Management of risks and insurance. 6. 4.1 Report by the Chairman concerning the conditions governing the preparation and organization of the Board’s work and the internal audit procedures implemented by the company for the fiscal year ended on September 30, 2008. 1.6 Operational organization of the Group. 12. 1.7 Shareholder information. 13. 1.8 Bonds. 13. 1.9 Dividends. 14. Activity and results. 2. 15. 2.1 Group activities and financial statements. 16. 2.2 Parent company situation and activity. 20. 2.3 Results in the last five years. 21. 2.4 Subsidiaries and shareholdings. 22. 5. 86. 4.2 Statutory auditors’ report on the Chairman’s report concerning internal audit procedures relating to the preparation and treatment of financial and accounting information. 100. 4.3 Corporate Agents’ interests. 101. 4.4 Employee profit-sharing and incentive scheme. 104. 4.5 Special statutory auditors’ report on regulated agreements and commitments. 105. Information about the Company and its share capital. 109. 5.1 General information about the company. 110. 5.2 General information about the capital stock. 113. 5.3 Changes in capital stock. 115. 5.4 Principal shareholders. 116. 28. 5.5 Factors likely to have impact in the event of a takeover bid. 117. 3.2 Consolidated income statement. 30. 5.6 Pledged stock, guarantees, sureties. 119. 3.3 Consolidated balance sheet. 31. 3.4 Consolidated statement of cash flows. 32. 3.5 Change in consolidated shareholders’ equity. 33. 3.6 Notes to the consolidated financial statements. 34. Additional information to the Reference Document. 121. 3.7 Supplement to the consolidated financial statements at September 30, 2008. 83. Consolidated financial statements. 3. 4. 85. 3.1 Statutory auditors’ report on the consolidated financial statements. 27. 6. 6.1 Person responsible for the reference document. 122. 6.2 Independent auditing of the financial statements 122 6.3 Person in charge of financial information. 124. 6.4 Publicly available documents. 124. 6.5 Reconciliation table. 125. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 1. The Anovo group.

(3) rEfErence document. The present Document de Référence was filed with the Autorité des Marchés Financiers (AMF) on 02/05/09, in accordance with Article 212-13 of its general regulations. It may be used in connection with a financial transaction if supplemented by a note d’opération approved by the AMF.. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 2007-2008.

(4) WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c.

(5) 1 1.1. Highlights�� 2. 1.2. Key figures �� 4. 1.3. Geographic deployment �� 5. 1.4. 1.5. Business lines and strategy �� 6 Business lines. 6. Strategy. 6. Management of risks and insurance �� 6 1.5.1 Risk analysis. 6. 1.5.2 Insurance policy. 11. 1.6. Operational organization of the Group �� 12. 1.7. Shareholder information �� 13. 1.8. Bonds �� 13. 1.9. Dividends �� 14. - rEfErence document 2008. 1. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. The ANOVO group.

(6) 1. The ANOVO group 1.1 Highlights. RR1.1 Highlights “It happened in 2008…”. January. June. A reverse logistics platform for Telefónica in Spain. Myriam Segura is appointed ANOVO’s Financial Director. Since January 2008, the Center of Excellence in Madrid manages all the return flows for telephones from Telefónica retailers. Serving as an interface between operators and mobile phone manufacturers, ANOVO screens and tests more than 75 thousand products each month before they are sent back to the manufacturers or repaired in the Centers of Excellence in Madrid and Malaga. For its “VIP” clients, Telefónica has set up a system for lending telephones to replace broken down handsets. ANOVO handles the technical management and replacement inventory for this system. Finally, this logistics center picks up, reconditions and reuses telephones at their end-of-life.. Myriam Segura is appointed Financial Director for the ANOVO group and replaces François Lefebvre. She joined the Group in 2003 as head of the Group’s Southern Area Finance Department before becoming Group Legal Director. Myriam Segura started her career at Coopers & Lybrand, where she spent 6 years. She then moved to the chemical industry in a subsidiary of Dow Chemicals and worked in the service industry as European Financial Director for a US technologies group.. ANOVO is leaving the North American market to focus on Europe On March 28, ANOVO left the US market. After several years of stable activity, revenue showed a deficit in the first half of 2007-2008, after one of its main local clients pulled out. Due to its current position as a challenger in a difficult market, the Group preferred to leave the region to focus on Europe.. 2. rEfErence document 2008 -. ANOVO takes over Sagem Mobiles’ customer service activity in Montauban ANOVO takes over Sagem Mobiles’ Customer Service activity at the Montauban site. For ANOVO, this transaction’s result is a 5-year exclusive pan-European contract with Sagem Mobiles and represents a broad spectrum of know-how in value-added services (hotline, spare parts management, product expertise and repair center audit).. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. March. July.

(7) The ANOVO group 1.1 Highlights. September. December. Jean-Laurent Nectoux joins ANOVO as Group Industrial Director. ANOVO signs the Ordi 2.0 charter. 1. Jean-Laurent Nectoux is an engineer and graduate of Supelec. Before joining the Group, he was Managing Director of Saunier Duval’s French subsidiary and then Industrial Director for the Hepworth group. More recently, Jean-Laurent Nectoux worked as Operations Manager for Comap, a subsidiary of the Dutch Alberts Industries group. He has the task of improving competitiveness, standardizing industrial processes, information systems and quality.. The French government is coordinating a priority program to fight against the digital divide through a proposal that all households should have home computers by the close deadline of 2012. To this end, ANOVO has signed the Ordi 2.0 charter, proving its commitment to participating in a national effort to recondition computers under a program for economic solidarity and environmental quality. Under this program, ANOVO offers data overwriting and computer restoration services to companies that would like to donate gently-used computer material to their employees.. November. Financial Consolidation Project. Modelabs chooses ANOVO for its luxury brand customer service. Amid today’s financial crisis and as credit conditions tighten, the Group signed an agreement with creditor banks in an aim to reduce its debt and shore up its balance sheet. If this transaction had been carried out on September 30, 2008, the Group’s gearing ratio would have been 0.9 instead of the published figure of 1.6.. - rEfErence document 2008. 3. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Modelabs, the specialist in customized telephones, has selected the Montauban site to manage customer service for two world-renowned luxury telephone brands. ANOVO manages its call center and mobile repair services..

(8) 1. The ANOVO group 1.2 Key figures. 4. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. RR1.2 Key figures.

(9) The ANOVO group 1.3 Geographic deployment. 1. Breakdown of revenue by business segment. 09/2008. 09/2007 restated*. Telco. 166.2. 140.5. Access. 124.7. 115.3. 58.8. 43.5. 349.7. 299.3. 09/2008. 09/2007 restated*. UK. 106.2. 106.0. France. 122.5. 92.0. Italy. 27.8. 26.2. Spain. 29.5. 25.3. Nordic countries. 53.9. 42.7. (in millions of euros). Multimedia Total Breakdown of revenue by geographic region (in millions of euros). South America Total. 9.8. 7.1. 349.7. 299.3. 09/2008. 09/2007 restated*. (in millions of euros). Tangible investments Net fixed assets of which goodwill Net financial debt of which restructured debts Cash flow generated by operating activities and investments in continued operations Working capital requirement Total assets *. 5.8. 7.2. 110.0. 105.2. 53.9. 64.0. 70.3. 69.7. 42.5. 50.9. 24.5. 11.0. 7.0. 20.9. 229.7. 232.4. In accordance with the IFRS 5 standard, the accounts for 2006-2007 were restated to account for the withdrawal of the US business in 2007-2008.. RR1.3 Geographic deployment ANOVO is a French corporation that is deployed internationally and present in 11 countries. A list of subsidiaries can be found on pages 22 to 25.. - rEfErence document 2008. 5. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Consolidated data.

