2017 Registration Document - Gfi

2017
Registration
Document
Annual Financial Report
We draw the attention of the recipient that this Registration document is an English non-binding translation for information
purposes only. In case of discrepancies between the French and English version, the French version shall prevail.
gfi.world
CONTENTS MANAGEMENT REPORT 3
CHAIRMAN'S MESSAGE 4
KEY FIGURES 6
1 PRESENTATION OF THE GROUP

AND ITS BUSINESS 9 4 REPORT OF THE BOARD OF
DIRECTORS ON CORPORATE
1.1. General overview of the business 10 GOVERNANCE 93
1.2. Geographical zones 11 4.1. New governance Model 94
1.3. Presentation of the Group 12 4.2. List of the main positions held and functions
1.4. Simplified Group organisation chart at March carried out by the gfi informatique corporate
20, 2018 18 officers 97
1.5. Financial data from the consolidated financial 4.3. Related-party agreements and
statements 20 commitments 108
1.6. Financial data from the corporate financial 4.4. Compensation paid to corporate officers 110
statements 22 4.5. Other information on the corporate officers 114
1.7. Highlights 23 4.6. Corporate governance 115
1.8. Other information 25 4.7. Application of the recommendations in the
1.9. Research and development 27 AFEP-MEDEF Code 120
1.10. IT services market and outlook for the Group 28 4.8. Significant matters likely to impact a takeover
bid 120
1.11. Corporate Management – Human Resources 29
4.9. List of financial authorisations granted as at
1.12. Subsequent events to the closing date 30 December 31, 2017 121
1.13. Risk factors 31 4.10. Board of Directors’ report on free shares 122
1.14. Significant matters likely to impact a takeover 4.11. Supplementary report on the compensation
bid 41 of executive officers 123
2 CORPORATE SOCIAL
RESPONSIBILITY 43 5 CONSOLIDATED FINANCIAL
STATEMENTS 127
2.1. Social information 44 5.1. Consolidated financial statements 128
2.2. Environmental information 60 5.2. Notes to the consolidated financial
2.3. Information on social commitments to statements 133
promote sustainable development 67 5.3. Statutory Auditors’ report on the
2.4. Ethics, at the heart of the Group's business consolidated financial statements 169
practices 69
2.5. Conclusion 72
2.6. Overview of social and environmental
2.7.
indicators
Methodological note
73
76 6 CORPORATE FINANCIAL
STATEMENTS 173
2.8. Independent verifier’s report on consolidated 6.1. Corporate financial statements 174
social, environmental and societal 6.2. Notes to the corporate financial statements 176
information presented in the management
report 78 6.3. Other information 198
6.4. Statutory Auditor's Report on the financial
statements 200
6.5 Statutory auditor's report on related party
3 COMPANY SHARES AND SHARE

CAPITAL 81
agreements and commitments 203
3.1. General information 82

3.2.
3.3.
Shareholding structure at December 31, 2017 83
Share capital and changes in share capital 86 7 ADDITIONAL INFORMATION
7.1. Company information
209
210
3.4. Share buybacks 87
7.2. About the Company's senior management 213
3.5. Other information on shares – Stock market
7.3. Person responsible for the document 213
prices 89
7.4. Persons responsible for auditing the financial
statements 214
7.5. Financial communication 215
7.6. Cross-reference table and index 216
Notes 218
REGISTRATION DOCUMENT 2017
Annual financial report
This Registration Document was registered with the Autorité des Marchés Financiers (French Financial Markets Authority - AMF), on April 18th, 2018, pursuant to Article 212-13 of the
General Regulation of the AMF. It may be used in support of a financial transaction if complemented by a transaction note validated by the AMF. This document was prepared by the
issuer and engages the liability of its signatories.
This Registration Document is available on the Gfi Informatique website: www.gfi.world and from the Group Legal and Compliance Department, 145, boulevard Victor Hugo, 93400
Saint-Ouen, France.
Gfi Informatique’s website contains comprehensive information about the Group (strategy, operations, subsidiaries, key figures, financial information, etc.).In application of Article 28
of Regulation (EC) No. 809/2004 of the Commission, the following information is included by reference in this Registration Document.
• the consolidated and individual financial statements and the corresponding audit reports which appear on pages 101 to 181 of the Registration Document for the 2015 financial year
filed with the AMF on April 15, 2016 under number D.16-0357;
• the financial information set out on pages 9 to 101 and 183 to 192 of the 2015 Registration Document registered with the AMF on April 15, 2016 under number D.16-0357;
• the consolidated and individual financial statements and the corresponding audit reports which appear on pages 117 to 196 of the Registration Document for the 2016 financial
year filed with the AMF on April 7, 2017 under number D.17-0358;
• the financial information set out on pages 9 to 196 of the 2016 Registration Document registered with the AMF on April 7, 2017 under number D.17-0358.
The parts of these documents not included are either not relevant to investors or covered elsewhere in the Registration Document.
Gfi Informatique - 2017 REGISTRATION DOCUMENT 1

2 Gfi Informatique - 2017 REGISTRATION DOCUMENT
MANAGEMENT REPORT
Dear Shareholders,
As required by law and the Memorandum and Articles of Association, you have been convened to this Ordinary Annual General Meeting so that we
might report on the activities of the Company and the Gfi Informatique Group during the financial year ending on December 31, 2017, its
organisation, and present the Group’s prospects to you.
The information presented below in Chapters 1 to 4 and their references to Chapters 5 and 6 comprise the Management Report. The corporate
social responsibility report can be found in Chapter 2 of this report.

Chairman's message
Chairman’s message
Vincent Rouaix
Chairman and General Manager
Dear Shareholders,
After a turning point in the development of the Gfi informatique

Group in 2016, marked by the takeover of our Group by Mannai
Corporation, 2017 was distinctly a year of consolidation and
transition.
Consolidation in terms of shareholdings, with Mannai Corporation’s
acquisition, as planned, of an additional 29% interest in May 2017,
bringing the total stake held by our leading shareholder and partner
to 81%; the continuation of this process will ultimately take Mannai
Corporation’s interest to 95% as from June 2018, thereby securing
the support of a new shareholder and industrial partner for our Group
in the long term.
Consolidation in terms of international development as well, through
the successful integration of the Roff and Efron group acquisitions
at the end of 2016. The move has enabled the Group to strengthen
its presence in high-potential business areas (the Iberian peninsula)
and win new markets (LatAm). Additionally, the acquisition of the Roff
group has also helped Gfi informatique to significantly ramp up its
integration and maintenance offering around SAP technologies, thus
allowing the Group to include a new SAP Business Line – its sixth –
into its range of offerings.
At the same time, the Group has continued its business development
with its Digital, Outsourcing, Omni-Commerce and Migration
offerings, plus its proprietary software, in order to provide customers

A year of consolidation
and transition.
with top support in their digital transformation. The France business with French, Tunisian and African customers, and Gesfor, a Mexican
unit has accordingly seen significant signings in the omni-commerce company operating primarily in the banking sector in Latin Amercia,
segment, and won substantial market share for its key accounts while pertain to this two-fold objective.
building up its industrial and innovation capacities and continuing its
Lastly, the imminent launch of an agreed takeover bid for Realdolmen,
recruitment efforts.
a leader in IT services in Belgium and Luxembourg with a headcount
With revenue for the 2017 financial year reaching 1,131.9 million of 1,250 should, if the deal goes through, significantly strengthen the
euros, an increase of 11.5% over the previous period, our Group once Gfi informatique Group’s presence in Belgium and Luxembourg by
again posted exceptional growth, also marked by a significant increase combining the skills of both companies.
in net profit rising to 37.3 million euros, an increase of 16.2% year
on year. Finally, we will be pursuing our efforts to invest in innovation and
new industrial solutions, while maintaining one of the key features
Consolidation internationally – international operations now account of our Group, namely our closeness to our customers backed by an
for 25.5% of consolidated revenue, up from 18% in 2016 – was ability to attract talent.
also accompanied by the marked contribution of these activities to
our earnings with the operating margin of international activities It is my pleasure to present you with the 2017 Registration Document,
representing 30.1% of the consolidated total. The Group’s successful in which you will read of our achievements and our financial results,
international expansion since 2015 demonstrates our ability to the quality of which depends on the full-hearted involvement of all
integrate and develop new activities in new territories, and to our employees and the ongoing support of our customers.
combine organic growth and ambitious external growth in line with
our ambitions.
2017 was a year of transition, leading into the year 2018 during which
our objectives in terms of growth and margin improvement will move
up a scale, starting with a fresh round of acquisitions through which
the Group will be able to consolidate its industrial capacity and extend
Vincent Rouaix
its international footprint. The two acquisitions made in February
2018, namely Cynapsys, a Tunisian multi-specialist group working Chairman and General Manager

2018 // COMPANY PROFILE
Gfi Informatique Group KEY FIGURES
16,000
EMPLOYEES
20
COUNTRIES
5VALUES
FRANCE POLAND MEXICO AMBITION
SPAIN ROMANIA PANAMA INNOVATION
PORTUGAL MOROCCO COLOMBIA COMMITMENT
BELGIUM TUNISIA BRAZIL TEAM SPIRIT
SWITZERLAND IVORY COAST SINGAPORE SOCIAL RESPONSIBILITY
LUXEMBOURG ANGOLA UAE
ENGLAND USA
€ 1,132
millions
REVENUE
18
IN FRANCE
SERVICE
CENTERS
INTERNATIONAL
•LILLE •ALICANTE (Spain) •POZNAŃ (Poland)

•LYON •ZAMUDIO (Spain) •LUBLIN (Poland)
•NANTES •LISBON (Portugal) •PUNE (India)
•TOULOUSE •COVILHÃ (Portugal) •SÃO PAULO (Brazil)
•MEUDON •BRAGANÇA (Portugal) •BOGOTA (Colombia)
•CASABLANCA (Morocco) •MACAU (APAC)
•WARSAW (Poland)

* As of March, 20th 2018
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PARTNERSHIP
—
Gfi Informatique is
6
BUSINESS a major partner of
Paris Saint-Germain
LINES Handball
CONSULTING
Recommandation
de la taille minimale :
L 13,6 mm
APPLICATION SERVICES PSG

valise logo quadrichromie - PSG HANDBALL
INFRASTRUCTURE SERVICES
Cyan Magenta Jaune
Noir
R2-22/04/13
BUSINESS SOLUTIONS
SOFTWARE
SAP
BUSINESS
SOLUTIONS
Innovation INSURANCE
DISTRIBUTION-SERVICES
Proximity HEALTH-SOCIAL
Industrialisation PUBLIC SECTOR
TELECOM
6 BUSINESS
SECTORS
BANKING-FINANCE-INSURANCE
8 Cybersecurity
GROUP
PRACTICES
INDUSTRY-AEROSPACE-TRANSPORT DevOps
PUBLIC SECTOR Digital
Transformation
TELECOM-MEDIA-ENTERTAINMENT
ENERGY-UTILITIES-CHEMICALS Digital Banking
DISTRIBUTION-SERVICES Industry 4.0
IoT
STOCK EXCHANGE OmniCommerce

— Smart Cities
Gfi Informatique is listed on the
Euronext Paris Market.
Code ISIN: FR 0004038099
www.gfi.world
PRESENTATION
1.1.
OF THE GROUP
AND ITS BUSINESS
GENERAL OVERVIEW OF THE
1
1.8.3. Allocation of Gfi Informatique SA net income 25
BUSINESS 10 1.8.4. Dividends and dividend policy 26
1.1.1. Group performance: growth in revenue and 1.8.5. Supplier and clients terms of payment of Gfi
EBITDA 10 Informatique SA 26
1.1.2. 9.1% Growth in operating income and 16.2% 1.8.6. Acquisitions of stake and control during the year 27
growth in net income 10
1.1.3. Workforce 10 1.9. RESEARCH AND DEVELOPMENT 27
1.2. GEOGRAPHICAL ZONES 11 1.10. IT SERVICES MARKET AND OUTLOOK

1.2.1. France 11 FOR THE GROUP 28
1.2.2. International 12 1.10.1. Market and trends 28
1.10.2. Outlook for the Group 28
1.3. PRESENTATION OF THE GROUP 12
1.3.1. Six Business Lines 12 1.11. CORPORATE MANAGEMENT –
1.3.2. Six sectors 15 HUMAN RESOURCES 29
1.11.1. Employee profit sharing 29
1.4. SIMPLIFIED GROUP ORGANISATION 1.11.2. Employee shareholders 29
CHART AT MARCH 20, 2018 18
1.12. SUBSEQUENT EVENTS TO THE
1.5. FINANCIAL DATA FROM THE CLOSING DATE 30
CONSOLIDATED FINANCIAL
STATEMENTS 20 1.13. RISK FACTORS 31
1.5.1. Income statement and financial position 20 1.13.1. Operational risks – Legal risks 31
1.5.2. Cash flow and debt 21 1.13.2. Financial risks 32
1.13.3. Strategic risks 33
1.6. FINANCIAL DATA FROM 1.13.4. Intellectual property risks 33
THE CORPORATE FINANCIAL 1.13.5. Insurance and risk cover 33
STATEMENTS 22 1.13.6. Financial risks related to the effects of climate
1.6.1. Income statement 22 change 34
1.6.2. Balance sheet 22 1.13.7. The Company's low-carbon strategy 34
1.13.8. Information on the internal control and risk
1.7. HIGHLIGHTS 23 management procedures relating to the
1.7.1. Highlights of the financial year: Friendly takeover preparation and processing of accounting and
by Mannai Corporation 23 financial information Summary description of the
internal control 35
1.7.2. New Governance model 24
1.7.3. Dividends paid out following the Combined
General Meeting of May 22, 2017 24
1.14. SIGNIFICANT MATTERS LIKELY TO
IMPACT A TAKEOVER BID 41
1.7.4. Continued roll-out of the Group’s development
strategy 24
1.8. OTHER INFORMATION 25
1.8.1. Subsidiaries and shareholdings – Inventory of
marketable securities 25
1.8.2. Five-year results summary 25

1 PRESENTATION OF THE GROUP AND ITS BUSINESS
General overview of the business
1.1. GENERAL OVERVIEW OF THE BUSINESS
1.1.1. Group performance: growth in revenue and EBITDA (1)

Group revenue for the 2017 financial year totalled 1,131.9 million plans, with a resulting significant turnaround in sales. On the basis of
euros, up 11.5% compared to the previous financial year. On a exactly the same calendar as last year, we posted 7.7% organic growth
like-for-like consolidation scope and exchange rate basis, the in the fourth quarter. At the same time, France has continued to
Company grew by 2.0, including 0.4% in France and 9.1% in the develop business in the Digital, Outsourcing, Omni-commerce,
international market. Migration and proprietary software markets. These efforts were
rewarded with significant contracts in Omni-commerce and larger
EBITDA was 88.2 million euros versus 80.1 million euros in 2016. It
market shares with key accounts.
was up by 10.1% and represented 7.8% of revenue. The Group’s
operating margin was 69 million euros, i.e. 6.1% of revenue compared
with 61.7 million euros in 2016, an increase of 11.8% in value terms. INTERNATIONALLY: REVENUE UP, SUCCESSFUL
INTERNATIONAL EXPANSION
IN FRANCE: REVENUE INCREASE Revenue for the year soared by 58.2% to 289 million euros, with
Revenue in France rose 1.2% (0.4% on an organic basis) to 842.9 organic growth of 9.1%. International activity accounted for 25.5% of
million euros (74.5% of Group revenue in 2017). It is worth sales compared with 18.0% the previous year, in line with the Group’s
remembering that growth in France reflects an adverse calendar goal of stepping up its international expansion. Note that in 2016 the
effect, with two fewer working days than in 2016, and the expected Group acquired the entities Impaq, Efron and Roff.
fall-off in activity on the 3SI outsourcing contract, signed in 2016. At 20.8 million euros, the operating margin accounted for 30.1% of
Restated for this impact, organic growth would have been 3.0%, total consolidated operating margin and represented 7.2% of total
instead of 0.4%. revenue, compared with 6.8% in the prior year. This organic growth
Profitability in terms of EBITDA and operating margin declined very and the very significant improvement in operating margin
slightly, by 0.2 point. The contraction was due in part to recruitment demonstrate the Group's capacity to consolidate and develop new
difficulties in the first half, which dampened growth and increased our activities in new geographies.
use of subcontracting. Hence, we powered ahead with our hiring
1.1.2. 9.1% Growth in operating income and 16.2%

growth in net income
Operating income came out at 55.8 million euros, up 9.1% on 2016. Net income grew by 16.2% to 37.3 million euros while the diluted
Higher restructuring costs meant that growth in operating income was earnings per share rose from 0.49 euro in 2016 to 0.56 euro in 2016.
slightly lower than the increase in operating margin.
1.1.3. Workforce
At December 31, 2017, the Group had 14,800 employees, including 9,800 in France.
(1) EBITDA: Operating margin excluding non cash items.