(10) 1. The ANOVO group 1.4 Business lines and strategy. RR1.4 Business lines and strategy Business lines A pan-European leader at the heart of the digital product return flows In the burgeoning digital world, ANOVO has become the benchmark in reverse logistics in Europe for the major global players in digital technologies: manufacturers, operators, retailers, etc. Its employees are active in all stages in the life of a product,. with a portfolio of integrated services centered on the needs of the end consumer. With its 20 multiservice Centers of Excellence, in addition to proprietary information and traceability systems, ANOVO exercises our expertise in return logistics throughout all of Europe as well as in Chile and Peru.. Strategy. Multitechnologies. ANOVO operates in all Telecommunications and Multimedia technologies. This multi-faceted competence makes our technical expertise highly sought-after by many manufacturers and operators in the context of the converging of digital technologies, deployment of the “Triple Play” offering and mobility. Multisite. ANOVO is established in 11 countries, including 9 in Europe, and provides a consistent service adapted to the standards and customs of each country through 20 dedicated Centers of Excellence.. Multiservices. ANOVO operates in all stages in the life of a digital product, from approval through to recycling, via customization, on-site support, sorting and testing, repairs, etc. Multiclient. ANOVO’s clients include electronic component subcontractors, manufacturers and operators, as well as retailers and insurers. A recent strategic study conducted by an internationally-renowned consulting firm on top European clients and competitors showed that, with over 30% of market share, ANOVO held a good position with its top clients. The Group’s potential for growth lies in its rollout of new offers, in particular in the area of reverse logistics, digital product regeneration and service extensions.. RR1.5 Management of risks and insurance 1.5.1 Risk analysis The company reviewed its major risks and has not identified any significant risk factors other than those presented below.. 1.5.1.1. Risks relating to activity. The risks relating to the company’s transactions with its environment include those associated with competition and retailers’ and. 6. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. The 4 “Multis” that make ANOVO unique.

(11) 1. The ANOVO group 1.5 Management of risks and insurance. operators’ capacity to decide whether or not to select ANOVO, the client portfolio, any dependence which ANOVO may have on a supplier and finally the industrial risks.. • logistics companies, seeking to offer their clients a comprehensive service by supplementing their logistics offering with an added value service offering.. Risks associated with client portfolios. ANOVO’s technological risks are low. Product upgrades are seen as a competitive advantage for the Group whose business lines lie at the crossroads of image, sound, access and data exchange technologies. To hold on to this technological advantage, the Group performs technology monitoring in order to anticipate changes in the market. In addition, the growing trend of reuse and recycling, which is promoted under national and European environmental policies, provides a favorable opportunity for the Group’s business model.. Risks associated with competition ANOVO faces several types of competition: • competition from its own clients, who often still perform some of the services offered by the Group internally; these companies are currently tending to hive off some of their manufacturing and service workshops under outsourcing contracts; for this reason, they add to the competition and drive prices downward; • competition from similar or more regional groups which currently do not necessarily have the same geographic coverage or the same coverage in terms of service offerings; • competition from producers operating under contract (EMS) for manufacturers seeking to diversify by offering services for their products;. In addition to the sensitivity to insurance-credit bodies’ opinions described in 1.5.1.3, the main risks associated with client portfolios are as follows:. Risks associated with manufacturer approvals and more broadly with client strategy In order to carry out its activity, the Group must have manufacturer approvals for the products in which it operates. These approvals depend on the manufacturers’ “after-sales service” strategy. The withdrawal of all or part of these approvals by the manufacturers could affect its activity and margins. The Group’s revenue could be impacted by changes in its major clients’ strategies, particularly with regard to the management of their installed equipment base (leased equipment replaced by sold equipment), the management of after-sales service (unit repairs instead of replacements of identical functioning equipment) and the localization of services associated with sales (particularly to Eastern Europe). Moreover, tie-ups between clients, discontinuation of product ranges by the same client or total suspension of a producer’s or a retailer’s activities in Europe could have a significant impact on the Group’s profits.. Risks associated with the concentration of the client portfolio Most of the Group’s clients are internationally-recognized brands. The portfolio is diversifying with the arrival on the European market of major names from Asian countries.. In 2007-2008, no client represented more than 10.7% of the Group’s revenue. The five largest clients represented 41.8% of revenue, and the next five represented only 18.6%. Client. Percentage of revenue. Client. Percentage of revenue. Client A. 10.7%. Client F. 5.0%. Client B. 9.7%. Client G. 4.6%. Client C. 8.8%. Client H. 4.1%. Client D. 7.4%. Client I. 2.9%. Client E. 5.2%. Client J. 2.0%. The 10 leading clients made up 60.4% of revenue (compared with 53.6% the year before), which is in line with the strategy for developing relations with the Group’s top clients.. The risk of portfolio concentration is not a major one within the Group, but it may be significant at the individual site level.. - rEfErence document 2008. 7. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Risks associated with technological developments.

(12) The ANOVO group 1.5 Management of risks and insurance. Contractual risks The company is bound by service contracts entered into with its clients. In the event that suppliers are declared bankrupt or spare parts cease to be sold, disruptions to supplies of spare parts could compromise compliance with deadlines specified in contracts with clients and engage the liability of ANOVO, particularly in the event of extended service contracts. However, the Group’s contractual policy tends to prevent this risk by providing a realistic framework for its contractual responsibility. The Group subcontracts certain activities, which may become classified as regulated activities in the event of a change/definition of the scope of these specific activities. The European Directive on Acquired Rights, and in particular its application under the Transfer of Undertakings Protection of Employment Regulations (TUPE) in the UK, may, if the criteria are met, result in the Group’s liability being engaged due to the takeover of personnel when different service providers succeed one another in the provision of the same service. In the context of the services which it provides, the Group is responsible for the personal data recorded on the electronic equipment handled by it. Any error in the processing of this data may engage the Group’s liability. The product processing approach naturally takes account for these constraints.. Operating risks The breach of one of the commercial leases by the owner would have a significant effect on profitability, with any move to different premises, including regroupings of sites, leading to a business restart effect on the new site.. Industrial risks The industrial risks are limited and clearly defined: the risk of fire or flood is controlled at all plants. Furthermore, due to the multiplicity of sites located in each region, makes it easier to implement a business resumption plan under satisfactory conditions in the event of damage. In addition to the intrusion detection systems, premises are guarded during periods of inactivity (weekends and nights) and during the day for sites that handle sensitive products. Generally, all industrial risks, including loss of profits, are guaranteed by an insurance program in accordance with the customary practices in the profession. The insurance management policy that guarantees this type of risk (Damage/Loss of Profits) is centralized at head office level for the whole of the Group, thereby optimizing risk cover and policy costs.. 8. rEfErence document 2008 -. This centralized approach makes it possible to roll out a coordinated risk prevention policy, which includes regular visits to selected sites by brokers and insurers who issue reports and recommendations for risk control optimization. The general summary of these visits showed that, overall, major risks were under control, but the company should continue its one-off efforts for improvement.. Risk related to ANOVO’s dependency on its suppliers In addition to the sensitivity to insurance-credit bodies’ opinions described above in 1.5.1.3, the supplier risk is low for ANOVO, since the only strategic purchases are spare parts bought directly from the equipment manufacturers and maintained by ANOVO (with the manufacturers’ approval). The Group’s key suppliers or service providers are logistics or transport companies and temporary staffing agencies. Its use of temporary staff is inherent to its business’s seasonal nature, with peaks in activity and strict deadlines imposed by its clients. With regard to these other suppliers or service providers, ANOVO has introduced an in-depth process of research before commercial relations are established, in order to limit any risks of sudden interruption to services due to an insufficient financial base or a lack of commercial reliability. The analysis of its two primary regions shows that the top 10 suppliers represent less than 5% of revenue for the United Kingdom and less than 7% for France.. IT risk The Group’s activity is managed entirely through efficient IT systems which allow operational monitoring of performance, reporting and client invoicing. Business resumption plans are in place in all countries in order to deal with any IT crisis.. Risks associated with the invoicing process based on an activity report The nature of the Group’s business calls for reporting-based invoicing that lists all the services performed for each product (call center appointment-making, collection, reception, processing, packaging, and shipping). Invoices are generally sent after the client approves the report on the services performed in the past month and according to a pricing plan that complies with the contractual provisions agreed upon with the clients. The pricing plan is drawn up by the operational teams and submitted to the client for approval. The client checks its consistency and conducts one-off audits. Sometimes this approval may lead to a difference of opinion regarding service categories, especially if the client’s needs change, if there is a risk of client complaints about. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 1.

(13) The ANOVO group 1.5 Management of risks and insurance. 1.5.1.2. Legal risks. Provisions have been made for the current main litigation cases in proportion to their company-evaluated risk. In accordance with the AMF’s recommendations, the general method for provisioning is as follows: • the disputes for which provisions are made are those involving contentious proceedings, i.e. those brought before a jurisdiction or a court of arbitration; • the amount of the provision corresponds to the risk analyzed on a case-by-case basis according to the maximum risk, which is evaluated after consulting the company’s internal and external counsels, with consideration for the legal founding of the claim, the realistic nature of the disputed amounts, and, more broadly, the context of the dispute. Therefore, the provision amount does not necessarily correspond to the adverse party’s requests. There are no governmental, judicial or legal procedures or any procedures of which the Group is aware, either pending or imminent, that are likely to have or that have in the past 12 months had significant effects on the Group’s financial situation or profitability, except for the following non-provisioned or partially provisioned claims: • claim from several minority shareholders of a subsidiary on the implementation of an agreement disputed by the company; after analysis by the company’s counsels, this claim was deemed unfounded; to date, no litigation has been undertaken;. these proceedings do not represent a significant risk to the financial situation given the elements at hand. Further information regarding the Legal Liabilities is given in the paragraph “Further information on section 5.2 (Legal liabilities) and section 1.5.1.2 (Legal liabilities)” on page 83 of the present document.. 1.5.1.3. Financial risks. High sensitivity to insurance-credit bodies’ positions The Group conducts its business towards its clients, working with suppliers that guarantee their service providers’ and clients’ financial solvency with insurance-credit bodies. Any reduction in or elimination of ANOVO outstandings granted by these bodies to their clients, whether they are ANOVO’s clients or suppliers, may result in the abrupt interruption in the concerned services or the request for immediate and exceptional measures by the Group’s suppliers or clients. These measures will be very expensive to implement and aim to compensate for the reduction or elimination of coverage granted by the insurance-credit bodies. The financial crisis that took hold in 2008 contributed to the insurance-credit bodies taking a very strict approach to ANOVO’s risk.. Foreign exchange and Country risks The Company engages in recurrent service activities providing services performed locally by the subsidiaries of ANOVO, hence in the same currency as the currency of payment. Thus, the Group is not exposed to foreign exchange risk through its direct sales operations. Only internal transactions expose the Group to exchange rate fluctuations.. • bond creditors’ claim for repayment of the debenture loan as well as damages and interest; the company sees these creditors’ basis for claim as completely unjustified; to date, no legal proceedings have been undertaken;. However, the international expansion of ANOVO is leading the Group to invest in order to develop its business in both geographical areas. Most of the funding of these investments was based on financing structured:. • undertaking of guarantees in assets and liabilities granted during disposal of a subsidiary, which the company considers to be unfounded;. • either by shareholders’ equity;. • complaint by ANOVO on the conditions for concluding interest rate swap contracts with a bank; • claims from former employees on the conditions for breaching employment contracts; • risk that a foreign subsidiary will exercise a guarantee granted to it that is not fully founded; to date, no litigation has been undertaken; • quality dispute with a service provider in open litigation, but the company, after consulting with its legal counsel, deems that. • or by debt contracted by the parent company. The foreign exchange risk on these investments is not hedged. Owing to the uncertainty of the due dates for repayment of the Group’s receivables and debts, it is difficult to cover “long-term” risk, and consequently, the use of hedging instruments would involve speculative operations. The positive impact on consolidated shareholders’ equity of a favorable exchange rate fluctuation of 10% relative to the euro would be 0.8%, i.e. €367 thousand.. - rEfErence document 2008. 9. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. the quantity of parts replaced or if the level of work required calls the invoice into question. However, the Group’s contractual policy aims to obtain payment for the undisputed portion of the invoice within the contractual payment timeframe and to impose a short deadline for reconciliation of the disputed portion of the invoice.. 1.

(14) 1. The ANOVO group 1.5 Management of risks and insurance. Interest rate risks On September 30, 2008, variable rate debt excluding hedging instruments (€5 m) broke down as follows: Restructured debt (excl. Océanes). €41.7 m. Other debt. €1.8 m. Financial leasing debt. €19.0 m. Bank overdrafts and factoring lines. €7.0 m. Total. €69.5 m. The issuing banks report the fair value of these hedges for their respective products at the end of each quarter. On September 30, 2008, it was estimated by an independent firm. ANOVO applies hedge accounting to all of its derivative instruments. On September 30, 2008, application of this method resulted in the change in fair value being broken down as follows: • a loss of €4.1 m in the Group’s consolidated income statement (which corresponds to the ineffective portion of the change in fair value of derivative financial instruments eligible for hedge accounting and all of the change in fair value of derivative financial instruments not eligible for hedge accounting); • and a positive impact of €0.3 m on shareholders’ equity (effective portion). The main characteristics of the derivatives are presented below. They were introduced in two phases: • first, derivative instruments were taken out from banks A and B to hedge the entire amount of restructured debt, part of the variable-rate borrowings linked to leasing contracts and factoring lines for around €9 m; • then, due to a defect in the internal control system on top of inappropriate advice given by Bank A, partially speculative instruments were taken out with this bank to improve existing hedging with Bank B. The financial consequences of these contracts were factored into the statements in accordance with the IFRS 7 standard. The interest rate swaps signed with Bank B are considered to be instruments eligible for hedging operations and are processed as effective and non-effective. The instruments signed with Bank A are not considered as hedging operations. Following the CMS rate inversion, ANOVO is now required to pay bank A margin calls, to guarantee that future quarterly payments are made. On September 30, 2008, these margin calls amounted to €1.3 m and were posted under “Deposits and guarantees paid”.. 10. rEfErence document 2008 -. They yield variable-rate interest for ANOVO. The interest rate differentials and margin calls have been disputed by the company since October 1, 2008.. Credit risk The Company is exposed to credit risk primarily on trade receivables, as well as other current and long-term financial assets or discontinuing operations. The guarantees associated with them are described in the corresponding notes to the financial statements.. Liquidity risks (excl. Océanes) The restructured financial debt (€41.7 m) is reimbursable annually until February 2013. The Group is required to respect prudential ratios (covenants) with Royal Bank of Scotland: (RBS). If these covenants are not upheld, the lender shall be entitled to accelerate the repayment of its loan. On September 30, 2008, the ratios were in line with the debt repayment schedule. The Group has no other covenants requiring compliance with other banks. The debt service burden, the current financial crisis and the tightening of credit conditions led the General Management to take on negotiations with the banks lending restructured debt in order to revise the terms for securing growth funding. In this context, the restructured debt creditors agreed to postpone the next debt annuity from February 2009 to September 30, 2009. Respect for this annuity is influenced by maintaining the level of shortterm credit lines granted, by the success of the abovementioned negotiations on derivatives and on the operating forecast for 20082009 on both income and changes in working capital requirement or limitation of investments. In addition, following the financial community’s announcement of these negotiations and in today’s climate of international financial uncertainty, some insurance-credit bodies have reduced or even. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. On September 30, 2008, the company benefited from interest rate hedging of €56.5 m, approximately 80% of its variable rate debt..