PRESENTATION OF THE GROUP AND ITS BUSINESS
Geographical zones
1.2. GEOGRAPHICAL ZONES

1
Summary by geographical zone
Following the acquisitions of Efron, Roff and Impaq in 2016, management reorganised the Group's geographical zones creating two new
geographical zones: Latam and Rest of the World.
Rest
of the
(in thousands of euros) 2017 France Spain Portugal LatAm Belux Switzerland Poland Africa World
Revenues 1,131,874 842,860 126,992 76,706 15,670 27,464 9,734 15,914 12,668 3,866
Operating margin 68,994 48,234 6,623 7,845 694 1,728 398 2,897 423 152
Operating marginb % 6.1% 5.7% 5.2% 10.2% 4.4% 6.3% 4.1% 18.2% 3.3% 3.9%
Rest of
the
Revenues 1,015,415 832,182 102,989 30,378 n/a 23,950 2,060 13,360 10,496 n/a
Operating margin 61,733 49,300 5,370 2,948 n/a 1,150 (465) 2,360 1,070 n/a
Operating margin % 6.1% 5.9% 5.2% 9.7% n/a 4.8% (22.6)% 17.7% 10.2% n/a
Rest of
Variation the
(in thousands of euros) 2017/2016 France Spain* Portugal* LatAm Belux Switzerland* Poland* Africa World
Revenues 116,459 10,678 24,003 46,328 15,670 3,514 7,674 2,554 2,172 3,866
In % 11.5% 1.3% 23.3% 152.5% n/a 14.7% 372.5% 19.1% 20.7% n/a
Operating margin 7,261 (1,066) 1,253 4,897 694 578 863 537 (647) 152
In % 11.8% (2.2)% 23.3% 166.1% n/a 50.3% (185.6)% 22.8% (60.5)% n/a
* The difference in the scopes of Spain, Portugal, Switzerland and Poland is due to geographical zones.
1.2.1. France
In 2017 France returned to growth in the fourth quarter and ended the Our successes during the year are reflected in the quality of our
year brilliantly with 7.7% organic growth, on the basis of the same business indicators. At December 31, 2017 the order book was 22.4%
calendar as the previous year. higher and the weighted pipeline (1) was up 13.3%, while the 12-month
year-on-year book-to-bill ratio was 1.35.
Full-year organic growth was 0.4%, despite an unfavourable calendar
effect (two fewer working days than in 2016). At December 31, 2017, the main indicators remained at the previous
year's high levels.
Moreover, restated for the expected impact of the 3SI outsourcing
contract on e-commerce, organic growth would have been 3.0%
instead of 0.4%.
(1) Weighted pipeline: Set of potential cases weighted by chance of winning.

Presentation of the Group
1.2.2. International
Internationally, revenue for the year increased by 58.2% to 289 the 8.7% organic growth in existing business. Revenue in Spain
million euros, with organic growth of 9.1%. remained stable overall, notwithstanding the impact of an
unfavourable calendar effect (one less working day than in 2016).
Iberia-Latam (19.4% of revenue): generated 57.3 million euros in
fourth-quarter revenue, a 15.8% increase. This robust growth shows Northern and Eastern Europe (4.7% of revenue): sustained 17.2% in
the momentum of the local activities, notably in Portugal, where fourth-quater organic growth driven by a strong performance in
growth was 46.1% on the acquisition of Roff in November 2016 and Poland and the success of outsourcing in Telecoms.
1.3. PRESENTATION OF THE GROUP
1.3.1. Six Business Lines

Gfi Informatique is a major player in value-added IT services and Software, which strengthened its international positioning in 2016 following the
acquisition of Impaq in Eastern Europe, Efron in Spain and South America, and Roff in Portugal, South America and Angola. It occupies a unique
strategic position between global operators and niche providers. With its profile as a multispecialist, the Group provides its customers with local
service, combined with sector-based organisation and industrial quality solutions. The Group has grown considerably by using its skills and
expertise in five Business Lines.
Group revenue per Business Line
4% 10%
Consulting Business Solutions
7%
SAP
12%
Software
26% 41%
Infrastructure Application Services
services & Outsourcing
Business Application Infrastructure

At December 31, 2017 Total Consulting Solutions Services Services Software SAP
Revenue per Business Line (in
millions of euros) 1,131.9 47.2 113.8 467.7 293.7 129.3 80.2

Consulting Application Services

The Consulting Business Line assists Gfi Informatique’s clients to
improve their performance. The Consulting team intervenes in large
The Application Services Business Line covers the entire software life
cycle: from design and development, through to integration, testing 1
transformation projects regarding customers Information System and maintenance.
dimension.
To help clients take up the challenge of digital transformation,
Its goal is to help Gfi Informatique’s clients deploy their strategy and Applications Services offers a comprehensive and integrated approach
assist them in their projects of transformation as digital structured around four complementary priorities:
transformation. The Consulting Division is the spearhead of the Gfi
Informatique Group’s sector-based approach. Its main areas of
• urbanisation and new service-oriented architectures: SOA, API,
micro services, data management;
involvement are the banking, insurance, public and industrial sectors,
providing project management and project ownership assistance • increased verticalisation of systems and specifically tailored
services. methods (end-to-end digital): "agile" methodologies and DevOps,
migration to cloud computing;
The Consulting Business Line approaches the client’s need with an
overview of its strategic trade, processes and the transformation • systems modernisation: replatforming, technical migration of
legacy systems;
required. Its consultants help translate these requirements into
operational solutions by providing know-how on the organisational • beefed up systems and data security: security by design, data
and operational roll-out of solutions, and by proposing composite protection, cybersecurity.
solutions to support the transformation. The Business Line also provides clients with powerful industrialisation
The Consulting Business Line's habitual areas of expertise are project tools and greater capacity to increase cost effectiveness:
management assistance in the banking sector, operational • national services centre, nearshore services centre in the eurozone
effectiveness, IS governance, steering complex programmes, and in North Africa;
performance and competitiveness, management programme, asset,
• process and method reengineering, lean IT;
risk and legislation management, and the extended supply chain.
• automation of development and testing tasks and processes;
Its consultants have different backgrounds and provide appropriate
and adapted solutions to the challenges facing them. They have
• capitalisation and management of functional and technical
knowledge of IT assets.
developed methodologies and pragmatic and proven approaches
based on best practices. They are reactive and accustomed to It also develops and integrates comprehensive full-digital information
methods implemented on structural projects on Information System, systems in line with its clients' changing business models and to
they work closely with Gfi Informatique’s clients to speed up the support innovation:
attainment of results. • accelerated processes through integrated and innovative solutions
and platforms: portals, mobility, bpm, crm;
Business Solutions • integration of data collection and mining: business intelligence, big
The Business Solutions, Business Line, includes functional and data, smart analytics, IoT;
technical expertise concerning the main ERP software companies, • development of business-specific applications using cutting-edge
Oracle E-Business Suite, Sage X3, and JD Edwards, HRIS solutions such technologies and methods.
as HR-Access and PeopleSoft and Business Intelligence solutions
(Business Objects, Cognos, Informatica, etc.). Infrastructure Services and Outsourcing
It also includes the Microsoft centres of expertise (SharePoint, Office The Infrastructure Services Business Line is for its clients the IT
365, CRM), e-business (Liferay, ATG, Alfresco, etc.) and Innovation production promoter enabling their digital transformation.
(social networks, mobility, etc.).
Companies have an array of challenges and needs when it comes to
The skills of our consultants cover the whole market, from large digital transformation: more agility, shorter time to market, optimised
accounts to SMEs, as well as different branches of industry in which finances, more reliable production in complex and diverse
vertical solutions (services, pharmaceuticals-chemicals, consumer environments, combined with tighter security and compliance rules.
goods, etc.) are developed and implemented. Know-how also takes To meet these requirements, Gfi Informatique offers governance and
the form of integration projects such as third-party application optimisation solutions for IT processes, software production and
maintenance, third-party acceptance testing or even outsourcing. infrastructures. Our solutions aim to provide clients with new delivery
The Group has developed a SAGE skill centre (Gfi CCS) which can models, incorporating technological and operating innovations for
operate SAGE ERP X3 in standard, in SaaS or hosted mode, in cloud, DevOps, Cloud Computing and IoT, and security solutions for their
indifferently. Gfi Informatique is also a partner with Oracle and an environments.
integrator of the Oracle e-Business Suite solution. It became the Gfi Informatique’s commitment is underpinned by our R&D and
leader on this ERP after acquiring the “JDE” activities of iORGA in consulting resources, teams certified in our partners' technologies,
France, Spain and Portugal in September 2014. specialised service centres in France, (Lille, Nantes and Lyon), Europe
(Lisbon) and Morocco (Casablanca). Gfi Informatique is an IT services
provider which applies the best practices. It has built strong
partnerships with major technology suppliers.

Having an experience of over 30 years, Gfi Informatique's model is systems based on dematerialisation, cloud, mobility, CRM, ERP trades,
geared towards enabling large-scale transformation projects as clients CCM and SIG.
restructure their organisation for the needs of digital transformation.
The Software Business Line's main function is to help its customers to
Our approach is built on four fundamental areas of expertise:
take their business to the next level by facilitating sharing of
• technological expertise spanning all market technologies: management information, leveraging business intelligence, ensuring
datacenters, systems, networks, applications and connected objects; compliance with legislation and continuously innovating.
• services expertise to provide consistent, end-to-end solutions; Our key reference:
• process expertise for predictive and agile industrial operations; • in France, all the General Councils and several hundred city hall
• transformation expertise: covering governance of transformation, administrations, over 3,000 clients in all, are equipped with Gfi
alignment with new uses of organisations, and technological Informatique solutions offering the widest functional coverage for
innovation as a driver of efficiency. human resources, financial management, local taxation, social
Our clients are key accounts, large government bodies, public service services, school transport, asset and infrastructure management, as
operators and mid-size companies who come to us with their IT well as GIS (Geographic Information Systems);
outsourcing needs as part of their multi-year transformation projects. • Gfi Informatique’s range of “Health and Social Action” solutions
makes the Group the partner of over 40,000 users every day. In the
Gfi Informatique is positioned to support clients for major change
health sector more than 20,000 hospital beds and over 6 million
projects as they migrate to Cloud Computing and Fast IT/Devops
patient files are managed every year;
models to accelerate digitisation of IT organisations. Our positioning
covers a range of dimensions: consulting, to revamp major operating • Gfi Informatique’s range of solutions in the insurance field provides
processes while guaranteeing consistent end-to-end service provision; savings, personal protection insurance and Retirement simulations
integration of market technologies, especially our major partners' for a segment of the safety net savings market, and offers back
technologies (AWS, Microsoft, CA Tech, RedHat and Citrix); office management which mainly addresses the Tier 2 insurance
outsourced IT environment management, including IAAS market with over 40 clients;
(Infrastructure as a Service), PAAS (Platform as a Service) or SAAS • thanks to its team of 220 experts and its Chronotime time range
(Software as a Service); and support for client organisations to with over 1,700 clients, Gfi Informatique is the leader in the supply
manage the far-reaching changes these models involve. of solutions and services to companies for time management,
activities management and human resources planning;
Software • with the Bdoc suite range, Gfi Informatique gives companies the
From its position as a key player in the public sector with local ability to create, harmonise and manage cross-media customer
authorities and government departments and the private sector communication in an interactive and personalised way, in real time.
through its time management offers and solutions in the insurance Gfi Informatique’s business is international, with references in
field, Gfi Informatique has accelerated the growth of its Software Europe, the United States, Africa and the Middle East representing
Business Line through the acquisitions of ITN (Insurance and Finance) 25% of the 230 key accounts having chosen this solution.
in June 2014, the Ordirope group (Distribution) in June 2015, Business
Document (CCM) in September 2015, and the Impaq group in March SAP
2016, thus becoming a multi-sector trade publisher. The SAP Business Line now has more than 1,000 consultants within
This strong growth is also supported in particular by an international the GFI Group striving to achieve regional coverage.
development programme. Gfi Informatique intends to distribute its With a strong presence in both France and Portugal, following the
Software systems in countries where it is already located (Portugal, acquisition of ROFF in 2016, the Business Line serves the Gfi
Spain, Belux, Switzerland and Morocco) and to speed up its growth in Informatique Group's key clients through unique solutions, combining
Africa. proximity and quality industrialisation (PSA, EDP, Givaudan).
It also has strong partnerships with the main players in the market The SAP Business Line is heavily invested in vertical integration
such as Microsoft, SAP, Orange, Oracle and TCS. proposals to promote digital transformation (Industry 4.0, ERP Cloud,
The Software Business Line offers innovative solutions to assist its Retail, Agribusiness) targeting intermediate-sized enterprises.
clients in their digital transformation through its range of Software

Internationally, by capitalising on its positions in Morocco, Brazil and For its own transformation, the Gfi Group also decided to overhaul its
Mexico, the SAP Business Line is pursuing a strategy focused on both management system using SAP's Public Cloud solutions (S/4 HANA
growth and the development of its products and services in
French-speaking Africa and in Latin America.
and SAP Cloud Platform) in order to become a leader for this new
model.
1
This business strategy is based on securing new growth markets in
Eastern Europe and the Middle East, with a historic presence in Asia in
Singapore, thus ensuring 24/7 coverage.
1.3.2. Six sectors

Gfi Informatique has chosen to develop a strategy based on a sectoral approach. Six major sectors have been identified at the Group level. This
responds to new market requirements which are increasingly oriented towards trade knowledge, beyond technological expertise. This organisation
is also based on the progression in the value chain, by providing new structured offerings for each sector.
Group revenue per sector
16% 30%
Distribution Services Banking Finance
Insurance
16%
10%
Industry
Energy Utilities
Aerospace/Transport
Chemicals
16% 12%
Public Sector Telecom Media
Entertainment
Banking Industry Energy Telecom

Finance Distribution Aerospace Utilities Public Media
At December 31, 2017 Total Insurance Services Transport Chemicals Sector Entertainment
Group Revenue per Sector
(in millions of euros) 1,131.9 333.9 183.2 176.2 117.0 182.2 139.4

Banking-Finance-Insurance – (BFI) In recent years, several hundred priority ICT projects have been
implemented to help the process of state modernisation:
Gfi Informatique is a long-standing partner of leading players in the
banking, financial markets, insurance, retirement savings, and welfare • in the trade expertise field: oversight, financial management,
protection sectors. Gfi Informatique works on many industrial projects HR/time and activities management, collaboration, social action,
every year (third-party application maintenance, development, school transport, health;
outsourcing, consulting and PMA, Software packages), making it one • in relation to technology offers: Gfi Software solutions,
of the sector’s leading companies. dematerialisation, ERP integration, BI, cloud open source, testing,
mobility, GIS.
The offers target the major business challenges facing clients in France
and Europe today: At the same time, territorial authorities and health and medical social
organisations are modernising with a significant growth in digital such as:
DIGITAL MODERNISATION CHALLENGE
• intelligent cities by managing the relationship between the citizens
Gfi Informatique’s goal is to ensure that its clients’ digital projects and technologies, via connected objects, Wi-Fi hotspots and video;
succeed (speed of design and manufacture, parallel tasks, joint trade
and IT work, etc.), which requires new resources and a new approach
• digital health territories providing the link between professionals,
the health organisation and the patient;
to respond to the challenges of time-to-market and increased
differentiation, with the following services: • management of social action and service to the person at the
departmental level by putting payers, beneficiaries and service
• design of new customer routes; providers into contact with each other.
• accelerated design and development of mobile solutions – mobile,
tablet, connected objects; Telecom-Media-Entertainment – (TME)
• development of solutions for in-depth customer knowledge; With its multidisciplinary teams, Gfi Informatique is a preferred
• implementation of 100% digital solutions, including Artificial partner for telecommunications operators, equipment builders and
Intelligence and Robotic Process Automation (RPA); telecommunication and media solutions. The Group offers a set of
• design and implementation of digital brand and communication plans; solutions in response to its clients’ needs:
• re-urbanisation and securing of IT systems; including application • reduction in time-to-market;
modernisation and mainframe replatforming. • reduction in the cost and complexity of the IS/network;
IS INDUSTRIALISATION CHALLENGE • improvement in customer knowledge and quality of service;
Gfi Informatique’s goal is to help its clients obtain margins of • innovation in new services (NFC, M2M, Innovative interfaces,
manoeuvre (less RUN more BUILD), to refocus their in-house IT teams Cloud, Xaas, etc.).
on urgent or critical projects, to better manage spikes in demand, and Gfi Informatique has gone beyond its mastery of generalist IT trades
to shorten lead times by: to position itself on strategic domains with integration and
• setting up dedicated platforms inside Gfi Informatique’s network maintenance offers:
of service centres (France and Europe), to manage development • use of Big Data and BI technologies to create customer loyalty,
maintenance and application approval works, to supervise manage fraud, steer sales, ensure revenue;
production, packaging and approval infrastructures, and to design
and approve functional project ownership;
• manage the Order to Cash processes of B2C and B2B operators:
CRM, Order Management, Billing, services activation;
• providing a complete product and service offering of Software
• management of networks and services of telecommunication
packages for the insurance and asset management sectors as well as
operators on traditional and virtualised networks;
to combat money laundering and fraud, providing a credible and
effective alternative to in-house applications: ITN’s Cléva, BDoc by • development of innovative portals and interfaces: content
Business Document, Cogit from Techmind, and kdprevent by Impaq, management, self-care, social networks and mobility;
with additional integration and outsourcing services. • as well as the offers of services to infrastructures aiming to
optimise the infrastructure investment via the cloud as well as the
Public Sector – (PS) IS operating costs through its production integration skills.
Simplifying administrative tasks and improving public efficiency have
become major concerns for national government, local authorities and
Aerospace-Transport-Industry – (ATI)
public bodies. The automotive and industrial equipment market is continuing to
The networking of the Public Sector has become obligatory. adapt to cost pressure, in a context of increased competition,
E-administration, Public Sector performance, cost-cutting and the globalisation, and a triple challenge: digital developments, electric
opening and securing of Information Systems are key components in cars, and self-driving cars. Gfi Informatique’s Aerospace customers
the modernisation of public services. need to guarantee production rates. Transport operators are
undergoing complete transformation.

Thanks to PLM, Gfi Informatique allows industrialists to control the Energy-Utilities-Chemicals – (EUC)
product life cycle from design to maintenance. Its SLM solutions
improve how product-client interactions are managed by designing
services upstream. Gfi Informatique’s Usine 4.0 makes manufacturing
The Energy-Utilities-Chemicals sector has now entered a major
transformation cycle. The challenges of the energetic transition and 1
processes more efficient and flexible. the digital transformation of uses and services are reflected in major
investments.
Gfi Informatique also wants to increase the customer base for its own
clients and create customer loyalty by supplying tools to improve the The global presence of respected French companies amongst the
customer experience. major energy and water suppliers has given Gfi Informatique a great
many references in the sector.
Its high-level standardisation (services centre, TMA) is an effective
response to the desire to cut IT costs. Gfi Informatique’s offering includes:
Gfi Informatique is taking an innovative stance with “intelligent • management of technical production, transport and distribution
transport” to improve infrastructure management by reducing assets, industrial maintenance, intervention management, technical
pollution and improving traveller information. mobility, PLM;
• customer relationship management: invoicing, call centre,
Distribution-Services – (DS) multichannel, e-business, and the development of services;
This is a fast-growing vertical sector within the Gfi Informatique • Smart Grid and optimisation: smart metering and intelligent
Group which is particularly open to innovations and digital solutions. networks, optimisation of energy systems, upstream-downstream
The following are cited from amongst the Group’s offers: optimisation;
• omni-commerce solutions: frontal, multichannel, cross-channel,

• operating performance: with optimisation of support functions, IT
cost cutting, shared service centres;
mobility;
• an integrated ERP Software solution for Hypermarkets (Ordirope
• dedicated software system offer: customer management and
invoicing of collective services, GIS.
Minos);
Gfi Informatique has recognised know-how in integrating market ERPs
• a capacity to integrate and optimise all the Information System
in the chemistry and pharmaceutical domain.
components of the supply chain.
A “communicative business” offering allows a combination of Internet
services, community portals and collaborative platforms.

Simplified Group organisation chart at March 20, 2018
1.4. SIMPLIFIED GROUP ORGANISATION

CHART AT MARCH 20, 2018
NORTHERN AND
FRANCE SOUTHERN EUROPE EASTERN EUROPE
GFI INFORMATIQUE SPAIN BELUX
GFI PROGICIELS GFI PSF

(100%) GRUPO CORPORATIVO
GFI INFORMATICA SA (100%)
(100%)
ITN CONSULTANTS GFI NV
(100%)
ROFF ESPAÑA (100%)
INDEPENDIENTES SA
GFI INFOGEN SYSTEM (100%)
GFI BENELUX
(100%) (100%)
GFI NORTE
BUSINESS DOCUMENT (100%)
(100%) SWITZERLAND
GFI INFORMATIQUE GFI LEVANTE

PRODUCTION (100%) GFI INTERNATIONAL
(100%) (100%)
SAVAC
GARSYS (1) (100%) ROFF SUISSE
(100%) (100%)
GFI CATALUNA
(100%) IMPAQ AG
GFI CIS (100%)
(70%)
GFI INFORMATIQUE PORTUGAL

AUSTRIA
TÉLÉCOM
(100%)
GFI PORTUGAL GFI OSTERREICH GmbH
GFI BT (100%)
(100%)
(100%)
ROFF CONSULTORES
COGNITIS France INDEPENDENTES SA POLAND
(100%) (100%)
ADDSTONES ROFF SDF Lda IMPAQ Sp Z.o.o

(100%) (100%) (100%)
GFI IES ROMANIA

(100%)
METAWARE IMPAQ ADDSTONE SRL

TECHNOLOGIES (100%)
(98%)
NOVULYS ENGLAND
(65%)
AWAK’IT IMPAQ UK
(100%) (100%)
ROFF FRANCE SWEDEN

(100%)
RNIC INDEPENDENT
CONSULTANTS AB
(100%)

EMEA AND
AFRICA LATAM NORTH AMERICA EASTERN ASIA
MOROCCO MEXICO USA DUBAI
GFI MAROC OFFSHORE ROFFMEX BUSINESS

DOCUMENT INC GFI INFORMATIQUE
(100%) (55%)
(100%) BRANCH (4)
HOLDING GFI MAROC GFI INFORMATICA

(100%) MEXICO SA DE CV EFRON CONSULTING INC
(100%) (100%) SINGAPORE
GFI INFORMATIQUE
MAROC GESFOR MEXICO
(100%) SA DE CV (5) ROFF SINGAPORE (2)
(100%)
(100%)
ROFF NCA SARL
(100%)
ADDSTONE SAS BRANCH
COLOMBIA
TUNISIA
GFI INFORMATICA
COLOMBIA
(100%)
GFI TUNISIE (3)
(100%)
BRAZIL
CYNAPSYS (5)
(100%)
ROFF BRASIL
(100%)
IVORY COAST
ANGOLA
SOMAFOR
ROFFTEC RCI
ANGOLA
(100%)
ROFF CONSULTING AFR The simplified organisation chart presents the Group's main operating companies.
(100%) A complete list of the Group's subsidiaries at December 31, 2017 is presented in Note 23 of the consolided
financial statements.
ANGOLA
(1) May 2017: Acquisition of the company Garsys France
(2) July 2017: incorporation of company named Roff Singapore in Singapore
(3) August 2017: Acquisition of the company Garsys Tunisie and change of the corporate name to Gfi Tunisie
ROFFTEC ANGOLA (4) September 2017: Incorporation of a Branch Gfi Informatique in Dubai
(100%) (5) February 2018: Acquisition of the Cynapsys Group in Tunisia and acquisition of the Gesfor Group in Mexico

Financial data from the consolidated financial statements
1.5. FINANCIAL DATA FROM THE

CONSOLIDATED FINANCIAL STATEMENTS
1.5.1. Income statement and financial position

The consolidated financial data on 31 December 2017 are • operating income totalling 55.8 million euros, an increase of 9.1%;
characterised by: • net income totalling 37.3 million euros, an increase of 16.2%.
• solid growth, an increase in operating margin and successful
international expansion;
• revenue totalling 1,131.9 million euros, an increase of 11.5%;
CONSOLIDATED SUMMARY INCOME STATEMENT AND FINANCIAL POSITION
Income statement (in millions of euros) 2017 2016 Change

Revenues 1,131.9 1,015.4 116.5
OPERATING MARGIN 69.0 61.7 7.3
Operating margin % 6.1% 6.1% 0 point
Amortisation of assigned intangible assets (2.4) (1.9) (0.5)
Restructuring costs (7.5) (5.6) (1.9)
Gains (losses) on disposals (0.0) 1.0 (1.0)
Goodwill impairment losses - - -
Other operating income and expenses (3.2) (4.1) 0.9
OPERATING INCOME 55.8 51.1 4.7
Income from cash and cash equivalents 0.1 0.1 0
Cost of gross debt (3.9) (3.3) (0.6)
NET COST OF DEBT (3.9) (3.2) (0.7)
Other financial income (expenses) (1.3) (1.1) (0.2)
Income tax expense (13.3) (14.7) 1.4
NET CONSOLIDATED INCOME 37.3 32.1 5.2
o/w attributable to owners of the Group 37.1 32.2 4.9
o/w non-controlling interests 0.2 (0.1) 0.3
Diluted Earnings per share (in euros) 0.56 0.49 0.07
Consolidated statement of financial position (in millions of euros) 2017 2016 Change
Goodwill 283.1 280.9 2.2
Fixed assets 102.6 96.8 5.8
Current and non-current assets 533.5 489.1 44.4
Cash 29.7 28.9 0.8
TOTAL ASSETS 948.9 895.7 53.2
Net equity - attributable to owners of the Group 321.1 300.6 20.5
Non-controlling interests 0.9 0.0 0.9
Borrowings (current and non-current) 167.8 130.2 37.6
Current and non-current liabilities 451.9 442.6 9.3
Financial liabilities and current provisions 7.2 22.3 (15.1)
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 948.9 895.7 53.2

Financial data from the consolidated financial statements
1.5.2. Cash flow and debt

1
Consolidated cash flow statement (in millions of euros) 2017 2016
Operating cash flow 73.3 67.9
Tax paid (14.1) (12.1)
Change in WC requirement (35.5) (22.2)
Net cash from operating activities 23.7 33.6
Net cash from investing activities excl. business combinations (31.3) (34.6)
Net cash linked to business combinations investments (15.2) (49.2)
Net cash from investing activities (46.4) (83.8)
Repurchases and sales of treasury shares (0.1) 0.2
Dividends paid (10.0) (9.9)
New borrowings 10.3 50.0
Repayment of borrowings (15.4) (6.5)
Interests paid (3.6) (3.1)
Change in factoring drawdowns and other 21.4 3.5
Net cash from financing activities 2.6 34.2
Effect of changes in foreign exchange rate (0.4) 0.1
Change in cash and cash equivalents (20.5) (16.0)
OPERATING CASH FLOW UP 7.9% - NET At 35.5 million euros, the change in working capital requirement is
DEBT/EQUITY RATIO AT 43% higher than last year, reflecting the very considerable increase in trade
receivables on robust sales growth in the fourth quarter.
Operating cash flow after debt costs and tax was up by 7.9% to 73.3
million euros. The Group ended the year with a gearing of 43% and a net debt to
EBITDA (1) ratio that positions us for external growth transactions, if
Investment flows (CAPEX and external acquisitions) were 46.4 million the opportunity arises.
euros compared to 83.8 million euros last year, i.e. a reduction of
37.4 million euros.
FINANCIAL DEBTS PAYMENT SCHEDULE
maturities and
(in thousands of euros) 31.12.2017 2018 2019 2020 2021 refinancing beyond
Bond issue 24,885 - 24,885 - - -
Bank loans 80,495 24,027 27,971 28,085 115 297
Finance lease obligations 124 124 - - - -
TOTAL 105,504 24,151 52,856 28,085 115 297
OTHER
The Group also has credit facilities with factoring institutions in France, Spain and Portugal, as well as bank overdrafts and lease financing. Details
can be found in Note 6 to the consolidated financial statements.
(1) EBITDA: Operating margin excluding non cash items.

Financial data from the corporate financial statements
1.6. FINANCIAL DATA FROM THE CORPORATE

FINANCIAL STATEMENTS
1.6.1. Income statement
MAIN ITEMS OF PROFIT & LOSS STATEMENT
(in millions of euros) 2017 2016

Revenues 684.3 682.1
Operating results 13.2 19.1
Financial result 9.5 5.3
Profit on ordinary activities before taxes 22.7 24.4
Extraordinary income (loss) (6.8) (8.0)
Net profit after tax 24.1 23.2
Total operating income was up by 0.3%, from 694.8 million euros in external growth operations for 1.8 million euros, as well as rental
2016 to 697 million euros. Total operating costs raised by 1.20% from expenses of 0.7 million euros on vacant offices. Note 16 to the
675.7 million euros in 2016 to 683.8 million euros. Operating income corporate financial statements shows all of the components.
slipped 31% to 13.2 million euros, from 19.1 million euros in 2016.
The tax Group agreement implemented allows the Company to
The financial result is positive at 9.5 million euros compared with 5.3 benefit from net integration proceeds of 2.1 million euros. The
million euros in 2016. In financial income, dividends received from Company applied for research tax credits for 2017 totalling 5.8 million
subsidiaries amounted to 10 million euros. Note 15 to the corporate euros. These two components contributed to tax proceeds of 7.9
financial statements show all of the components. million euros. Note 18 to the corporate financial statements show all
of the components.
The 6.8 million euros extraordinary loss (8.0 million euros in 2016)
includes restructuring costs for an amount net of reversals on Notes 11 to 18 to the corporate financial statements (see chapter 6)
provisions of 3.7 million euros, the costs related to the Group's outline the main headings of the income statement.
1.6.2. Balance sheet
SUMMARY BALANCE SHEET
(in millions of euros) 2017 2016 2017 2016

Intangible assets and property,
plant and equipment 130.9 130.5 Equity - profit for the year 293.4 278.3
Non-current financial assets 225.9 210.3 Provisions 0.9 2.8
Bond issue
and financial debts 191.3 122.9
Current assets 375.1 339.2 Operating liabilities 211.2 234.3
Other - regularisation 0.7 0.8 Other - regularisation 35.8 42.5
TOTAL LIABILITIES AND
TOTAL ASSETS 732.6 680.8 SHAREHOLDERS EQUITY 732.6 680.8
Notes 1 to 10 to the corporate financial statements (see chapter 6) outline the main headings of the assets and liabilities.

Highlights
1.7. HIGHLIGHTS
1
1.7.1. Highlights of the financial year: Friendly takeover
by Mannai Corporation
SIGNING OF AN AMENDMENT TO THE • then in July 2017, the sale of Gfi Informatique's shares held by
SHAREHOLDERS' AGREEMENT BETWEEN Boussard & Gavaudan (17% of the share capital and voting
MANNAI CORPORATION, APAX AND rights) under the same terms;
BOUSSARD & GAVAUDAN - SUMMARY • the "Second Block" represents the remaining stake, i.e.
approximately 15% of the share capital and voting rights (also on a
On April 8, 2016, a shareholders' Agreement was entered into to
diluted basis) which is expected to be sold at a price per share of
constitute shareholders acting in concert regarding Gfi Informatique
8.50 euros in Q2 2018, following the shareholders General Meeting
(hereinafter "shareholders' Agreement"), between i) BG Master Fund
called to approve the 2017 financial statements and the ex-dividend
plc, Boussard & Gavaudan Holding limited, and BG Select
date, subject to applicable regulatory authorisations.
Investments Limited (Ireland) (hereinafter "Boussard & Gavaudan"), ii)
Itefin Participations, Altamir, and FPCI Apax France VII (hereinafter
"Apax"), and iii) Mannai Corporation QPSC (hereinafter "Mannai COMPLETION OF THE SALE OF GFI
Corporation"). INFORMATIQUES SHARES HELD BY ITEFIN
This shareholders' agreement was the subject of a notice from the PARTICIPATIONS AND
Autorité des marchés financiers published on April 15, 2016, no. BOUSSARD & GAVAUDAN
216C0904, whose main clauses can be accessed on the Autorité des TO MANNAI CORPORATION
marchés financiers website, www.amf-france.org. On June 19, 2017, Itefin Participations which held approximately
An Amendment to say shareholders' Agreement was entered into on 18.5% of Gfi Informatique's share capital and voting rights, completed
May 10, 2017 and filed with the Autorité des marchés financiers (AMF) the first sale of 8,063,789 shares to Mannai Corporation, i.e.
on May 16, 2017 and published on May 18, 2017 under number approximately 12% of Gfi Informatique's share capital and voting
217C0991. This Amendment provides for (i) the implementation of Gfi rights, in compliance with the commitments made upon signing the
Informatique's new governance and (ii) the procedure for the transfer Amendment to the shareholders' Agreement.
of Apax's shares (via Itefin Participations) and Boussard & Gavaudan's On July 10, 2017, Boussard & Gavaudan shareholders sold 11,231,313
shares to Mannai Corporation. shares namely (i) 8,702,227 Gfi Informatique shares held by BG Select
The main provisions of this Amendment are also available on AMF's Investments Limited (Ireland), and (ii) 2,529,086 Gfi Informatique
website www.amf-france.org. shares held by Boussard & Gavaudan Holding Limited, to Mannai
Corporation, making up approximately 17% of Gfi Informatique's
share capital and voting rights, in compliance with the commitments
THE ACQUISITION BY MANNAI CORPORATION made upon signing the Amendment to the shareholders' Agreement.
OF AN ADDITIONAL STAKE IN GFI
INFORMATIQUE
ALLOCATION OF GFI INFORMATIQUE'S SHARE
As part of the Amendment to the shareholders' Agreement on CAPITAL FOLLOWING MANNAI
May 10, 2017, Apax and Boussard & Gavaudan agreed to sell their CORPORATION'S ACQUISITION OF AN
shares to Mannai Corporation in the following manner:
ADDITIONAL STAKE
• the "First Block" represents 29% of Gfi Informatique's share capital
The breakdown of Gfi Informatique's share capital following
and voting rights (on a fully diluted basis):
completion of the disposals of Itefin Participations' and
• the off-market sale of Gfi Informatique's shares held by Itefin Boussard & Gavaudan's stakes is given in chapter 3 of this 2017
Participations (12% of the share capital and voting rights) in June registration document, in section 3.2 "Shareholding structure at
2017, at a price per share of 8.00 euros, December 31, 2017".