(15) The ANOVO group 1.5 Management of risks and insurance. 1. removed the guarantee they gave their clients for ANOVO. As a consequence, the Group had to grant some of its clients and suppliers collateral parts or adopt exceptional measures to secure invoice payment. These measures had a €5 m impact on cash flow in October 2008, bringing the working capital requirement down by 1.5% of revenue (see point 3.6 - Note 11 on events occurring after the close of the fiscal year).. “Update of section 7.3.5 (Liquidity risk) and section 1.5.1.3 (Liquidity risk)” on page 83 of the present document.. At September 30, 2008, the overdraft and factoring lines granted stood at €23.5 m of which €9.8 m have been drawn and €13.7 m are available. These lines are renewable annually. At the same date, available cash was €13.3 m. Further information regarding the liquidity risk at December 31, 2008, is presented in the paragraph. Treasury stock held in portfolio represents a net value of €3 thousand. The Company has no share buyback plan.. Risks with shares It is not the Company’s policy to build a securities portfolio. Cash is invested in short-term, risk-free instruments.. There were no major events after the year-end closing that could change the company’s assessment of these risks.. 1.5.2 Insurance policy. The insurance management policy is centralized at head office level for damage to property and loss of profits and civil liability for the entire Group, thereby optimizing risk coverage and policy costs. The Group regularly reviews its policies (coverage and premiums) in coordination with a specialized broker under a Group program for standard Civil Liability-Damage to Property and Loss of Profits coverage introduced in early 2004 and Civil Liability of Company Officers coverage. Some insurance policies, such as transported goods and automobile fleet, are taken out locally with regard for local needs and legal restrictions.. 1.5.2.1 Policies in the integrated program The Group program comprises a number of master policies which complement the local policies (except in Peru), with difference in conditions and difference in limits cover for the major risks. This program includes cover for damage/loss of profits and civil liability: After four years and an overall positive claims record, premiums are kept at a comparable level with slightly better coverage. By. means of a rollover, the program was renewed for the next two years (2007-2009). This year’s renegotiation dealt with more limited aspects:. Civil liability The global program covering all risks of damage to property and loss of profits and civil liability has been continued on the same terms for the countries concerned.. Damage/Loss of Profits The policy on risk prevention at the various sites was continued. In liaison with our insurers, and continuing the actions taken previously, site visits have shown our risks to be well identified and controlled. For 2008-2009, a new multi-section prevention-security program was introduced in cooperation with the broker, with a focus on local efforts to increase sites’ awareness of security prevention.. 1.5.2.2 Civil liability of company officers The policy covering the civil liability of company officers is put into effect for all Group subsidiaries. Maintained of coverage caps and optimized premiums in the competitive insurance market.. - rEfErence document 2008. 11. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. The ANOVO Group has an insurance program comprising policies with first-rate insurance companies covering any damage to its assets, loss of profits and Group liability..

(16) 1. The ANOVO group 1.6 Operational organization of the Group. 12. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. RR1.6 Operational organization of the Group.

(17) The ANOVO group 1.7 Shareholder information. 1. Highest. Lowest. Last price. Volume. (€). (€). (€). (in millions). 2007-10. 0.59. 0.50. 0.54. 15.70. 2007-11. 0.61. 0.49. 0.52. 16.26. 2007-12. 0.53. 0.44. 0.46. 10.20. 2008-01. 0.47. 0.30. 0.33. 14.07. 2008-02. 0.41. 0.27. 0.30. 37.40. 2008-03. 0.30. 0.21. 0.26. 22.45. 2008-04. 0.32. 0.21. 0.27. 56.06. 2008-05. 0.29. 0.25. 0.26. 16.12. 2008-06. 0.26. 0.19. 0.20. 9.59. 2008-07. 0.23. 0.16. 0.19. 17.64. 2008-08. 0.22. 0.19. 0.20. 4.90. 2008-09. 0.21. 0.13. 0.15. 9.57. 2008-10. 0.17. 0.10. 0.12. 13.9. 2008-11. 0.18. 0.11. 0.11. 12.3. 2008-12. 0.13. 0.10. 0.11. 8.1. Highest. Lowest. Last price. Volume. (€). (€). (€). (in millions). 2007-11. 118.01. 113.00. 118.01. 171. 2007-12. 118.01. 118.01. 118.01. 60. 2008-01. 117.00. 117.00. 117.00. 70. 2008-03. 117.00. 107.00. 117.00. 31. 2008-04. 117.00. 117.00. 117.00. 55. 2008-06. 110.00. 110.00. 110.00. 12. 2008-07. 120.00. 120.00. 120.00. 29. 2008-08. 120.00. 108.00. 110.00. 770. RR1.8 Bonds Change in bond prices. Month. No transactions since August 2008.. - rEfErence document 2008. 13. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. RR1.7 Shareholder information.

(18) 1. The ANOVO group 1.9 Dividends. RR1.9 Dividends. 14. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. No dividend has been distributed in the past three fiscal years. The issuer does not plan to distribute dividends in respect of the 2007-2008 results..

(19) 2 Activity and results Group activities and financial statements �� 16 2.1.1 Income by Strategic Business Area. 17. 2.1.2 Net income. 18. 2.1.3 Cash flow table. 18. 2.1.4 Balance Sheet. 18. 2.1.5 Outlook. 19. 2.1.6 Statutory auditors’ report on profit forecasts. 19. 2.2. Parent company situation and activity �� 20. 2.3. Results in the last five years �� 21. 2.4. Subsidiaries and shareholdings �� 22 2.4.1 Transactions and financial flows with ANOVO SA subsidiaries. 22. 2.4.2 Detailed information on each subsidiary and participating interest. 24. - rEfErence document 2008. 15. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 2.1.