Highlights
1.7.2. New Governance model

In accordance with the commitments undertaken by the shareholders Meeting called to approve the financial statements for the year
acting in concert under the shareholders' Agreement and the ended December 31, 2019 to be held in 2020;
provisions of law no. 2011(103) of January 27, 2011 on gender balance • official cognisance of the resignation of Mr Patrick de Giovanni as
on companies' boards of directors and Supervisory Boards and gender director, non-replacement and appointment as an observer for a
equality (known as the Copé-Zimmermann law), the Gfi Informatique three-year term, until the end of the Ordinary General Meeting
shareholders General Meeting on May 22, 2017 voted on a new Board called to approve the financial statements for the year ended
of Directors and adopted the following motions: December 31, 2019 to be held in 2020.
• renewal of the term of office of Mrs Carolle Foissaud as a Company Following the renewal of the terms of office of Mrs Carolle Foissaud as
director for a three-year term, until the end of the Ordinary General a director for a three-year term, of Mr Gérard Longuet as an observer
Meeting called to approve the financial statements for the year for a three-year term, and the appointment as observers of Messieurs
ended December 31, 2019 to be held in 2020; Jean-Paul Lepeytre, Nicolas Roy and Patrick de Giovanni, also for a
• official cognisance of the expiration of the term of office as a director three-year term, the Board of Directors approved the new
of Mr Jean-Paul Lepeytre, non-replacement and appointment as an composition of the specialised Board committees during its meeting
observer for a three-year term, until the end of the Ordinary General of May 22, 2017.
Meeting called to approve the financial statements for the year The members of the specialised Board committees are appointed to
ended December 31, 2019 to be held in 2020; serve for a term to coincide with the terms of office of the directors
• official cognisance of the expiration of the term of office as a and observers, in accordance with the provisions of articles 1.1 of the
director of Mr Nicolas Roy, non-replacement and appointment as Internal Regulations of the Board of Directors approved on March,
an observer for a three-year term, until the end of the Ordinary 20th 2018.
General Meeting called to approve the financial statements for the
The new Governance of Gfi Informatique is set out in chapter 4 of this
year ended December 31, 2019 to be held in 2020; 2017 registration document in paragraph 4.1 "New Governance
• renewal of the term of office of Mr Gérard Longuet as an observer model".
for a three-year term, until the end of the Ordinary General
1.7.3. Dividends paid out following the Combined General

Meeting of May 22, 2017
After shareholder approval during the Combined General Meeting on Dividends distributed in cash amounted to 9,985,615.65 euros (after
May 22, 2017, the Company distributed a dividend of 0.15 euro per deducting 160,462 treasury shares), and were paid to shareholders on
share. May 30, 2017.
1.7.4. Continued roll-out of the Group’s development strategy
CONSOLIDATING OUR LEADERSHIP IN IS business and all their brands. These two companies together generate
INTEGRATION AND MANAGEMENT IN THE almost 450 million euros in sales through around 1,000 retail outlets
DISTRIBUTION AND FASHION SECTORS in some 20 countries.
The deal anchors us in a commanding position in the distribution and
On June 19, 2017, Gfi Informatique announced the signature of major
IS transformation contracts with Kidiliz and Tartine & Chocolat. The fashion industries, particularly with our OmniCommerce solution.
projects covered by the contracts extend across all areas of their

Other information
1.8. OTHER INFORMATION

1
1.8.1. Subsidiaries and shareholdings – Inventory of marketable
securities
The table of subsidiaries and shareholdings and the inventory of transferable securities are appended to the yearly corporate financial statements
under Note 23 of chapter 6.2.6 and in chapter 6.3.2 of this registration document.
1.8.2. Five-year results summary

The five-year results summary table is appended to the corporate financial statements in chapter 6.3.1 of this registration document.
1.8.3. Allocation of Gfi Informatique SA net income

The profit to be allocated comprises the following:
Source (in thousands of euros)

Profit for the year 24.104
Legal reserve 1.205
Intermediate balance 22.899
Previous carry-forward 46.986
Distributable profit 69.885
It is suggested that net earnings be allocated as follows:
Allocation of distributable profit (in thousands of euros)

To the shareholders, as dividends 9.985
Retained Earnings 59.900
TOTAL 69.885
The dividend to be distributed for the financial year is set at 0.15 euro per share. The dividends corresponding to shares held by the Company on
the dividend payment date will be allocated to retained earnings.

Other information
1.8.4. Dividends and dividend policy

The following dividends were paid in respect of the previous five financial years:
Years 2016 2015 2014 2013 2012

Number of shares at December 31 66,570,771 66,570,771 (2) 54,450,342 54,450,342 54,450,342
Par value (in euros) 2.00 2.00 2.00 2.00 2.00
Dividend per share (in euros) 0.15 0.15 0.10 0.10 0.06
NET AMOUNT PAID (IN EUROS) (1) 9,985,615 9,875,233 5,432,937 5,437,940 3,222,848
(1) Treasury shares held by the Company on the date of payment do not carry any entitlement to dividends.
(2) 66,570,771 shares were taken into consideration when calculating the dividends paid for the year ended on December 31, 2015, following the exercise of the 590,505 Bsaars by
Mannai Corporation on June 17, 2016 that generated a capital increase for the Company.
Within the framework of the Group’s main bank loan, the Group is subject to contractual limitations on its dividend payout policy (see Note 6.6
to the consolidated financial statements).
1.8.5. Supplier and clients terms of payment of Gfi

Informatique SA
(Article L. 441-6-1 of the French Commercial Code)
Trade payables and clients receivables are broken down by maturity as follows:
Article D. 441 I. 1: Invoices received and not paid Article D. 441 I. 2: Invoices issued not paid
on the closing date that are due for payment on the closing date that are due for payment
Total Total
91 days (1 day 91 days (1 day
(in thousands 0 day 1 - 30 31 - 60 61 - 90 and and 0 day 1 - 30 31 - 60 61 - 90 and and
of euros) (indicative) days days days more more) (indicative) days days days more more)
(A) Late payment tranches
Number
of invoices
concerned 1,941 3,856 6,772 1,833
Total of invoices
concerned,
including tax 30,253 4,316 3,806 641 1,728 10,493 127,748 14,913 2,746 1,169 4,282 23,112
Per cent of total
purchases for 2.96%
the financial
year, before tax 8.54% 1.22% 1.07% 0.18% 0.49% 354,231
Per cent of
revenue for the 2.85%
financial year,
including tax 15.73% 1.84% 0.34% 0.14% 0.53% 812,228
(B) Invoices excluded from (A) relative to bad debts or unrecognised debts and receivables
Number of
invoices
excluded 0 0
Total amount
of invoices
excluded,
including tax 0 0
(C) Reference payment terms (contractual or statutory, Article L. 441-6 or Article L. 443-1 of the Commercial code)
Payment terms
used to
calculate late
payments CONTRACTUAL CONTRACTUAL

Research and development
1.8.6. Acquisitions of stake and control during the year

1
In accordance with the provisions of article L 233-6 of the French Commercial Code, Gfi Informatique carried out the following acquisition of stake
during the year ended December 31, 2017:
Direct acquisition Total of the acquisition

of stake during 2017 stake on 31/12/2017
Acquiring Companies Acquired Companies % capital % voting rights % capital % voting rights
IN FRANCE
Gfi Informatique Entreprise
Solutions Garsys 100% 100% 100% 100%
INTERNATIONAL
Garsys Gfi Tunisie (1) 100% 100% 100% 100%
1 Gfi Tunisie: company formerly named Garsys Tunisie
1.9. RESEARCH AND DEVELOPMENT

Gfi Informatique's Research & Development strategy, one of the main • creating or modifying production means, optimising them, thereby
factors that set it apart from its competitors, is an integral part of the improving the margin, and managing knowledge in the Company;
Group's strategy. The Group’s Executive Committee, chaired by • cooperating closely with clients and even prospects to reposition
Vincent Rouaix, approves the major technological objectives to be set the Group on new markets;
by the Group.
• acquisition of equity interests in start-ups with significant growth
Gfi Informatique is today characterised by its ability, and readiness, to potential. The aim is to provide backing and Technical Angel advice
develop increasingly innovative products by focusing on an approach and guidance for R&D and strategic innovation to promote the
that delivers rapid results in terms of operational effects and where development and marketing of the "Innovations of the future".
the initiatives that are being taken have to lead, as quickly as possible,
The Innovation Department whose director sits on the Group’s
to the outcomes of such initiatives being placed on the market, and
Executive Committee instils these principles throughout Gfi
where blank spaces are prioritised.
Informatique, by means of:
The Group can, therefore, achieve multiple objectives, including that
of creating its own markets in terms of Business and Industrial
• the Gfi Lab, a team which creates and incubates new products some
of which are destined for industrialisation. It unearths new trends
Innovation.
and manages collaborative creation with Group clients. The Gfi Lab
Gfi Informatique’s goal of innovating even more intensely illustrates is also involved in upstream research phases, publishing articles for
the increased value of the Group, inspiring ideas of change and the scientific community and offering conferences. The Gfi Lab
spreading an “it’s possible” spirit of enterprise to all levels. covers Technology Readiness Levels (TRLs) 1 to 4 and works with
academic players such as the French national research centre
From an operational perspective, the Group’s R&D and Innovation
(CNRS) and university partners;
strategy centres around:
• the “Fablab” and the “Forge” (set up in 2016) are the organisations
• creating new products, different solutions to add new highly
that work on TRL phases above TRL 4. The Fablab follows a
profitable sources of revenue;
methodology laid down by Gfi Informatique to solve trade-specific
• identifying new uses, new products and new solutions, as far problems using functional and technical bricks designed by the Gfi
upstream as possible, to capitalise on the new areas found; Lab, by assembling and studying the related technological aspects in
order to optimise the possible marketing process. The Forge creates
the industrialisation conditions to achieve optimal marketing;

IT services market and outlook for the Group
• the different centre of expertise within the Group, key research and • Data Capture and Platform;
development players and innovation contributors; • Virtual, Augmented and Mixed Reality;
• a creative process which manages all the ideas and contributions of • Industry 4.0;
the 15,000 Group employees;
• Security;
• the Innovation committee, made up of members of the Group’s
Executive Committee and key persons involved in innovation and • Social Robotics.
R&D and innovation within the Gfi Informatique Group, periodically The Group's expenditure in 2017 in France on Research and
defines strategy investments and experiments. Development has been valued at 46.8 million euros and includes (i)
the amount invested by the Group in Research in 2016, and (ii) in
In 2017, research at Gfi Informatique focused on:
capitalised development costs.
• Artificial Intelligence;
When the conditions are satisfied, research tax credits are applied for.
• IOT and Ambient Intelligence;
1.10. IT SERVICES MARKET AND OUTLOOK

FOR THE GROUP
1.10.1. Market and trends

The sector expanded by 3.4% in 2017, a record high not seen since The outlook for 2018 confirms this trend, with expected sector growth
2011. Growth was powered by the large number of digital of 3.6% (4.5% in the Technology Consulting market, 3% in the
transformation projects and the provision of IT services (consulting, Consulting and Services market and 4.7% in the Software market).
integration, hosting, etc.).
It included growth of 4.2% in Technology Consulting, 2.9% in
Consulting and Services and 4.4% in the Software market.
1.10.2. Outlook for the Group

For 2018, while remaining attentive to the general economic transformation, further international expansion and beef up its
environment, the Group will draw on the progress made and a strong operating margin and net income.
balance sheet to accelerate growth, push ahead with its

Corporate Management – Human Resources
1.11. CORPORATE MANAGEMENT –

HUMAN RESOURCES 1
The law of July 12, 2010 known as Grenelle II, marking a national This takes the form of a specific report which is presented below in
commitment to the environment, and its implementing decree of chapter 2. However, this report does not contain the following
April 26, 2012 created an obligation for large companies to make information.
disclosures on the social and environmental consequences of their
activities and on their societal commitments to sustainable
development.
1.11.1. Employee profit sharing

Profit-sharing for the 2017 financial year in France totals 0.97 million These amounts are managed under an employee savings plan which
euros compared to 0.5 million euros the previous year. offers a choice of several Company investment funds (Fonds Commun
de Placement d’Entreprise - FCPE) with different investment purposes.
Note that no discretionary profit sharing plan is in force within the
Group.
1.11.2. Employee shareholders
COMPANY SAVINGS PLAN Offer initiated by Mannai Corporation, the “Gfi Informatique
Expansion” FCPE was closed to subscription.
An employee savings plan was set up in 1998 for all Group employees.
The Gfi Informatique Expansion employee share ownership fund was The Group’s Company savings plan offers employees the chance to
set up to purchase and manage shares in Gfi Informatique. This invest their shareholding during the vesting period, as well as their
Company investment fund obtained agreement No. 06985 of the voluntary savings.
Transactions Commission of the Stock Exchange on May 7, 1998. The At December 31, 2017, the “Gfi Informatique Expansion” FCPE held
FCPE is managed by Natixis Asset Management. 187,695 Gfi Informatique shares, representing 0.30% of the share
The FCPE “Gfi Informatique Expansion” has been the vehicle which capital.
held the free shares awarded to all employees under the Group’s
employee profit-sharing scheme.
AWARDING FREE SHARES
Following the decision of the Supervisory Board of the “Gfi
The Board of Directors’ report on free shares (see section 4.10)
Informatique Expansion” FCPE, on May 20, 2016, to tender all
contains details of all free share plans currently in force or which have
transferable Gfi Informatique shares to the Simplified Public Tender
been authorised by the General Meeting.

Subsequent events to the closing date
1.12. SUBSEQUENT EVENTS TO THE CLOSING

DATE
Acquisitions of Cynapsys and Gesfor around 1,250 highly trained employees, Realdolmen provides
strategic, tactical and operating services to over 1,000 clients in
Belgium and Luxembourg.
CYNAPSYS The transaction will deepen Gfi Informatique's footprint in Belgium
On February 6, 2018, the Gfi Informatique Group acquired the Tunisian and Luxembourg, in line with its international expansion strategy. It
group Cynapsys, a group of multi-specialist companies for French will draw on Realdolmen's management and employees to further
(service centres) and local clients in Tunisia and the broader African develop a platform for the Benelux.
market. Cynapsys was already a Group partner in some transactions in Gfi Informatique intends to focus on business continuity and will
North Africa. The Cynapsys Group posted revenue of €5 million with develop joint actions in services offerings by leveraging both
profitability in line with similar activities for the GFI Group. companies' skills and expertise.
It has a headcount of 150 people in France and Tunisia. The Cynapsys The proposed transaction is a voluntary and conditional takeover bid
group will be consolidated as of March 1, 2018. in cash for all outstanding shares and warrants of Realdolmen at a
price of 37.00 euros per share and an equivalent price per warrant.
GESFOR The proposed price gives a transaction value of around 196 million
euros. The offer will be conditional on Gfi Informatique obtaining
On February 22, 2018, Gfi Informatique acquired Gesfor Mexico S.A. more than 75% of Realdolmen's fully diluted share capital and more
de C.V., a Mexican company, and its subsidiaries. than 75% of the voting rights.
Gesfor's main business activity involves outsourcing technical Consistent with its fiduciary duties as directors and subject to review
assistance and application development services. It also conducts IT of the final bid prospectus, the bid has the unanimous support of
projects, with banks and financial institutions as its main customers. Realdolmen's Board of Directors. The Board of Directors will issue a
At September 30, 2017, the Gesfor Group had 440 employees, which formal response to the proposed takeover bid in a memorandum of
includes 400 IT consultants and around forty support staff members. reply in accordance with the applicable legal provisions.
In 2017, the Gesfor Group posted revenue of €12 million mainly in A group of entities and persons affiliated with the Colruyt family and
Mexico, including close to 80% in the banking sector. The acquisition QuaeroQ CVBA, long-term shareholders of Realdolmen that together
of the Gesfor Group represents a real opportunity for the Gfi Group, represent 21.94% of its share capital, have entered an undertaking
enabling it to acquire market share in Mexico and to strengthen its with Gfi Informatique to tender their shares for the bid. Realdolmen
commercial ties with leading banking customers that GFI already has will not tender its 3,192 treasury shares. After the close of the bid, Gfi
in Spain. Informatique intends to launch a simplified squeeze-out bid, if the
As a result, the Group increased its presence in Latin America where it conditions for such a squeeze-out bid are met.
posted cumulative revenue of €15.7 million in 2017. With the activities
of Efron and Roff in SAP, the Group posted revenue of more than €4.1 Financing: signing a syndicated loan agreement
million in Mexico before this transaction. subject to restrictions
Gesfor is expected to contribute profit as from 2018 and will be In the context of the friendly takeover bid on Realdomen, Gfi
consolidated as of March 1, 2018. Informatique signed a syndicated loan agreement on February 21,
2018, subject to the success of the takeover bid. The agreement
Proposed friendly takeover bid for Realdolmen provides for:
On February 23, 2018, Gfi Informatique and Realdolmen, a leading IT • a €200 million loan redeemable over five years (40% of the loan
services provider in Belgium and Luxembourg, announced the will be repaid on maturity) to finance the acquisition of
signature of a memorandum of understanding according to which Gfi Realdolmen;
Informatique committed to filing a voluntary and conditional takeover • bridge financing for €110 million to refinance the existing
bid for Realdolmen with the Belgian Financial Services and Markets syndicated loan and potentially the existing private placement also.
Authority (FSMA). The bid is a cash offer set at 37 euros per share, and This loan will be refinanced by a new private placement;
was filed on March 8, 2018 with the FSMA.
• a €50 million growth loan, redeemable over five years, which
Realdolmen is an independent ICT expert supporting clients through represents new sources of funds for the Group's acquisitions and
the complete ICT-lifecycle, combining support services in both investments;
infrastructure and applications with product offerings. Its main
divisions are IT & business consulting services and IT business support
• a five-year €50 million revolving credit to fund the Group's working
capital requirements.
with an especially strong presence in the upper range of SMEs. With

Risk factors
1.13. RISK FACTORS

1
The Gfi Informatique Group regularly reviews those risks that could relevance of the business model, Gfi Informatique considers that the
have a major negative effect on its business, its financial position, its main risks on the operating front are those connected to human
results or its ability to meet its targets. It does not consider that there resources and the performance of customer projects. They are the
are any other major risks apart from those presented below. Apart subject of continuing action plans.
from the strategic risk of competitive positioning and the loss of
1.13.1. Operational risks – Legal risks
HUMAN RESOURCES Mediation of issues that might arise, especially in the performance of
significant or difficult projects, could affect the Group’s credibility and
In a service business, which has to deal with the scarcity of certain image with its clients and, consequently, its ability to carry on or
skills and with new client needs, risks related to human resources are develop certain activities. In that event, an ad hoc crisis management
naturally of great importance. The performance of the hiring system policy would be carried out.
and of career and competency management, the stability of key roles,
and the sharing of Group culture and values are constant and
fundamental challenges. REGULATIONS
The Gfi Informatique Group is not subject to any particular regulations
CUSTOMER PROJECTS and its activities are not subject to any legal or administrative
authorisation, even for its international subsidiaries. Some sensitive
Gfi Informatique is involved in sometimes complex IT projects, either sectors in which its customers operate sometimes require specific
as a software publisher, an integrator of proprietary solutions or confidentiality agreements to be entered into.
third-party products and as a service provider. Consequently, the
Group is exposed to the risk of a dispute with a customer if it is However, legal risks in different areas (corporate law, contract law,
considered that the products or services supplied by the Group have tax law, etc.) concern the Group in the same way as any other services
not achieved the expected results in the contractually agreed time Company.
frame and/or have caused a prejudice. The Group may in such an Proposals for the repayment of back taxes or orders from social
event be forced to pay damages. welfare agencies are provisioned for their principal amount and
The procedures implemented, under the aegis of the different interest on receipt of the repayment notice, even if a claim has been
committees set up for that purpose, mean that no extraordinary issued or if a dispute has been opened. However, in this case, the
commitments are taken on with a client and that projects are amount of the penalties and increases are not provisioned for.
implemented in line with forecasts.
Gfi Informatique’s ISO 9001-certified quality system defines the rules INFORMATION ON DISPUTES
for establishing and validating financial and technical proposals.
Disputes and litigation are referred to in Note 10 to the consolidated
The Group’s Legal Department, supporting the relevant management financial statements.
entities, is involved in steering the systems for the management and
As far as the Company is aware, over a period covering the last 12
control of operational risks: standard-term contracts have been set up
months, there was no other governmental, legal or arbitration
for the Group’s services and offers and are updated regularly, and
procedure (including any procedure of which the Company is aware,
client contracts are subject to legal reviews to validate and secure the
which is suspended or with which it is threatened) which could have or
Group’s contractual commitments.
has recently had major effects on its financial position or the
Operational staff also receives regular training on the contractual profitability of the Company and/or the Group.
management of projects.
Disputes are managed by the Group’s Legal Department in
collaboration with law firms. The insurers are also included in the risk
management process in order to keep risks to a minimum.

Risk factors
1.13.2. Financial risks
CUSTOMER SOLVENCY Group must comply with. Details of so-called default covenants are
provided in Note 6 to the consolidated financial statements.
The Group is exposed to the risk of credit default on the part of a
customer. Financial risks are identified at the business prospecting The Company performed a specific review of its liquidity risk and
stage and when business, technical and financial proposals are being considers itself able to honour its future repayments.
drawn up. If applicable, customers undergo a solvency test performed
by the Recovery Department. The results of this test are sent to the
CURRENCY RISKS
Group’s Financial Director.
The currency risk in respect of commercial transactions is not hedged,
Gfi Informatique’s top ten clients account for nearly 29% of 2017
as most transactions are made within the euro zone. Elsewhere
consolidated revenue. None of these top ten clients alone represents
(outside the euro zone), revenue is generated in the same currency as
more than 10% of the Group’s revenue.
the related operating charges, thereby limiting exposure to foreign
The breakdown of receivables due and not depreciated can be found in exchange fluctuations. Very few intercompany operating transactions
Note 3 to the consolidated financial statements. The Group takes are denominated in currencies other than the euro.
account of the specific risks inherent to the situation of the different
This point is discussed further in Note 13 to the consolidated financial
countries.
statements under “Currency risks”.
INTEREST RATE RISK ON CASH FLOWS

GOODWILL RISKS
The Group’s exposure to variation risks in market interest rates is
The value of goodwill may be negatively affected by impairment in the
linked to the financial indebtedness of the Group, at a variable rate.
event of deterioration of the business concerned and/or a negative
The management of this risk is explained in Note 6 to the consolidated
change in its long-term outlook and/or external parameters (increase
financial statements under “Interest rate risk on cash flows”.
in interest rates, economic crisis).
The hedging instruments implemented are presented in Note 6 to the
For continuing operations, these assets are valued periodically based
consolidated financial statements.
on the recoverable value. The recoverable value is the higher of the
fair value less costs to sell and the value in use. The procedures for
LIQUIDITY RISKS determining the value in use are sensitive to any changes in the
features of the underlying economic model. The consolidated financial
The goal of the Group is to maintain a balance between the continuity of statements show in Note 8 the sensitivity testing performed.
financing and its flexibility thanks to the use of overdrafts, bank loans,
bonded debt and factoring contracts. The bank loan contracts feature The net carrying amounts for goodwill as at December 31, 2017, as
so-called default covenants in the form of financial covenants that the well as the impairment from previous years are outlined as follows:
Rest
Switzer- Africa of the
(in thousands of euros) Total France Spain Portugal latAM Belux land Poland Morocco world
Goodwill 283,126 208,579 33,621 21,507 2,152 5,116 3,873 7,074 1,204 -
Impairment losses
recorded
in 2017 - - - - - - - - - -
impairment losses
recorded in 2016 - - - - - - - - - -
The risk of goodwill impairment losses may also arise as part of a price, net of sale costs, which may be lower than the book value of the
disinvestment strategy, when the disposal of a business is planned. In business.
this particular case, goodwill is valued based on the estimated sale

Risk factors
1.13.3. Strategic risks

1
RISKS LINKED TO POTENTIAL ACQUISITIONS The method for valuing goodwill is presented in Note 8 to the
consolidated financial statements. The same note describes the
The main purpose of the acquisition of companies which are of sensitivity testing which is carried out.
interest to the Group is for it to establish itself on new markets or
improve its presence in strategic activities. Acquisitions always pose a
risk of selecting the correct target, integrating teams, success of the COMPETITION RISKS
intended synergies, and the implementation of the guarantees taken.
Gfi Informatique operates in a competitive market. Sales of software
The Group’s Investments Committee monitors the correct
packages and IT services are linked to the investment decisions of its
implementation of acquisitions processes.
customers.
Economic risks may prompt customers to postpone or even cancel
certain projects. Management of human resources and subcontractors
may also prove sensitive, particularly in period when salaries and rates
are increased.
1.13.4. Intellectual property risks

There is a policy to protect and enhance the Gfi Informatique Group’s repository. The Quality Department carries out an audit to ensure that
intangible assets namely its innovation, software systems, and this rule is respected.
industrial property portfolio. The Group’s Legal and Compliance
Finally, with an international perspective, the Group strives to
Department assists players in the Group to protect its creations and
protect and enhance its trademarks, domain names and designs in its
also ensures that the intellectual property rights of its competitors
industrial property portfolio. Therefore, an international strategy has
and clients are respected.
been set up to register the names and logos of the Group's software
With regard to innovation, particular attention is given to all clauses systems and offers as trademarks and domain names. Two filing
concerning intellectual property in the contracts which the Group may processes are in place in the Group, for brands and domain names.
sign. This involves ensuring that its clients and partners respect its
Gfi Informatique is determined to defend its interests and consistently
intellectual property rights, on the one hand, and that the terms for
objects to the registration of trademarks by third-party companies
assigning developments to its clients are specified, on the other. The
when it considers that there is the risk of confusion between these and
Group also undertakes to respect its co-contractors’ intellectual
its own. Brand or trademark coexistence agreements are also
property rights through these agreements.
concluded to strengthen Gfi Informatique's property rights.
The Group registers the initial versions or substantial updates of the
Tools have also been set up to monitor the Group’s most strategic
sources of its software systems with the French Computer
industrial property rights to effectively combat any infringement,
Programmes Protection Agency (Agence pour la Protection des
unfair competition or economic parasitism.
Programmes - APP). Therefore, a process called “Protection of
Intellectual Property for the Gfi Informatique Group’s software The Group also runs training workshops on protecting and enhancing
systems” has been formalised and updated in the form of a brands in order to promote best practices with regards to its own
“Requirement and Recommendation” available in the Group’s GMS intellectual property rights as well as those of third parties.
1.13.5. Insurance and risk cover

The Group has set up an insurance programme with leading insurance The Gfi Informatique Group’s main insurance policies cover its
companies, both at the central as well as international level, within professional and operational liability risks, civil liability of its senior
the scope of its risk management and financing policy in order to executives, employees' business travel, the entire fleet of Company
cover the main risks which could affect it. cars, all hardware and premises occupied in France and abroad, as well
as fraud/cybercrime risks.
As regards insurance, a distinction must be made between property
and damages insurance and liability insurance.

Risk factors
PROFESSIONAL LIABILITY INSURANCE MOTOR FLEET INSURANCE

Gfi Informatique has taken out, on its own behalf and that of its The Gfi Informatique Group has taken out, on its own behalf and on
subsidiaries, a Group professional liability and operational insurance that of its French subsidiaries, insurance cover for all motor vehicles
policy covering the pecuniary consequences arising from Gfi made available under long-term leases and for the risks inherent to
Informatique’s civil liability for damage caused to third parties by its employees’ personal vehicles when they are used for professional
professional activities. purposes.
DIRECTORS’ LIABILITY POLICY FRAUD/CYBERCRIME INSURANCE

The Group has taken out a civil liability insurance policy for senior The Gfi Informatique Group has taken out, on its own behalf and on
corporate executives which is valid for the de jure and de facto that of its subsidiaries, insurance cover against fraud and cybercrime
directors of Gfi Informatique and all the Group’s French and foreign risks. The aim is to cover the Group against fraudulent activities
subsidiaries. committed for the purpose of any direct or indirect personal gain
amounting to a criminal offence (breach of trust, embezzlement,
counterfeiting, cheque fraud, etc.) as well as any claims following a
BUSINESS TRAVEL POLICY cyber attack or personal data confidentiality breach.
The Group has a policy covering business travel for its employees and
senior executives on business in France and abroad. The main
guarantees under the policy are assistance and/or compensation in
the event of theft, accidents, death or imprisonment.
DAMAGES POLICY
The Group has taken out insurance, on its own behalf as well as its
French subsidiaries, for:
• the premises which the Group leases or owns;
• movable property: furniture, all computers belonging to or
entrusted to the Gfi Informatique Group (fixed and portable
equipment).
This policy covers all damage as well as certain financial consequences
impacting one of the items concerned (in particular the reconstitution
of computer data).
Foreign subsidiaries are covered by local insurance policies.
1.13.6. Financial risks related to the effects of climate change

(see chapter 2, Corporate Social Responsibility)
1.13.7. The Company's low-carbon strategy

(see chapter 2, Corporate Social Responsibility)

Risk factors
1.13.8. Information on the internal control and risk management

procedures relating to the preparation and processing of 1
accounting and financial information
Summary description of the internal control
DEFINITIONS, GOALS AND LIMITS computer applications, employing formal rules and a set of indicators to
OF INTERNAL CONTROL track the new Company. To take account of the specifics of particular
business models, exceptions are made for some subsidiaries to retain an
The Group refers the AMF reference framework in matters of internal independent internal control and risk management system. The level of
control and uses it as the inspiration for the analysis and improvement information required, however, is geared to Group standards.
of its internal control system.
Internal control is carried out in a context which covers, in particular:
Internal control is a system defined which aims to ensure:
• the Group’s values, which are shared on Gfi Informatique’s website;
• compliance with laws and regulations;
• the Group’s culture, which is promoted through various training
• the application of the instructions and guidelines determined by the seminars;
Board of Directors;
• the Company’s organisational structure, including centralised staff
• the proper functioning of the Company’s internal processes, services;
notably those contributing to the protection of its assets;
• the Group’s quality assurance system and quality policy;
• the reliability of financial disclosures; and
• the frequency of discussions, through meetings, or more informal
• in a general way, anything that contributes to the control of the channels, between the different country managements;
Company’s activities, the efficiency of its transactions and the
efficient use of its resources.
• the human resources management policy, which in France notably
involves conducting annual reviews with the Group’s employees.
Risk management aims to:
• preserve the Company’s value, assets and reputation; Internal organisation of the Group
• add security to the Company’s decision-making and processes so as The organisation is structured along the following main lines:
to make the attainment of its objectives more likely;
• area, or geography, in order to locate the national and international
• ensure the Company’s actions are in keeping with its values; and coverage of operations;
• enlist the employees in a common vision of the principal risks. • Business Line, in order to improve the delivery and management of
One objective of our procedures for internal control and risk operations;
identification is to prevent and limit risks of error and fraud, • sector, or customer Business Line, in order to help operations
particularly in accounting and finance. However, internal control and become larger parts of the customer’s value chain.
risk management cannot provide an absolute guarantee that these
risks are totally eliminated and the objectives of the Company will be Definition of authority and responsibility
reached. According to the AMF, an internal control system requires:
The Organisational Memorandum, updated yearly by the Quality
• an organisation; Department, defines the internal organisation, the distribution of
• the internal distribution of information; tasks and the reporting relationships within the Group.
• a system of risk identification and risk management; Additionally, in France the actual delegation of authority and
• the application of controls; and responsibility to managers, heads of employee representative bodies
and site managers is handled through Human Resources with riders to
• ongoing monitoring of the system.
their employment contracts.
Furthermore, formalised delegations of authority are signed by the
ORGANISATION heads of country and the heads of the international finance
This description follows the structure of the AMF reference departments. These delegations of authority set out the operational
framework. activities that are subject to the approval or prior notice of the
Group’s Management, notably as regards general policy decisions
Scope and environment (operations having an impact on the Group’s scope of consolidation,
strategic decisions, premises, external communication, intellectual
The internal control system implemented by the Gfi Informatique property, and legal disputes and decisions), human resources and pay,
Group and described in the present report covers all the transactions financial operations and management (contracts, banks and financial
performed within the Group, at the level of the parent Company and transactions), investments, and significant accounting forecasts. The
the subsidiaries included in the consolidation scope. rules for lines of accountability and signing authority are defined in
As part of recent consolidations, the Group has made its best efforts to the quality manual.
integrate the new subsidiaries into the Group’s standard processes and