(20) 2. Activity and results 2.1 Group activities and financial statements. RR2.1 Group activities and financial statements 1- A sharp increase in revenue (+ 17%) in all countries and Strategic Business Areas (SBA) and operating income before impairment of goodwill and income from the disposal of shareholdings reported in the second half after operational problems, now resolved, in the first half that had a more than €6 m impact on the fiscal year. As such, operating income before impairment of goodwill and income from the disposal of shareholdings was €11.5 m (3.3% of revenue) compared with €10.3 m (3.4% of revenue) the previous year. Operating income before impairment of goodwill and income from the disposal of shareholdings includes the effects of the following: • the early July 2008 acquisition of the SAGEM MOBILES service site in Montauban, paired with an exclusive 5-year Europe-wide contract. Through this acquisition (180 employees and operating assets), the Group consolidated know-how in value-added services (hotline, spare parts management, product expertise and repair center audit); • industrial reorganization in the United Kingdom and creation of a logistics and storage platform; • the reorganization of “On site” activities in France to give as much preference as possible to sub-contracting while maintaining the service quality required by its clients;. • in France, CANAL+’s decision to assign its new digital products to a competitor that submitted the lowest bid in a call to tender that is only expected to take effect starting in the second quarter of 2008-2009. 2- Impairment of goodwill for a total of €7.8 m in regard to the United Kingdom and Sweden, following the impairment tests. 3- Financial expenses increasing by 8% as the Euribor increases and in line with the effects of changing rate curves on derivatives taken out by the company after inappropriate advice from a financial establishment. So far, the impact of the valuation of these derivatives at their fair value is €5 m, including expenses of €4.1 m for the fiscal year. Cash outflow for these contracts was - €1.6 m for the year, including €1.3 m for guarantee margin calls. Negotiations are underway with the issuing bank to limit its consequences over the coming years. 4- The decision to suspend business in the United States, the rise of new contracts that do not lead to quick return on profit (after several years of stabilization and after the withdrawal of a local client, revenue had fallen sharply into a deficit in the first half of 2007-2008). The year’s impact on the income is -€8.8 m. The impact of this closure on cash flow is -€700 thousand. 5- Net income was -€16.6 m compared with €1.6 m last year and -€15.2 m in the first half of 2007-2008.. 2007/2008. 2006/2007 restated*. Change. 349.7. 299.3. + 16.8%. Operating income before impairment of goodwill and income from the disposal of equity investments. 11.5. 10.3. + 11.7%. As a % of revenue. 3.3%. 3.4%. -. -. 1.5. -. (7.8). -. -. (in millions of euros). Revenue. Income from disposal of equity investments Impairment of goodwill Operating income. 3.7. 11.8. -. Net interest expenses. (5.3). (4.9). -. Other financial results. (4.9). (0.6). -. Taxes. (1.3). (0.5). -. Net income from continued operations As a % of revenue Net income of discontinued operations Share of Group income from companies accounted for by the equity method Net income *. 16. (7.8). 5.6. -. (2.2)%. 1.9%. -. (8.8). (4.0). -. 0.0. (0.2). -. (16.6). 1.6. -. In accordance with the IFRS 5 standard, the accounts for 2006-2007 were restated to account for the withdrawal of the US business in 2007-2008.. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. The 2007-2008 fiscal year was marked by:.

(21) 2. Activity and results 2.1 Group activities and financial statements. 2.1.1 Income by Strategic Business Area The company divides its financial statements into three main SBAs (Strategic Business Areas): the “Telco” SBA (formerly Mobility), which encompasses mobile telephones and smartphones, the. “Access” SBA, which encompasses set-top boxes and other network access, and the “Multimedia” SBA (formerly IT and Displays), which includes PCs, monitors and other flat screens.. (in millions of euros). 2007/2008. 2006/2007 restated. 166.2. 140.5. Telco Revenue Operating income before impairment of goodwill and income from the disposal of shareholdings As a % of revenue. 7.0. 5.0. 4.2%. 3.6%. 124.7. 115.3. 5.6. 9.9. 4.5%. 8.6%. 58.8. 43.5. Access Revenue Operating income before impairment of goodwill and income from the disposal of shareholdings As a % of revenue Multimedia Revenue Operating income before impairment of goodwill and income from the disposal of shareholdings As a % of revenue Other operating revenue and expenses. (4.2). (2.8). (7.1)%. (6.4)%. 3.1. (1.8). 349.7. 299.3. Revenue Operating income before impairment of goodwill and income from the disposal of shareholdings As a % of revenue. The “Telco” SBA’s 18.3% growth over the previous year is accelerating. We are continuing to gain market share in the United Kingdom (in particular with NOKIA and SAMSUNG) and in France (in particular with LG and SONY ERICSSON), but revenue are stable in the regions where we are in a lead position, such as Nordic countries and Spain. The service activities acquired from SAGEM in July 2008 with a 5-year Europe-wide contract represent revenue of €4.2 m over the year. Operating income before impairment of goodwill and income from the disposal of shareholdings has increased in each region, reaching 4.2% of revenue. The “Access” SBA grew more modestly, by 8.15%, boosted by France (in particular thanks to CANAL+ and NEUF TELECOM) and. 11.5. 10.3. 3.3%. 3.4%. the Nordic countries (due to current analog-to-digital migration), while business was more stable in the United Kingdom and Italy. The problems encountered in Italy and the United Kingdom have now been resolved, and operating income before impairment of goodwill and income from the disposal of shareholdings was 4.5% over the year, up to 5.3% of revenue in the second half. The “Multimedia” SBA continues to show solid growth (+ 35%) due to the growth of its main clients, in particular in Italy (where the service extension offer is being developed with retail networks), Spain (with HP and NINTENDO) and Nordic countries (primarily with LG, IBM and SAMSUNG). In France, growth has been more moderate, while revenue in the United Kingdom are. - rEfErence document 2008. 17. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Total.

(22) 2. Activity and results 2.1 Group activities and financial statements. stable in line with the now-complete industrial reorganization in Manchester. Restated for the launch of “On site” activity in France planned in order to strike a balance in 2009, operating income before impairment of goodwill and income from the disposal of shareholdings would have been - 4.2%.. Operating income before impairment of goodwill and income from the disposal of shareholdings includes a set of major elements the nature of which may distort the analysis of economic performance during the year (financial reorganization costs for €1.7 m, income net of past or current acquisition and operational reorganization expenses for €6.5 m, expenses related to disputes with clients or service providers for €1.7 m) resulting in a positive impact of €3.1 m.. 2.1.2 Net income 1- Financial expenses rose by 8% as Euribor increased. In addition, on inappropriate advice from a financial establishment, rate swap transactions were conducted in early January on the Group’s debt. The current impact of the valuation of these derivatives on their fair value is €5 m, including an expense of €4.1 m for the year. Cash outflow for these contracts was - €1.6 m for the year, including €1.3 m for guarantee. Negotiations are underway in view of limiting the impacts on the coming year.. situation and presented corrective actions in the Chairman’s report on the conditions for preparing and organizing the board’s work and the control procedures implemented by the company. 2- The closure of the US subsidiary had a - €8.8 m impact on income for the year (including a - €700 thousand effect on cash flow). 3- Net income was -€16.6 m compared with €1.6 m last year and -€15.2 m in the first half of 2007-2008.. Following these transactions, which do not comply with the Group’s procedures, an independent consultant analyzed the. Over the period, net cash flow from operations was €27.6 m, compared with €18 m the previous year. This increase is mainly due to higher working capital requirement for €13.8 m and to the effects of an acquisition.. As expected, in a climate of growth and use of existing site capacities, the Group, whose industrial system is proportional to its scope, kept its investments at 2.3% of revenue (€8.1 m) compared with 3.7% the previous year.. Standard working capital requirement is now estimated at 5.5% of revenue. Cash flow from operations helped repay the debt and related interest and helped reduce outstanding factoring by €7.5 m on September 30, 2008.. On September 30, 2008, the cash position was €13.3 m and there was €13.7 m in available credit lines including €9.6 m of factoring lines.. 2.1.4 Balance Sheet On September 30, 2008, consolidated shareholders’ equity was €44.5 m and net financial debt stood at €70.3 m, compared with €69.7 m at end September 2007. The ratio of net debt to shareholders’ equity was 1.6.. 18. rEfErence document 2008 -. Consolidated balance sheet goodwill was €53.9 m, compared with €64 m the previous year.. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 2.1.3 Cash flow statement.

(23) Activity and results 2.1 Group activities and financial statements. 2. 2.1.5 Outlook The Group is currently well-positioned on various markets and continues to roll out its added-value strategy to Retailers and Manufacturers with significant market share. However, given the poor visibility of future economic conditions, the Group anticipates revenue of €375 m (at constant 2007/2008 foreign exchange) for 2009 and predicts operating income before impairment of goodwill of €12.5 m. This outlook was established according to a “bottom-up” approach based on Regional feedback on the budget process, and revised on the basis of central Management experience and after taking actual first quarter results and the subsidiaries’ revised second quarter forecasts into consideration. This outlook is based on. data, hypotheses, evaluations of ANOVO’s and its subsidiaries’ management that are considered to be reasonable but that could change in the future. This data is not historical and should not be interpreted as a guarantee that the outlook reports will be fulfilled. By their nature, these data, hypotheses and evaluations, and all the elements taken into account to determine these evaluations, could fall through and are likely to change due to uncertainties, mainly related to the Company’s economic, financial and competitive situation. Plus, the risks described in chapters 1.5.1 and 3.6 of Consolidated Financial Statements (Notes 5.2 and 7.3) and the 2008 reference document could have an impact on the Group’s activities and on meeting the projections mentioned above.. 2.1.6 Statutory auditors’ report on profit forecasts. As statutory auditors and in application of EC regulation No. 809/2004, we drew up this report on ANOVO’s income forecast included in chapter 2 (paragraph 2.1.5) of its Reference Document for the period ended on 30 September, 2008. These forecasts and the significant underlying hypotheses were drawn up under your responsibility, in application of the provisions of EC regulation No. 809/2004 and the CESR recommendations related to the forecast. It is our duty to express a conclusion on the adequate nature of how these projections are established, according to the terms of appendix I, point 13.2 of EC regulation No. 809/2004. We have implemented the due diligence that we considered necessary with regard to the Compagnie Nationale des Commissaires aux Comptes’ professional doctrine related to this remit. This due diligence included an assessment of the procedures put into place by the management to establish projections and the implementation of due diligence to ensure that the accounting. methods used comply with the establishment of historic information on ANOVO. It also consisted in collecting the information and the explanations that we deemed necessary that were used to obtain the guarantee that the projections have enough founding based on the given hypotheses. We would like to recall that, since these projections are inherently uncertain, actual results may sometimes differ significantly from these forecasts, and we cannot express any conclusions on the likelihood that these forecasts will occur. In our opinion: • the projections were adequately established on the given basis; • the accounting basis used to form this projection complies with the accounting methods applied by ANOVO. This report was issued for the sole purpose of registering the Reference Document with the AMF and, where necessary, for the public offer in France and in other European Union countries where notice would be given of an AMF-signed prospectus, including this Reference Document. It cannot be used in any other context.. Paris and Paris-La Défense, February 5, 2009 The Statutory Auditors Maupard Fiduciaire. Ernst & Young Audit. Dominique Bonnet. Any Antola. - rEfErence document 2008. 19. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. To the Chairman of the Board of Directors,.

(24) 2. Activity and results 2.2 Parent company situation and activity. RR2.2 Parent company situation and activity. Revenue per SBA broke down as follows: • “Telco” SBA: €48,596 thousand, versus €36,755 thousand in the previous year; • “Access” SBA: €53,947 thousand, versus €39,956 thousand in the previous year; • “Multimedia” SBA: €11,628 thousand, versus €9,008 thousand in the previous year. Revenue also include “support service” fees, “intellectual property rights” use fees and other Group expenses to subsidiaries, for €9,520 thousand on September 30, 2008 compared with €7,506 thousand the previous year. 2- Operating income amounted to €9.4 million versus €5 million the previous year and includes a set of significant elements or events that occurred or started during the year (financial reorganization costs, income from acquisitions net of past operational reorganization expenses, expenses related to client default) resulting in an overall positive impact of €3 m.. 20. rEfErence document 2008 -. 3- Financial income amounted to -€14.2 m versus -€7.7 m in the previous year. It comprises: • financial income, primarily made up of interest on current accounts for €0.6 m and interest on loans for €1.3 m, a total of €1.9 m (€1.2 m on September 30, 2007); • interest expenses mainly include borrowings for €3.3 m, current debt accounts for €0.8 m and financing operations for €0.8 m, or a total of €4.9 m (€4.2 m on September 30, 2007); • depreciation concerns provisions for participating interests (ANOVO Americas for €6.3 m, ANOVO Nordic for €3.9 m, ANOVO ADS for €1.3 m and ANOVO Comlink for €2.3 m), provisions for losses on foreign exchange for €2.5 m and provisions for derivative fair value for €2.9 m; • reversal of provisions concerning reversals of exchange rate losses for €1 m and reversal of provisions on ANOVO Italia shares for €7.3 m. 4- Non-recurring income was -€1.2 m including a provision of -€0.7 m for guarantees granted for a subsidiary’s leasing establishments and that are expected to be exercised, as well as disposals for €0.5 m. 5- Because of this, net income changed from -€3.3 m on September 30, 2007 to -€7.1 m on September 30, 2008.. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 1- In the year ending September 30, 2008, the company generated revenue of €123,591 thousand excluding tax, versus €93,225 thousand in the previous year..

(25) 2. Activity and results 2.3 Results in the last five years. RR2.3 Results in the last five years Sept.-04. Sept.-05. Sept.-06. Sept.-07. Sept.-08. Capital at end of year (in thousands of euros) Capital stock Ordinary shares Shares with double voting rights Total shares Maximum number of future shares to be created (1). 62,492. 63,097. 68,097. 68,267. 54,613. 120,522,367. 124,027,992. 134,900,097. 136,135,150. 136,134,985. 4,461,950. 2,165,491. 1,293,386. 398,333. 398,498. 124,984,317. 126,193,483. 136,193,483. 136,533,483. 136,533,483. 10,274,245. 41,279,245. 31,646,348. 10,013,094. 83,375. 85,043. 90,955. 93,225. 123,591. (26,605). 3,934. 6,855. 4,096. 8,838. Operations and profit for the year (in thousands of euros) Revenue excluding tax Income before taxes, employee profit-sharing and depreciation and amortization Corporate income tax Employee profit-sharing due for the year Profit after tax, employee profit-sharing Distributed profit. (23). (56). (44). (828). (774). (642). (541). (1,102). (35,439). 982. 373. (3,314). (7,106). -. -. -. -. -. (0.280). 0.008. 0.003. (0.024). (0.052). -. -. -. -. -. Earnings per share (in euros) Profit after tax, participating interests Dividend allocated to each share. Average number of employees Payroll for the year Sums paid in respect of social benefits. 822. 748. 844. 1,098. 1,239. 21,641. 23,736. 23,478. 27,006. 34,436. 8,411. 9,068. 9,893. 11,421. 14,771. (1) On September 30, 2008, all of the dilutive instruments in circulation (bonds that may be converted into new shares and/or exchanged for new or existing shares and stock options) were out of the money.. - rEfErence document 2008. 21. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Personnel (in thousands of euros).