Risk factors
Information system and applications The mission of the Group’s Quality Department (DQG) is to:
• lay down, along with Senior Management, the Company’s quality
REPORTING IS AT THE CORE OF THE SYSTEM assurance policy, which sets precise guidelines, and to define the
Line management reports (by Area/Business Line/sector) through objectives for implementing the policy throughout the
applications installed by the Group, including those specifically for: organisation;
• sales management; • prepare and track the Company’s quality certifications and ensure
consistency between the documented management system and the
• human resources management and payroll;
requirements of the leading sets of standards;
• production management on fixed-price contracts;
• develop and implement a quality assurance process that ensures
• management of the business as a whole and establishment of a that the Group’s various entities are consistent with one another;
reporting system;
• support the Group’s managerial units in order to achieve overall
• preparation of the parent Company and consolidated financial improvement of the management system.
statements.
PROCEDURES
SECURITY OF INFORMATION SYSTEMS
The Group has internal regulations covering all operational areas
The Group Security Department (DSG) ensures the security and (manufacturing, sales, marketing, etc.), functional areas (human
continuity of the information system. As such, it defines the resources, purchasing, legal, internal IT system), management-related
applicable security strategy and guiding principles, laid down in the and financial departments. These are available in the documented
information systems security policy statement (PSSI), and sees to the GMS (Global Management System) and its various adaptations in the
use of best practices by employees and the optimal level of security in Group’s subsidiaries.
relation to the risk incurred.
The Group’s PSSI serves to spell out the guidelines that will protect
the IT assets of the Gfi Informatique Group against a wide variety of INTERNAL INFORMATION DISTRIBUTION
risks-including fraud, espionage, accidents and human error-so as to SYSTEM
earn the trust of our customers and comply with legal and regulatory
frameworks. Overview
In this way the DSG provides a framework for standards and The purpose of the internal information distribution system is to
consistency by making clear the coordination necessary among IS communicate information upwards to Senior Management and
security, business continuity, safety and security of persons and downwards to operating units, and along with that to direct, verify,
property, and the hedging of or insuring against IS Security risks. assist and train.
The DSG supports line managers with training, advice, audits and It is based on Steering Committees that meet at each organisational
recommendations to make sure that the Group’s security measures level including the Group’s Executive Committee.
are complied with.
These meetings adhere to precise standards as to scheduling,
In the event of a major security crisis affecting the security of participants and agenda. They are held at regular intervals in line with
information, a security crisis unit is set up under a written procedure the different planning horizons.
for security crisis management. The Information System Security
For particular issues that so deem necessary, further ad hoc
Governance committee (CGSSI), chaired by the Group’s Information
monitoring is performed by support staff.
Services director, meets weekly to address and validate the impact of
security on the master plan. The Industrial Director oversees and
monitors the information system master plan. CODIR
To have tightly organised governance on a weekly basis, a Senior
Quality and procedures Management Committee known as the CODIR has been set up,
bringing together the Group’s major business activities around the
QUALITY ASSURANCE POLICY Chairman and General Manager. Each member, selected from the
To implement Group policy, a Quality Management System (QMS) is Executive Committee or COMEX, represents not only his or her area
used, available in a document base accessible to all employees on the of responsibility on the COMEX but also his or her line or staff
Group’s Intranet. The quality charter, the starting point for the position, in a direct reporting relationship.
Group’s quality vision and how it organises its QMS, lays out the
linkages with external standards and models. COMEX
Gfi Informatique is assessed by external accredited bodies (such as The Group’s Executive Committee meets on a monthly basis to ensure
Afnor Certification) on its compliance with ISO quality and safety that the policies set by the CODIR are being carried out and to
standards, CMMi, and since 2016, ISAE3401. coordinate the Group’s “commercial development”.
Management Committee
The Group’s Management Committee meets once every quarter,
bringing together the managers of the Group’s principal entities in
France and abroad, so as to share the Group’s strategy and ensure
that, operationally, it is carried out in a coordinated manner by sharing
best practices and focusing the teams’ energy on the major issues of
the coming quarter.

Risk factors
Moreover, at the Business Unit level, management meetings of the conformity of the developments with respect for a high level of
operating managers and their Control Department are held monthly quality and the budget used with the customer.
to analyse performance.
Every quarter, meetings are held with the COMEX and the Business
In addition to these mechanisms, the following special committees
exist within the Group:
1
Unit managers or country managers to analyse the performance for
Oversight of the sales cycle by the Business Committee.
the period and the outlook for the next quarter and the year in
progress. The Business Committee (BC) oversees the progress of the sales cycle
(from the lead to signing):
RISK IDENTIFICATION AND MANAGEMENT • during the RFP stage, it confirms that Gfi Informatique’s
involvement is financially and technically worthwhile;
SYSTEM
• during the proposal stage, it decides whether or not to bid
The Group regularly reviews the risks which could have a major depending on the capabilities of the Group, identifies any external
negative effect on its business, its financial position, its results or its resources needed, identifies the at-risk elements, and reviews the
ability to meet its targets. technical, legal and financial aspects of the response;
The Board of Directors, assisted when necessary by the various special • and before submitting the response, it investigates all factors going
committees according to their area of competence, is responsible for into the price and reviews the entire proposal.
defining the Group’s risk management policy, implementing the Controlling commitments made to customers from a legal standpoint
appropriate internal control system and monitoring its efficiency. This is carried out through a review, mandatory for contracts of 200
policy is implemented via financial and operating management and thousand of euros or more, by the Legal department before signing. A
controls concerning compliance with the regulations. written procedure outlines the series of approvals for such contracts.
Risk mapping Management of at-risk projects by the Risk

In France and in the international market, a general risk map is used to Management Committee
identify risks, both in terms of their occurrence and their significance, The Risk Management Committee, chaired by the Group’s Industrial
the evaluation of risk management procedures, and the submission of Department, meets weekly in France to identify and manage contracts
an action plan for the risks considered as priorities. with the highest level of risk.
The approach taken involves meeting the main functional managers to It is made up of the Industrial Director, the Quality Director and the
help them, via a self-assessment questionnaire, to identify and Head of Group legal division, and on occasion, a representative of the
measure the main risks faced, to identify and evaluate the steps and Finance Department and a member of the Executive Committee.
processes established to address them, and to then assess the residual
risks, for which remedial or monitoring measures are proposed. Over the course of the project it oversees the technical and financial
controls undertaken to manage the risks.
The Group has also started a process of formal and systematic risk
monitoring through an Enterprise Risk Management (ERM) system. The Group uses a computer application installed by the Industrial
This is a strategic and proactive approach according to the COSO Department to monitor and report on contractual projects. It
framework. The goal is to maximise shareholder value by a process at generates automatic alerts when certain criteria are not met. The
senior management level to assess and respond to identified risks. operational risks identified are included in the weekly review until an
appropriate action plan has been completed.
Operational risks, management of customer Outside France, the local Risks Committees are made up of local
projects managers (management, finance and operations).
The bulk of the operating control activities are carried out by the The Group Risks Committee also reviews international projects and
management at each operating unit, assisted by the Management the projects of foreign subsidiaries that cross certains threshold.
Controllers and by the subsidiaries’ Finance Departments. Moreover, it may be consulted by a simple request from a foreign
subsidiary.
General and operational procedures seek to ensure that all
commitments given and/or agreed to contractually with customers
meet Group standards, that projects are carried out according to CONTROL AND OVERSIGHT
contractual conditions and that any possible related risks are
managed.
Oversight of the internal control system
The Company’s quality system, which is ISO 9001 certified and listed
In addition to the internal controls and the controls placed on those
in the management report, defines the rules to set up and validate
reporting to them, carried out by line managers at all levels, pursuant
technical and financial proposals.
to the lines of accountability in effect in the Group, the staff
The Large Customer Accounts Department provides commercial departments play a special role in terms of risk management by
assistance for the preparation of the offer and the understanding of providing support to line management, by working in a preventive
the problems of the customer. The Industrial Department provides the manner in mandatory consultations required under procedures or by
methodological and technical assistance to ensure the technical performing audits after the fact as to the application of procedures
and the results obtained.

Risk factors
A particular role is played by the Finance Department in terms of involved within the Group. The DQSG is independent from the project
management control and by the Quality Department in terms of management system. As such, it provides “external” quality assurance,
compliance with the requirements laid down in Group and contractual whose objectives are to keep production reliable and to verify the
guidelines. compliance, application and effectiveness of the system, as described
in the internal Global Management System (GMS) and external
FINANCE DEPARTMENT documents (contracts and quality/security assurance plans).
All of the Group’s financial transactions fall within the responsibilities
An annual review by Senior Management ensures that the
of the Chief Financial Officer, to whom the Group Management
Management System is efficient and includes appropriate risk
Controller and the heads of the subsidiaries’ Finance Departments
management. This review relies on the evaluation and analysis of
report directly.
stakeholder objectives and feedback, the results obtained, and the
The primary mission of Management Control is to consolidate and summary of internal and external audits.
analyse the monthly performance reported by the internal
The review provides an opportunity to enhance policies (Quality,
management system, to verify that performance is in line with the
Security, etc.) and related objectives, and draw up an action plan of
monthly projections, to help line management to train participants in
the improvements envisaged over the coming year.
the management system, and to reconcile the data in the internal
management system with those in the general accounting system.
Management Controllers are divided into six teams specialising by
Oversight of the internal control system
branch of Group operations in France and abroad. The department INTERNAL OVERSIGHT
consisted of about forty people at December 31, 2017.
While improving the internal control system is a responsibility shared
As part of its mission, Management Control identifies and measures by all Group employees, Senior Management plays a key role in terms
each unit’s particular risks. It specifically ensures that there is of oversight.
insurance coverage on revenue-generating projects. It reviews projects
“on alert”, i.e. projects experiencing technical, market or legal Senior Management
difficulties. It checks that revenue recognition complies with the Senior Management oversees the continued efficacy of the internal
Group’s rules. It ensures that each unit’s expenses are properly control and risk management systems. It initiates any action that
accounted for. It audits uninvoiced revenue and inspects unraised bills. becomes necessary to correct malfunctions that have been observed
It audits compliance with rules and procedures and with closing dates. and keep them within the parameters of acceptable risk. Senior
The main mission of the Group Quality and Security Department Management ensures that the appropriate information is
(DQSG) is to protect the Group: communicated in a timely manner to the Board of Directors and the
Audit Committee. It makes particular use of the Internal Auditing
• ensure compliance with applicable laws, regulations, certifications Department.
and compliance requirements;
Internal auditing
• escalate any crisis situation to the appropriate competence level
and take all protective decisions in the event of a critical situation; under the internal auditing charter updated and approved by the Audit
Committee, the Internal Audit Department helps to oversee the
• ensure compliance with our contractual obligations and verify the
internal control system. Its mission is to:
implementation of our processes;
• prevent and control all risks of non-quality, customer • make independent and objective an evaluation of the functioning of
dissatisfaction and security breaches involving customer data or the internal control system through audits assigned to it by the
Group data; audit plan approved by the Chairman of the Board of Directors;
• set up and deploy the required quality and security systems across • draft any and all recommendations that would improve the way the
the entire organisation (Countries, Sectors, Business Lines, Areas, Group functions;
Corporate Functions) to ensure that the Group’s objectives are met; • track the implementation of the recommendations;
• measure the degree to which the objectives have been met; • keep the risk map up to date.
propose and conduct the required operational improvement plans; The Internal Audit Department is placed under the direct authority of
• on behalf of the CNIL, take charge of the management processes the Chairman of the Board of Directors and has a close, ongoing
legally required of the CIL (data protection officer); This particularly relationship with the Audit Committee. It reports to them.
concerns the exercise of the right to access personal data; The annual internal audit plan is approved by the Chairman of the
• support operations, including those that relate to customer needs Board of Directors, based inter alia on the priorities adopted for the
(from their own quality assurance manager or CISO) in the year and on the risk map, and is presented to the Audit Committee for
implementation of good practices, especially in respect of French their opinion.
operators of vital importance.
A three-year audit plan was prepared to provide full cover of the risks
The DQSG has some twenty internal auditors certified by external identified within the Group and future acquisitions.
accredited bodies such as Afnor.
The rules and reference framework used by the Group are the
As part of its control remit, the DQSG conducts some 10 system international internal audit rules, specifically the International
audits and some 30 operating performance audits each year, in France Standards for the Professional Practice of Internal Audit (IPPF). This
and abroad, in accordance with the needs and programme determined professional practice framework provides the authoritative guidance
by Senior Management. These audits aim to verify that the approved by the Institute of Internal Auditors (IIA).
Management System is being applied effectively by all persons

Risk factors
To meet these standards, the internal audit department added new Statutory Auditors
working tools that comply with the standards mentioned above.
Board of Directors (Audit Committee)
The ongoing assignment of the Statutory Auditors is to ensure the
quality of the internal controls and procedures in place. In this regard,
they perform their work in the Group throughout the year, and their
1
The Audit Committee examines the main features of the internal
work is not limited to interactions with the Accounting Department.
control and risk management systems implemented by Senior
Management to manage risks: the organisation, roles and functions of To get a better understanding of how operations and transactions are
the key people involved, the risk reporting structure and oversight of reflected in the financial statements, they interview operating
the Group's control systems. managers on a regular basis. These interviews are conducted within
the entity or subsidiary examinations, during which the auditors
It takes an overall view of the procedures for the preparation and
undertake a review of the major projects underway, their progress and
processing of accounting and financial information:
any difficulties experienced.
• it hears the Statutory Auditors several times a year. The latter
Afnor Certification Auditors
report on all work they have carried out and especially their work
on the quality of the internal control system; The auditing process aims to ensure (a) that the system complies with
• it is made aware of the contents of the annual internal audit plan. international standards and (b) that it is in fact applied throughout the
list of certified companies.
EXTERNAL OVERSIGHT
Each year AFNOR Certification chooses sites to visit based on the time
Furthermore, the internal control system is overseen by the Statutory since they were last visited and how representative their operations
Auditors and the AFNOR certification auditors with respect to the are.
Quality and Security Systems.
This audit is undertaken in the spirit of identifying pathways for
improving Gfi’s quality management system and continuously
improve performance.
Preparation of financial and accounting information
CENTRALISED FINANCE AND ACCOUNTING • centralised: the Group’s Management Controllers analyse the
reports submitted by the French and foreign subsidiaries and
Preparation of the accounting, economic and financial information is publish a consolidated report, which includes a number of key
placed under the responsibility of the Group’s Chief Financial Officer, management indicators, and the Consolidation Department
after review by the Audit Committee. produces the financial consolidation.
The Finance Department is managed through a Finance Department
Committee (CODIR), which holds weekly meetings conducted by the Preparing and monitoring the budget
Group’s CFO. These are attended by the directors of the principal The budget is a fundamental management control tool. The process of
Finance units that report directly to the CFO (Treasury, Management preparing the budget is the high point of the various reporting
Control, Accounting, Consolidation, Legal, Information System, Tax) relationships and levels of the Group. Each of the basic budgets is
and handles all critical Group-wide issues. drawn up according to the budget instructions in light of past
performance, the strategic directions chosen by the Group and the
PREPARATION OF ACCOUNTING AND forecasts available on the probable course of the market.
FINANCIAL INFORMATION TO BE PUBLISHED Once reviewed at different levels of management, the final budget is
set for the entire year. The projections are updated at least twice
To ensure effective control on its businesses, the Group places its
during the year based on forecasts.
operating entities under an obligation to report on all budgetary,
projected, operating and accounting information that are needed for The Group uses a market IT tool to develop the homogeneity of
the general management of the Group on a monthly, quarterly, practices and secure budget processes as a whole.
half-yearly and annual basis. A closing schedule is communicated to
financial managers, Management Controllers and accounting The operating reports process
managers.
The information is collected at the most detailed level by Costs
The process of producing accounting and financial information occurs centre. These are aggregated into Business Units that make up the
on two levels: local: Group’s six business lines. The operating reports are presented by
• at the country level, responsibility for financial and accounting country.
information lies with each country’s financial controller; The operating reports make it possible to make monthly analyses of
revenue and expenses, both by type and by purpose, and to update
the various performance indicators versus budget. The performances
give rise every month to an analysis carried out with operating
managers of variances from budget, done in order to decide
immediately on any action plans necessary.

Risk factors
The Management Controllers validate the information received from • monitoring cash positions;
the entities or the Accounting Departments of all the companies • purchasing;
included in the scope of consolidation.
• monitoring off-balance sheet commitments.
Process of accounting consolidation
Financial consolidation is done on a monthly basis by the
COMMUNICATION OF FINANCIAL AND
Consolidation Department based on the consolidation sheets
ACCOUNTING INFORMATION
produced at the legal entity level, using a standard commercial The Group’s Chief Financial Officer is responsible for communicating
computer application. the Group’s results to the Board of Directors every six months.
The financial statements are prepared in line with local standards. The financial and accounting information is primarily delivered
Where necessary, they are then restated to meet Group standards. through the annual and half-year financial reports, financial press
The Group applies the IFRS accounting standards, as adopted by the releases and meetings with analysts and investors.
European Union.
The annual financial report is a key document in the Group’s
At each closing, the scope of consolidation is updated by the Finance communications. The registration document, including the annual
Department. A systematic comparison is made between the financial report, brings together, under the responsibility of Senior
data supplied by the operating reports and the consolidated financial Management and the Finance Department, all disclosures whose
information to verify that they match. publication is required by law and regulations.
A Group manual on consolidation procedures sets out the main stages Prior to publishing the consolidated financial statements, the Audit
involved in preparing the consolidated financial statements. The Committee examines the statements and meets with the Statutory
subsidiaries have a closing schedule and a manual that defines the Auditors. The latter present their conclusions and comments directly to
methodology for reporting sets and the nature of the information to the Audit Committee and then to the Board of Directors. This takes place
be sent to the Consolidation Department. before the statements are approved. The Board of Directors receives from
Throughout the year, the Consolidation Department monitors new the Chairman of the Audit Committee the minutes of its meetings.
IFRS standards under development, in order to be aware of and Senior Management and the Finance Department define the financial
anticipate, as far as possible, their impact on the Group’s financial communications and the terms of financial press releases.
statements.
The analysts’ and investors’ meetings involve special preparation and a
presentation to the Board of Directors beforehand which is used as a
Critical sub-processes basis for the comments and explanations that will be provided during
The Group has implemented means of risk control adapted to each of these meetings by the Chairman and General Manager, the CFO and
the processes identified as being critical for the preparation of the the employees handling investor relations.
accounting and financial information. The following processes are
monitored and closely analysed:
• recognising revenue;
• monitoring trade receivables;
Outlook and works continued in 2018

The improvement and rationalisation of processes are an ongoing • conduct audits on a selection of operating units, particularly units
effort, the purpose of which is to further advance the internal control newly consolidated in 2016;
system. As part of its internal control, in 2018 the Gfi Informatique • specific mission according to particular event ;
Group expects to:
• lay out and execute the annual internal audit plan for 2018;
• switch to Sage SBE in SaaS mode for banking communication,
• launch a pilot project to roll out a new ERP (SAP cloud).
which includes modules for anti-fraud protection and managing
banking authorisations;
• expand international cash management;

Significant matters likely to impact a takeover bid
1.14. SIGNIFICANT MATTERS LIKELY TO IMPACT

A TAKEOVER BID 1
Pursuant to Article L. 225-100-3 of the French Commercial Code, as It should also be noted that, in the event of a change of control, a
far as the Company is aware, there are no significant matters likely to holder of 2014 bonds can, in certain conditions, request the early
have an impact in the event of a takeover bid, with the exception of a redemption in cash of all or some of their bonds. However, the
syndicated credit agreement signed on October 9, 2015, which Bondholders’ General Meeting of January 14, 2016 decided to waive
becomes renegotiable in the event of a change in control. However, the right to early redemption of bonds within the scope of the planned
this clause did not apply to the acquisition of a majority interest by friendly takeover by Mannai Corporation.
the Mannai Corporation.


CORPORATE
SOCIAL
RESPONSIBILITY 2
2.1. SOCIAL INFORMATION 44 2.3. INFORMATION ON SOCIAL
2.1.1. Gfi Informatique employees, the Group’s greatest COMMITMENTS TO PROMOTE
asset 44 SUSTAINABLE DEVELOPMENT 67
2.1.2. Working hours, tailored to the Group’s needs and 2.3.1. Geographical, economic and social impact of the
reflecting the views expressed by employees 48 Company’s business 67
2.1.3. Ongoing intensive dialogue with trade unions 49 2.3.2. Stakeholder relations 67
2.1.4. Employee health and safety, concrete actions 50 2.3.3. Subcontractors and suppliers 68
2.1.5. Development of human capital and skills, a lever
for success 52 2.4. ETHICS, AT THE HEART OF THE
2.1.6. Equal treatment and respect for others, two major GROUP'S BUSINESS PRACTICES 69
pillars of the Group’s employment policy 55 2.4.1. Commitments made by Gfi Informatique's
2.1.7. Promotion of and compliance with the Management 69
fundamental conventions of the International 2.4.2. Concrete measures 70
Labour Organization 58
2.1.8. Raising employee awareness of sustainable 2.5. CONCLUSION 72
development 59
2.6. OVERVIEW OF SOCIAL AND
2.2. ENVIRONMENTAL INFORMATION 60
ENVIRONMENTAL INDICATORS 73
2.2.1. General environmental policy 60
2.6.1. Social indicators 73
2.2.2. Pollution 61
2.6.2. Environmental indicators 75
2.2.3. Circular economy 61
2.2.4. Climate change 64 2.7. METHODOLOGICAL NOTE 76
2.2.5. Biodiversity protection 65
2.2.6. Global compact – Environment principle 66 2.8. INDEPENDENT VERIFIER’S REPORT ON
CONSOLIDATED SOCIAL,
ENVIRONMENTAL AND SOCIETAL
INFORMATION PRESENTED IN THE
MANAGEMENT REPORT 78
2.8.1. Responsibility of the company 78
2.8.2. Independence and quality control 78
2.8.3. Responsibility of the independent verifier 78

2 CORPORATE SOCIAL RESPONSIBILITY
Social information
Corporate Social Responsibility (CSR) involves integrating social and environmental concerns into the Company’s strategy, its
activities and its interactions with its different stakeholders.
The United Nations Global Compact, launched in July 2000, was the first major initiative to bring companies, the world of work
and civil society together around ten universal principles in four main areas: Human Rights, International Labour Standards,
Environment and the Fight Against Corruption.
In France, Article 225 of the Grenelle II law introduced transparency obligations on CSR initiatives for businesses. CSR-related
issues have since become a key area for the General Management of companies, including the Gfi Informatique Group, which
provides disclosures on the subject each year in its annual report.
Gfi Informatique obtained the “Silver” award when it replied to the EcoVadis CSR questionnaire in December 2014. The Group
obtained a mark of 60/100 during the EcoVadis 2016 assessment (i.e. a 10-point improvement on the 2014 assessment), thus
maintaining its “Silver” status.
The law of July 12, 2010 and its implementing decrees made it compulsory for large companies to communicate on the
employee-related and environmental consequences of their activities and on their social commitments.
This report, which meets this requirement, is divided into three sections:
• social information;
• environmental information;
• information on social commitments.
2.1. SOCIAL INFORMATION
2.1.1. Gfi Informatique employees, the Group’s greatest asset
GFI INFORMATIQUE IS A LEADING EMPLOYER integrating young people into the workplace before they enter the job
market. Several actions are undertaken by the Group in France to
Present in sixteen European countries (France, Spain, Portugal, Poland, assist young people looking for a job or who have dropped out of
Belgium, Luxembourg, Switzerland and England), in China, in Africa school, as outlined in greater detail in section 2.3.2.
(Morocco and Ivory Coast), in South-East Asia (Singapore) and in the
Americas (United States, Mexico, Colombia), the Group had 14,716 Conversely, 2,969 employees left the Group in 2017, including 248
employees at December 31, 2017. This represents an increase of 17% through redundancies (8.4%).
over the previous year. The expansion of the Group’s workforce in With 93.5% of Group employees employed under a permanent
2017 can mainly be attributed to Spain (+674 employees) and contract at the end of December 2017 (96.3% in France), the Group has
Portugal (+758 employees). However, France, with 9,814 employees, endeavoured to build a lasting relationship and foster trust with
accounts for 66.7% of the Group’s workforce. In 2017, the Group employees, especially by offering them attractive job prospects
recruited 2,006 employees in France and welcomed 78 employees throughout their careers. In Portugal, where market demand and local
from acquisitions, including Garsys. labour laws are different, Gfi Informatique relies more on fixed-term
With almost 3,084 and 3,539 new employees in 2016 and 2017, contracts, which at the end of December 2017 represented 21% of the
respectively, the Group makes a significant contribution to local contracts. Morocco, Belgium, Luxembourg, Switzerland, Ivory
employment in France, with its workforce evenly spread between the Coast and Poland have no or very few fixed-term contracts, while less
Paris region and the rest of the country. In 2017, new hires within the than 1% of employees in France and 8.4% in Spain are employed under
Group represented 97.8% of new entries in the Group and acquisitions these contracts, including some employees from disadvantaged groups.
represented 2.2%. It should be noted that a quarter of employees With 55% of employees in France being outside the Paris region, Gfi
hired in France were co-opted. The data excludes the hundred or so Informatique is a major driver of regional employment growth. Gfi
interns that the Group employs each year, which is another way of Informatique is based in around 50 towns and cities all over France.

CORPORATE SOCIAL RESPONSIBILITY
Social information
This national network enables it to serve its customers and their new talent, who can then join Gfi Informatique on a permanent
projects better. Gfi Informatique has also developed shared service contract.
centres, particularly in Lille, Lyon, Nantes, Toulouse and Meudon. By
After negotiating with trade unions, Gfi Informatique in France signed
having a regional presence, Gfi Informatique gains a better
an employment and career management agreement (GEPP) at the end
understanding of its customers’ core concerns and contributes to the
of 2016 for a period of two years.
vitality of certain regions.
This resulted in the following commitments and measures covering a
In Spain, with nationwide locations (Madrid, Basque Country,
number of topics:
Valencia, Catalonia, Andalusia), the Group is also a national player
fully engaged with local communities. 1. trade repositories;
2. career supervision for employees;
2
3. measures to promote the integration of young people and skills
A SUSTAINED INDUCTION POLICY
development;
At the end of the recruitment process, which can vary from two weeks 4. measures to promote the employment of older workers, in terms of
to four months depending on the profiles, the Group’s induction developing skills and qualifications, and access to training;
policy is a continuous and sustained process over several weeks. In
5. training courses;
order to create a sense of belonging to the Group, an online employee
orientation programme on an e-learning platform is available to future 6. Gfi corporate university;
employees, allowing them to discover the Group's values, strategy, 7. promoting employee mobility;
talent management, etc. When the new employee joins the Group in 8. measures specific to the career progression of employees with trade
France, he or she is informed of the administrative aspects and the union responsibilities.
milestones of their induction (entry in the activity report, presentation
to the team, identifying direct and indirect management, tour of the Other Group subsidiaries are also particularly proactive and engaged
premises, etc.). The welcome booklet and the main information and in this area. For example, Belux this year hired several young people
communication platforms (Intranet, Sharepoint, YAMMER, Global who recently graduated from school. After being trained in-house,
Management System (GMS)) are presented to the new employee. On they continue to receive guidance from more experienced consultants.
this occasion, the employee hands over the administrative documents This form of mentoring is particularly popular among younger
that were requested from him or her beforehand in order to employees. Belgium has also introduced an employment plan for older
administer the employee file. workers, i.e. employees over the age of 45. Likewise, Gfi Informatique
Morocco, in cooperation with the Moroccan employment service
The employee then meets his or her manager and the commercial (ANAPEC), welcomed several new graduate trainees, with the aim of
team that will provide support throughout his or her employment. recruiting them to the Group on permanent contracts.
The employee is also introduced to the clients concerned by his or her
missions or in-house projects. Before a mission begins, the manager
writes up a mission order, which includes the client’s name, and the A PERFORMANCE-BASED PAY POLICY
place, duration and type of the mission. On several occasions, in
particular when the work contract starts, the manager and/or the Average annual remuneration
sales team will discuss the project/mission and any problems
encountered and the resources allocated to overcoming them, either At a time of global uncertainty, Gfi Informatique has nevertheless
over the telephone or face-to-face. The employee’s permanent maintained an attractive remuneration policy (see appendix for
integration is validated at the end of the trial period. In addition, new details), with remuneration levels above the local conventional
employees are asked to give their opinion on the induction and minimum. With a theoretical gross basic salary of around 44,503
recruitment process using questionnaires, which once completed are euros per annum in 2017, the average salary at Gfi Informatique in
sent to General Management and managers allowing them to make France is almost 2.5 times the French minimum wage. With gross
any necessary improvements. average earnings in France in 2016 of 43,966 euros, the increase in
average salary of 1.2% in 2016 and 2017 is explained primarily by the
Specific induction courses for three areas (delivery, sales and individual increases granted under the pay policy. The sharp increase
managers) are organised at the Group level in France to facilitate in average compensation in Spain (+7%) and Portugal (+43%)
employees’ induction and provide them with key insights into the compared to 2016 is due to the acquisition of the subsidiaries Efron
internal tools at their disposal. and Roff, which had employees with a long length of service and high
salaries. Details of the average annual salary in 2016 and 2017 by
MULTI-GENERATIONAL DIVERSITY, A PILLAR OF country can be found in the appendix.
GFI INFORMATIQUE’S EMPLOYMENT POLICY
Pay increases
With employees having an average age of 40, Gfi Informatique is
recognised as a dynamic and multi-generational company. The In terms of the process, in order to ensure that the pay policy
distribution of employees by age Group and country can be found in implemented in France is consistent with the Group’s other Business
the appendix. Units, the Remuneration committee assesses the pay increase requests
submitted by managers. The committee meets four times a year (twice
For several years, Gfi Informatique in France has campaigned for the in March and again in June and September). Pay increases can be
professional and social inclusion of young people, arranging more than implemented on three different effective dates during the year,
309 work-study contracts (apprenticeships and vocational training) depending on the employee’s anniversary date. The committee reaches
and more than 174 internships in 2017. Indeed, work-study decisions objectively in accordance with the principles of its pay policy,
programmes and internships are regarded as an undisputed source of namely: recognition of individual performance and/or contribution,
potential for change, respect for fairness and equality in the workplace,

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identification of Key People and High-Potential Employees, strategic Involvement in the Group’s performance
workforce planning, external competitiveness and payroll cost control.
The committee also takes steps to reduce any gender pay gaps and to 10% of our Group's employees in France are entitled to
neutralise the fulfilment of employee representation mandates in performance-related pay, under the terms of their contract, of an
compliance with the principles of equal treatment. Managers are average annual contractual amount of 15,800 euros gross. This gives
reminded of these principles at the beginning of each year, when them a vested interest in the success of the Group and its strategic
annual pay guidance is issued. Managers are also reminded each year of plan. Sharing the Group’s financial performance targets fosters
the need to offer identical starting salaries to future employees with cohesion between teams and the pooling of efforts, and can only
the same qualifications, skills and experience. During the people strengthen employees’ sense of being part of the Group.
reviews prepared by each manager ahead of Remuneration Committee Finally, as part of the CSR approach regarding salary policy,
meetings, HR managers also act in accordance with the pillars that management in France has dematerialised part of the pay slips and
form the Group’s remuneration policy. With their broad knowledge of lunch vouchers since 2014. The dematerialisation of lunch vouchers
HR processes, HR managers also ensure that the remuneration policy is applies to all employees, whereas the dematerialisation of pay slips
consistent with the HR projects undertaken (for example, the has been optional to date and up to the employee. Wishing to build on
deployment of strategic workforce planning or the launch of online this momentum and facilitated by the legislative framework, all
appraisals). During the three pay increase campaigns carried out in employees should receive dematerialised pay slips from the start of
2017, over 46% of employees received an individual pay rise of an 2018, unless employees have notified the Group otherwise. Please
average significant amount of 4%. note that said dematerialisation was accompanied by the provision of
For the 2017 financial year, management in France reiterated its policy electronic safes in which employees can store large numbers of
of individual increases for the compulsory 2017 annual salary documents securely. This is particularly reassuring in case of damage
negotiation with an individual increase envelope of 1.8% of the occurring at an employee’s home.
payroll. Individual pay increases are awarded based on a performance This initiative was strengthened in 2015 with the dematerialisation of
review and based on whether the salary is consistent with internal and profit sharing option forms for volunteering employees. This
external data, following a recommendation from managers and after pioneering development will enable the Group to contribute more
validation by the Pay Committee. Mileage allowances were reviewed towards sustainable development.
in 2017, with 60% of public transport season tickets paid for (up from
50%), i.e. above the legal requirement.
Lastly, with regard to gender equality, management has adopted
several measures: systematic pay increase for women returning from
maternity/adoption leave, payment of compensation in addition to
social security benefits to men who take paternity leave, guaranteed
wage increase for employee representatives and release of specific
funds to reduce potential pay differences between women and men.
These points are described more fully in section 2.1.6 on equal
treatment.

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INTERNATIONALLY Portugal
Spain Portugal adopts the same process as Spain, except that it is initiated in
In Spain, the remuneration policy is equally comprehensive. An annual the first quarter of the year. With a budget of 2.3% of the payroll the
appraisal and grading campaign begins in September, when all Group in Spain increased 30% of its workforce in 2017. In addition, the
employees are assessed and graded for their investment in the Portuguese subsidiary Roff devoted 4% of its payroll to individual pay
Company, their competencies and their potential by comparison with rises. In 2017, 50% of the employees were awarded a pay rise.
their peers. Depending on the manager’s assessment of the
employee’s overall performance, a promotion and pay increase may
be offered based on internal guidelines. The correlation between
Morocco 2
The compensation process in Morocco is essentially the same as in
performance and career progression and pay increases is handled with
France and Spain, with individual pay rises awarded based on
the utmost transparency to ensure equal treatment. The career and
employee performance, assessed during appraisal interviews. As in
salary plan takes effect in March of the following year. This process is
France, increases tend to be timed to coincide with the anniversary of
even reinforced for young employees with less than two years’ length
employees joining the Group and are spaced at minimum two-year
of service with an assessment every six months. Gfi Informatique
intervals for the best employees. Over 70% of employees received an
Spain devoted 1.67% of its payroll to granting individual pay rises
individual increase in 2017.
during the 2017 financial year.
Our Efron subsidiary has a number of offices internationally. Efron's Belux
pay policy varies depending on the countries in which it operates With respect to the pay policy in Belgium and Luxembourg, the
(Colombia, Mexico and the United States). salaries for all Belgian employees were indexed in January 2017,
• In Colombia, 5.1% of its payroll was devoted to granting individual resulting in a 1.1% increase in October 2017. In contrast, salaries for
pay rises in 2017. A study is being conducted to bring Colombia's Luxembourg employees were not indexed in 2017. These collective
pay policy in line with the one in France, in order to prepare a salary increases correspond to the health index, which corresponds to
grid based on experience, training and performance assessment. indexing salaries to the consumer price index. This mechanism
maintains the purchasing power of employees. In parallel, at the
• Mexico's pay policy is also currently being improved. Based on the
beginning of each year managers examine whether each employee’s
customers' assessment of the employee's performance and
salary is in line with that offered in the domestic market for an
employee goals achieved during the period, the employee may be
equivalent position. If an employee’s salary is found to be inconsistent
entitled to a pay rise. In 2017, 6% of Mexican employees obtained
with this, then it is adjusted.
an individual pay rise.
• Lastly, Efron's pay policy for the US is essentially the same as in Poland
Mexico, i.e. customers' assessment of the employee's performance
in addition to the employee's contribution and potential. An The wage increase policy is applied in Poland from November "N-1",
evaluation or grading process takes place every six months to with increases coming into force in April "N". For the financial year
validate the revised salary. Pay rises take effect in December of 2017, the amount devoted to pay rises remained much the same as in
each year. The increase rate in 2017 ranged from 1% to 4% based 2016.
on performance.