(26) 2. Activity and results 2.4 Subsidiaries and shareholdings. RR2.4 Subsidiaries and shareholdings 2.4.1 Transactions and financial flows with ANOVO SA subsidiaries. (in thousands of euros). Intra-group agreement (1). Operating income (2). SCI LES CAILLOUX. Cash-flow agreement: Operating Financial Income – expenses (2) Expenses (3). Dividends distributed for the period. (325). SCI ROBERT SCI D’ARTAGNAN. (81). ANOVO Family CTAV 14. 3. A NOVO GmbH. 3. ANOVO ITALIA. 837. 342. (1,363). (640). CEDRO SOLUCIONES. 352. 4. (6). 19. A NOVO COMLINK ESPAÑA. 570. 561. (25). 37. A NOVO ARCE. 115. A NOVO SERVITEC 186. 279. ANOVO NORDIC. 1,120. 109. (67). A NOVO NORGE. 327. 3. A NOVO POLSKA. 59. 99. (6). A NOVO SUISSE. 27. 238. (30). (165). A NOVO INTERNATIONAL. A NOVO SERVICES SOLUTIONS A NOVO AMERICA DEL SUR. (17) 21 (50). A NOVO HOLDINGS A NOVO UK. 16 (75). 734 3,426. 401. 1. 5. 254. (471). 233. 181. A NOVO ANDES A NOVO AMERICAS. 283. 85. 305. (1) Services provided by the parent company: - Convention Management Fees: in the context of current operating activity, the parent company has to perform services related to Group management (legal services, fiscal services, accounting, human resources, quality support and engineering) and invoice them for the subsidiaries. - Rights and Intellectual Property licensing agreement: in particular, this covers trademark licenses registered by the parent company. (2) Services performed between subsidiaries: In the context of current operating activity, the subsidiaries have to sub-contract services to other Group subsidiaries. These sub-contracted services are performed and invoiced under normal market conditions. (3) Forward cash flow issued / received by the parent company: In the context of current activity, the parent company helps to fund its subsidiaries (or to centralize surplus cash flow generated by its subsidiaries) and, as a consequence, grants (or receives) cash facilities paid at the Euribor 3-month rate plus 300 basis points.. 22. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. A NOVO LOGITEC. 55.

(27) Activity and results 2.4 Subsidiaries and shareholdings. Tangible/intangible assets. Loan granted Borrowing subscribed (Gross). Loan granted Borrowing subscribed (Net). Current account Asset - Liability net of provisions (3). Receivables operating debts. 2. Sureties, guarantees and pledges. (2,118) 40 2,130. (96). (6) 8 105 (9,561) 560. (9,561) 560. (509) 381. 21,619 529. 91. 1,145. 762. 115. 97. 649. 40. 810. 478. (1,009). 393. 2,176. (318) 172. 8,072. 2,424. 8,072. 2,354. (70). 251. (825). (116). 467. 734. 3,324. 2,601. 6,557. 434 7. 8,262. 736. - rEfErence document 2008. 23. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 1,141. 3.

(28) 2. Activity and results 2.4 Subsidiaries and shareholdings. 2.4.2 Detailed information on each subsidiary and participating interest. Country. Acquisition by the Group. SCI LES CAILLOUX. France. Oct.-00. 100.00%. D. 183. SCI ROBERT. France. Oct.-00. 100.00%. D. 76. Share of capital held (in %). Held Directly Indirectly. Capital stock. SCI D’ARTAGNAN *. France. July-2008. 100.00%. D. 1. ANOVO FAMILY *. France. Sept.-02. 100.00%. D. 8. CTAV. France. Jan.-89. 11.13%. D. 145 100. ANOVO ITALIA CEDRO SOLUCIONES. Italy. Dec.-98. 100.00%. D. Spain. Nov.-98. 100.00%. I. A NOVO COMLINK ESPAÑA. Spain. Nov.-98. 100.00%. D. A NOVO ARCE. Spain. Jan.-02. 100.00%. I. 4,057. EUROTERMINAL. Spain. Nov.-98. 35.00%. D. 300 29,404. A NOVO HOLDINGS. United Kingdom. Oct.-00. 100.00%. D. A NOVO UK. United Kingdom. July-00. 100.00%. I. GE UK. United Kingdom. Oct.-99. 100.00%. I. AT-COM. United Kingdom. Oct.-00. 100.00%. I. RADIOPHONE. United Kingdom. Oct.-00. 100.00%. I. DIGICOM. United Kingdom. Oct.-01. 100.00%. I. Ireland. July-01. 100.00%. I. ANOVO NORDIC. Sweden. Dec.-99. 100.00%. D. A NOVO NORGE. Norway. Dec.-99. 100.00%. I. A NOVO POLSKA. Poland. Dec.-00. 100.00%. D. 177 2,300. A NOVO SERVICES SOLUTIONS. 11. A NOVO SERVITEC. Belgium. Nov.-00. 100.00%. D. A NOVO LOGITEC. Belgium. Nov.-00. 100.00%. I. A NOVO SUISSE. Switzerland. Nov.-00. 100.00%. D. 127. A NOVO INTERNATIONAL. Switzerland. May-01. 100.00%. D. 951. A NOVO AMERICA DEL SUR. Panama. Mar.-01. 87.86%. D. 7. ICON. Panama. Feb.-01. 87.86%. I. A NOVO ANDES. Chile. Oct.-00. 87.86%. I. A NOVO PERÙ. Peru. Mar.-01. 87.86%. I. USA. Apr.-02. ANOVO AMERICAS A NOVO GmbH ENGSTROM *. 24. Germany Sweden. Sci d’Artagnan and ANOVO Family were put together by ANOVO SA.. rEfErence document 2008 -. May-2006. Mar.-08. 100.00%. D. 100.00%. D. 100.00%. I. 25. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. (in thousands of euros). Disposal or liquidation by the Group.

(29) Total shareholders’ equity. Balance sheet total. 836. 2,171. 194. 235. 60. 2,206. 7. 7. 257. 506. 3,019. 23,441. 15. 13,950. 597. 3,672. 18,452. 31,256. 3,562. 12,840. 270. 3,574. 2,392. 3,291. 302. 969. Revenue excluding tax. Operating Net accounting income profit/loss 64 59. 707. 9. 64 59. Participating interests (gross). Participating interests (net). 237. 237. 160. 114. 1. 1. 7. 7. 2. 15. 15. 49,720. 11,335. 17,389. 2,921. (352). 365. 284. 35,200. 35,200. 53,232. 22,361. 27,808. 564. 105. 10,936. 968. 792. 14,886. (3,460). (3,925). 3,708. 66. 41. 9,731 3. (787). 105,947. 2,733. (651). 226. (67). 227. 37,014. 319. 171. 16,876. 804. 664. 5,237. 78. 1. 552. 552. 144. 2,303. 1,599. 3,766. (763). (785). 1,222. 76. 82. 5,339. 682. 737. (4). 150. 981. (981). 2,100. (3). (109). 17,927. (84). 24. 2. 6,073. 315. 53. 3,748. 464. 252. (109). (109). 2,568. 12,925. -. 25. 25. - rEfErence document 2008. 25. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Activity and results 2.4 Subsidiaries and shareholdings.

(30) 26. rEfErence document 2008 -. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 2 Activity and results.

(31) 3 Consolidated financial statements Statutory auditors’ report on the consolidated financial statements �� 28 I.. Opinion on the consolidated financial statements. 28. II.. Justification of assessments. 28. III.. Specific verification. 29. 3.2. Consolidated income statement �� 30. 3.3. Consolidated balance sheet. 3.4. Consolidated statement of cash flows �� 32. 3.5. Change in consolidated shareholders’ equity �� 33. 3.6. Notes to the consolidated financial statements �� 34. 3.7. ��. 31. Supplement to the consolidated financial statements at September 30, 2008 �� 83 Re Chapter 3 “Consolidated Financial Statements”. 83. Re Chapter 4: “Corporate governance”. 84. - rEfErence document 2008. 27. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. 3.1.

(32) 3. Consolidated financial statements 3.1 Statutory auditors’ report on the consolidated financial statements. RR3.1 Statutory auditors’ report on the consolidated financial statements In compliance with the assignment entrusted to us by your Shareholders’ General Meeting, we have audited the consolidated financial statements of ANOVO for the year ended September 30, 2008, as appended to the present report. These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.. I.. Opinion on the consolidated financial statements. We conducted our audit in accordance with the professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made, as well as evaluating the overall presentation. We believe that our audit provides a reasonable basis for our opinion as set out below. We certify that the consolidated financial statements for the year give a true and fair view, according to IFRS as adopted in the European Union, of the assets, financial situation and results of the Group formed by the entities included within the scope of consolidation.. 28. rEfErence document 2008 -. Without calling into question the opinion expressed above, we would draw your attention to: • Note 4.1 setting out the assumptions used by management in carrying out goodwill impairment tests and the sensitivity of the test to the fulfillment of these assumptions; • Note 2.2 setting out the change made to the presentation of the Group’s consolidated income statement; • Note 11 setting out events after the balance sheet date and their impact on reducing the Group’s liquidity risk.. II.. Justification of assessments. In accordance with the requirements of Article L. 823‑9 of the French Commercial Code relating to the justification of our assessments, we bring to your attention the following matters:. Goodwill Your company carries out impairment tests on its goodwill in accordance with the conditions described in Notes 2.7.1, 2.7.4 and 4.1 and recognizes an impairment charge where applicable. Our work involved examining the manner in which these impairment tests were conducted, assessing the data and assumptions underlying the forecasts of discounted future cash flows and reviewing the calculations made by your company. As part of our assessment, we have verified the reasonableness of these estimates.. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. To the Shareholders,.

(33) Consolidated financial statements 3.1 Statutory auditors’ report on the consolidated financial statements. 3. Change of method. III.. As part of our assessment of the accounting rules and principles applied by your company, we have verified the correct application of the aforementioned changes of accounting method and their presentation.. In accordance with the professional standards applicable in France, we have also verified the information given in the Group management report.. These assessments form part of our audit of the consolidated financial statements as a whole and therefore contributed to the formation of our opinion expressed in the first section of this report.. Specific verification. We have no matters to report regarding its fair presentation and consistency with the consolidated financial statements.. Paris and Paris-La Défense, January 2, 2009. Maupard Fiduciaire. Ernst & Young Audit. Dominique Bonnet. Any Antola. - rEfErence document 2008. 29. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. The Statutory Auditors.

(34) 3. Consolidated financial statements 3.2 Consolidated income statement. RR3.2 Consolidated income statement Notes. 09/30/2008. 09/30/2007 restated. Revenue. 6.1. 349,668. 299,329. Cost of materials used. 6.2. (94,082). (79,967). Variable production cost. 6.2. (151,756). (122,453). Gross profit. 6.2. 103,830. 96,908. Fixed production cost. 6.2. (59,514). (51,740). Industrial profit. 6.2. 44,316. 45,168. Selling costs. 6.2. (2,376). (2,775). Administrative expenses. 6.2. (33,533). (30,285). Other operating income and expense. 6.3. 3,040. (1,832). Gain/(loss) from disposal of equity investments Impairment of goodwill. 1,535 4.1. Net operating income Income from cash and cash equivalents. 6.4. Gross interest expense. 6.4. Net interest expense. 3,733. 11,810. 425. 229. (5,752). (5,149). (5,328). (4,920). (4,885). (564). Other financial income and expense. 6.5. Attributable net income from equity-method associates. 4.4. (15). (202). Income tax. 6.6. (1,329). (508). Net income from continued operations Net income from discontinued operations Net income of the consolidated companies Net income – minority interest Net income – Group share Weighted average number of shares Net income from continued operations – Group share Earnings per share from continued operations (in euros) Weighted average number of shares adjusted to calculate diluted earnings per share Net income from continued operations – Group share Diluted earnings per share from continued operations (in euros) Weighted average number of shares Net income from discontinued operations – Group share Earnings per share from discontinued operations (in euros) Weighted average number of shares adjusted to calculate diluted earnings per share Net income from discontinued operations – Group share Diluted earnings per share from discontinued operations (in euros). 30. (7,714). rEfErence document 2008 -. 6.7. (7,824). 5,615. (8,758). (3,986). (16,582). 1,629. (22). (4). (16,603). 1,625. 136,512,766. 136,354,780. (7,845). 4,200. (0.0575). 0.0308. 136,512,766. 136,769,205. (7,845). 4,200. (0.0575). 0.0307. 136,512,766. 136,354,780. (8,758). (2,575). (0.0642). (0.0189). 136,512,766. 136,769,205. (8,758). (2,575). (0.0642). (0.0188). WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. (in thousands of euros).

(35) 3. Consolidated financial statements 3.3 Consolidated balance sheet. RR3.3 Consolidated balance sheet Assets Notes. 09/30/2008. 09/30/2007. Goodwill. 4.1. 53,900. 64,033. Intangible assets. 4.1. 4,881. 5,698. Tangible fixed assets. 4.2. 51,251. 35,460. Financial assets. 4.3. 1,713. 1,281. Deferred tax assets. 6.6. 7,898. 8,296. Participating interest in associated companies. 4.4. 209. 224. Other non-current assets. 4.5. (in thousands of euros). Total non-current assets. 77. 1,695. 119,929. 116,686. Inventories and work in progress. 4.6. 14,085. 16,455. Trade receivables. 4.7. 75,702. 73,303. Other current assets. 4.7. 6,611. 8,936. Cash and cash equivalents. 4.8. 13,327. 13,653. 109,724. 112,346. 229,653. 232,407. 09/30/2008. 09/30/2007. 54,614. 68,267. Total current assets Assets held for sale. 4.9. Total assets. 3,375. (in thousands of euros). Notes. (Paid-in) capital (New)issue premiums Consolidated retained earnings and reserves. 5.1. Currency translation reserve Own shares Shareholders’ equity – Group share Minority interests Shareholders’ equity. 2,480. 84,053. (10,533). (89,762). (2,092). (829). (294). (294). 44,175. 61,434. 298. 280. 44,473. 61,714. Provisions – non-current portion. 5.2. 7,478. 6,951. Financial liabilities – long-term portion. 5.3. 55,774. 53,365. Deferred tax liabilities. 6.6. 293. 286. Other long-term liabilities Total non-current liabilities. 65. 219. 63,611. 60,821. Provisions – current portion. 5.4. 4,704. 3,587. Trade payables. 5.5. 54,401. 49,416. Other current liabilities. 5.5. 34,657. 26,856. Short-term portion of bank loans and other financial liabilities. 5.6. 27,807. 30,014. Total current liabilities. 121,569. 109,873. Total liabilities and shareholders’ equity. 229,653. 232,407. Gearing - net financial debt ratio Net financial debt. 1.6. 1.1. 70,255. 69,726. - rEfErence document 2008. 31. WorldReginfo - 164584fc-69ec-4c59-bb86-1a3b6f81242c. Liabilities and Shareholders’ Equity.