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2.1.2. Working hours, tailored to the Group’s needs and

reflecting the views expressed by employees
Part-time hours Seasonal working hours

Around 5% of the Group’s workforce work part-time, with slight Furthermore, in order to adapt to the local climate and way of life in
differences between countries (0% in Switzerland, Poland, Ivory Spain, the Group implements seasonal working hours during the
Coast, Morocco and Portugal, 1.3% in Spain, 5% in France and 6% in summer. By shortening the working day in July and August, the
Belux). Although part-time work appears to be more developed in theoretical working week during these two months is reduced from 40
Belux, this is relative to the subsidiary’s workforce. The rate of hours 30 minutes to 35 hours.
part-time employees must also be compared to full-time working
With an annual average of a 40 hour working week in Spain, the
hours, because the differences in part-time employees are explained
country is also in line with the average for the Group’s other
by the significant variations in working hours between countries. The
subsidiaries: 40 hours in Morocco, Portugal and Luxembourg; 40 hours
Company is committed to offering job security while seeking to
in Belgium but with twelve days of additional leave. France is
encourage part-time work, where employees request this and the
something of an exception, with a working week of 37 hours with 10
service constraints can be overcome. The rate of part-time employees
days off.
is similar to the branch level (4.7%).
Striking a balance between work and personal life is essential to Geographical mobility
achieving employees’ full potential. Part-time work mainly concerns
women who wish to balance their working life and family life. The In addition, in order to accommodate those employees who want to
change to part-time working almost always occurs during the have an international career, while meeting the needs of customers at
employee’s employment contract and not for new hires. Any switch to the same time, Gfi Informatique encourages geographical mobility
part-time work involves a signature of a rider to the employment between the Group’s subsidiaries, allowing its employees to work on a
contract by the employee and Management stipulating the new temporary basis in a foreign country. More than a hundred of the
worktime, its apportionment over the week and the term of the Group’s employees took advantage of this option in 2017.
part-time hours. Upon an employee’s request and subject to Gfi Informatique has strengthened its procedures and communication,
management approval, a part-time arrangement can be renewed. in particular its procedures involving employee security and
expatriation.
Remote working
In a bid to foster balance between work and personal life, a remote
Absenteeism and sick leave
working agreement was signed in late 2011 by Gfi Informatique Group With an average rate of absenteeism of 3.2% in 2017 for the Group as
in France. Employees can ask to work from home, although the a whole and 3.8% in France, the Group’s rate was slightly up on last
Company doctor may also recommend this. The agreement seeks to year with 2.8% at Group level in 2016. By comparison, according to
maintain a link with employees through “part-time” remote working. the survey conducted by the consulting Group Ayming, published in
under this arrangement, employees can work from home up to two early September 2017, the absenteeism rate at French companies was
days a week. The Company provides the employee with a laptop and 4.6% in 2016 (i.e. 16.8 days of absence per year and per employee)
pays an allowance for Internet and home office costs. peaking at 5.5% in the service sector. The rate of absenteeism in 2017
From an operational point of view, employees who are pregnant can in Belux was higher than any other country due to employees with
be given priority for remote working from the third month of long illnesses.
pregnancy providing there is no incompatibility with the position held
and the resources needed to perform it.
Remote working has been introduced by all of the Group’s foreign
subsidiaries as a way of organising working time, provided that this is
compatible with the employee’s role and the manager approves the
decision. Although there is no collective agreement for this, a
contractual document is signed between the employee and the
employer.

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2.1.3. Ongoing intensive dialogue with trade unions
ORGANISATION OF SOCIAL DIALOGUE improvements to work schedules (more flexibility for office opening
AND COLLECTIVE BARGAINING AGREEMENTS and closing times, more flexibility during lunchtimes and extending
IN FRANCE the summer calendar).
Social dialogue is carried out at two levels: Currently, the Efron subsidiary in Colombia, Mexico and the United
• the Gfi Informatique ESU which concerns more than 87% of the
States has neither a Works Council nor trade unions.
2
workforce: the Joint Committee, comprised of union Portugal
representatives and management representatives, with an average In Portugal, as in the Roff subsidiary, there are no Works Councils or
membership of twelve; trade unions. Under local legislation, there are no special consultation
• the legal entities outside the ESU where union representatives have procedures. Nevertheless, management maintains a regular dialogue
been appointed such as ITN Consultants, Gfi Informatique Telecom with employees. Employees are informed of decisions by various
and Gfi Business Transformation. means: intranet posts, communication by managers and the Human
Resources Department and staff newsletters.
Assessment of the negotiations
The Joint Committee, met around two themes at the ESU level: Belgium
1. Compensation, worktime, breakdown of added value: Although In Belux, despite the fact that professional elections were held in
talks failed to reach an agreement, management introduced 2016, no employees applied. In the absence of a Joint Committee,
measures to promote employee mobility, in line with the measures management continued to keep its employees abreast of vacancies by
put in place last year. As a result, reimbursement of means of the Intranet and/or adverts in common areas. If no
accommodation expenses will be pegged to Urssaf guidelines. In comments or observations are received from employees within a
addition, a budget of 1.5% of payroll will be devoted to pay rises month, the new Company rules are considered approved. The next
decided in the Compensation Committee, and a dedicated and professional elections in Belgium are planned for 2020.
additional budget of 250,000 euros will be devoted to employees
who have not been awarded a pay rise for five years. Luxembourg
2. Gender parity and quality of life: Talks failed to reach an agreement In Luxembourg, in the absence of trade unions, management again
but management adopted a gender parity action plan, with a held discussions in 2017 with a delegation composed of three staff
budget of 300,000 euros devoted to reducing/eliminating representatives elected by employees. The topics addressed included
differences. A charter relating to the right to disconnect, echoing the organisation of the annual employee assessment campaign,
the provisions of internal regulations and including training absenteeism, the organisation chart and the car fleet policy etc.
measures for managers and information for all employees was
adopted in place of an agreement. Lastly, 2017 was focused on Morocco
conducting a disability impact assessment, with the aim of
implementing measures to promote employment of individuals In Morocco, Gfi Informatique is not represented by a trade union
with disabilities through an agreement to be entered into with organisation. The management organises monthly meetings with staff
AGEFIPH starting in 2018 for a three-year period. representatives or even special meetings where the need arises or if
specifically requested. The main topics discussed with employee
representatives in 2017 concerned improving the Group's insurance
LABOUR RELATIONS IN THE FOREIGN contracts, the possibility of making suggestions about the Company's
SUBSIDIARIES overall organisation, improving health and safety internally as well as
working conditions.
Spain
In Spain, management held talks with five trade unions (ELA, LAB, Switzerland
UGT, CCOO and CGT) on various issues during 2017, including but not
Finally, with regards to Switzerland, the relatively low number of Gfi
limited to: the definition of a compensatory remuneration system for
Informatique employees in Switzerland precludes the formation of
employees who cannot benefit from the summer timetable,
staff representative bodies.

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2.1.4. Employee health and safety, concrete actions

With a workplace accident frequency and severity rate of 1.53 and leave. This provision goes beyond the contractual conditions, which
0.68 respectively across the Group in 2017, Gfi Informatique seems restrict it to employees who work a fixed number of days per year
less exposed to work-related accidents than other groups. In 2017, 41 because it applies to all the employees in the Group.
work accidents with stoppages were recorded in the Group including
Awareness of road safety is raised by, amongst other things,
12 in France. These relatively low rates, and the absence of workplace
management-led preventive measures. Communication campaigns
fatalities, can be attributed primarily to the nature of the work, which
(posters, leaflets, emails, etc.) were, in fact, directed at employees,
involves little exposure to physical hazards. Furthermore, no
just as with the last operation conducted in the Rhône-Alpes region, in
occupational illness was recorded in 2016 and one was recorded
support of the road safety office.
within the Gfi Informatique Group in 2017.
Giving consideration to working conditions and
ACTIONS IN FRANCE stressful situations
In addition, due to the operating constraints of some of its customers,
Prevention and treatment of work-related
a certain number of employees work in shifts or at night. The purpose
stress
of night working and shift work is to provide continuous service to the
Mindful of its employees’ welfare, an agreement on improving client with the aim of:
working conditions was signed in 2010. Aside from its legal
obligations, the Group is convinced of the need to implement a plan
• carrying out intervention work outside working hours and days to
enable the client companies to perform their activities without
to prevent and combat work-related stress and the sources of this to
interruptions;
improve employee welfare within the Group. In early 2012,
management, together with the firm PSYA and the Steering • avoiding interruptions to the applications used by the client and/or
Committee on Work-related Stress, conducted a survey among all made available to the client’s users, during working hours;
employees of the Gfi Informatique Group in France. The Steering • preventing risks of blocking our clients’ activity.
Committee is composed of senior and middle management and Employees who work nights or on shifts are mainly Infrastructure
members of the Health and Safety Committee. Based on this survey, Services technicians in the Paris region and in the provinces.
to which 43% of employees responded, and following 88 individual
For seven years, an analysis of the stress-related risk factors that
interviews aimed at drilling down into the initial results, the Group
could affect employees has been conducted in France. Of the six risk
now has a picture of the business and its position in relation to the
factors listed, Gfi Informatique is primarily concerned with night work
issue of work-related stress. The picture is somewhat reassuring: while
and shift work. Although Gfi Informatique in France does not have a
risk factors have been identified and stress factors pinpointed, the
stress action plan, given the small number of employees affected,
Group is on high average for the firms hitherto studied by PSYA
specific actions have been implemented with, for example, advice
(average of 1.85 for Gfi Informatique versus 1.91 in the PSYA panel,
from consultants on best working practices, or a training session by
with a horizontal risk scale of 1 to 4, where 4 = major risk). The risk
the occupational health doctor from Clichy on their premises on the
factors identified, in common with most other companies in the IT
right gestures and postures to adopt.
sector, include: work environment, workload, work-life balance,
recognition, manager support, role, decision-making power, career During 2013 and 2014, talks were held with the unions and an
prospects, peer support and participation in change. The results of the agreement signed with the Gfi Informatique Economic and Social Unit
analysis of work-related stress factors were posted on the Group’s in France on atypical work, which mainly consists of night work, shift
intranet site. work, working on a Sunday/public holidays and on-call work. To reduce
the stress linked to working at night, management has proposed, aside
At the end of this survey, management used the results to update the
from financial compensation, to increase time off in lieu. Furthermore,
prevention plans in the unique documents. In addition, all the Group’s
in order to allow the proper recovery periods, management has stated
Human Resources managers received training on understanding and
that this time off in lieu should be evenly distributed throughout the
regulating stress as well as on making management aware of this
work cycle by reducing work schedules. For employees working an
subject. As part of an initiative focused on being attentive to
eight-hour shift, the cycle must be in the following order:
employees, for the past three years employees have been able to
morning/afternoon/night. under no circumstances may a night shift be
describe their working conditions and the work environment they
followed by a morning shift. Shifts should not start or end between the
experience through questions sent to them every month. Situations
hours of 11 p.m. and 6 a.m. Among the other measures proposed by
considered to be alarming are reviewed by human resources managers
management is a temporary guarantee to maintain the higher rate of
so as to prevent and mitigate any psychosocial risk.
pay for employees switching from a regular night shift to a regular day
In addition, for the past three years management has also informed shift. This measure is restricted to cases where a night shift worker was
each employee about disconnecting from work tools outside normal being taken off nights by the employer or had been declared medically
working time, between 8:30 pm and 7:30 am and during periods of unfit by the Company doctor.

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Since 2015, managers have completed a stressful working conditions participates in many sports competitions. Every October, a number of
prevention sheet for any employee who is considered to be exposed to employees take part in the Paris 20 km running race, and 130
a stress factor, i.e. any work performed between midnight and 5 a.m. employees, from all over France, took part in the race in October
2017. The “running” Group on Yammer is one of the most active and
Lastly, pregnant women are entitled to a paid reduction in working
reflects a sporting spirit amongst employees.
time of twenty minutes per day from the third month of pregnancy
and thirty minutes per day from the fifth month of pregnancy.
A special focus on health ACTIONS BY FOREIGN SUBSIDIARIES
HEALTHCARE AND PERSONAL PROTECTION INSURANCE Spain 2

Mindful of its employees’ health, the Group has offered all staff in In Spain, Gfi Informatica SA runs health and safety campaigns to prevent
France an attractive healthcare and personal protection insurance plan potential occupational hazards and maintain a high level of health and
for several years with an employer’s contribution of more than 50%. safety for all employees. In order to achieve this high level for all
100% of employees on open-ended contracts have been covered by employees, a risk assessment was conducted according to regulations in
the healthcare and personal protection insurance plan for several force. Each year, plants are visited for the purpose of inspecting all the
years now. On the issue of bringing the health costs regime into emergency equipment (extinguishers, defibrillators, etc.).
conformity with the "responsible" contract and maintaining a high The Group in Spain has negotiated the cost of a mutual health fund
level of cover while protecting the regime's financial balance, with two companies. Although the costs are borne by employees, the
management and unions agreed to sign an agreement in 2016. This employer negotiates a competitive plan offering the best cover. This
agreement also gives spouses the opportunity to access cost-effective year, 15% of employees have chosen to be covered under the mutual
healthcare cover. insurance plan.
Please note that employees’ salary is maintained during the first three Gfi Informatica SA is particularly interested in preventing work risks
days of absence, so-called “qualifying” pay, subject to one year’s and runs theoretical and practical prevention training courses for its
previous employment. employees. This training is provided not only when hiring new
employees, but also when they have to relocate to different sites or
BLOOD DONATION: ORGANISING TWO BLOOD DONATION
DAYS take on new responsibilities. 95% of the employees have received
occupational risk prevention training to date. The remaining 5%
Each year since 2011, management has allowed employees at the
represent new hires and are currently receiving this training. The
Saint-Ouen site to give blood in association with the Bichat Hospital.
employees are also trained in first aid, evacuating sites, extinguishing
Taxis pick blood donors up from the office and take them to the
fires and using semi-automated defibrillators.
hospital, returning them to Saint-Ouen afterwards (escorted donation
plan). Around twenty employees regularly give blood in this way. The For Efron subsidiaries in Colombia, Mexico and the United States, the
HR and Marketing departments are actively involved in the initiative, following measures have been taken:
with the appointment of a blood donation officer and webmaster who
• En Colombia, an action plan is being developed to provide a mutual
designs and manages a dedicated intranet site. Both the blood insurance plan and personal protection insurance for employees.
donation service and donors like the escorted donation plan: the blood
donation service has reported an increase in regular donations, while • In Mexico, an occupational risk prevention plan is being drafted to
comply with new laws which will soon come into effect in the
employees like having everything taken care of (including transport)
country. In addition, the staff of Gfi Mexico has access to both
and being motivated by colleagues.
public healthcare through the Mexican Institute of Social Security
Since 2015, the initiative has become widespread in France and the and private healthcare through private insurance which covers
participation of a large number of sites has been a resounding success: medical costs. In this way, employees have access to improved
more than 50 employee donors per participating site. medical assistance.
SPONSORSHIP WITH CHARITABLE ASSOCIATIONS • In the United States, the employer provides medical assistance to
all employees and pays 50% of their insurance. This year, 90% of
By signing a sponsorship agreement three years ago with the Red
the employees have health insurance.
Cross, Gfi Informatique is supporting actions for first aid,
humanitarian aid, and action in the social and health spheres. The
Portugal
actions respond both to emergency and extraordinary situations as
well as day-to-day help or awareness for actions in a familiar Gfi Portugal is covered by health insurance, including medical
environment (in the home, on the roads, at work, etc.). checkups and tests every two years. Gfi Portugal renegotiated its
insurance contract to improve health coverage for all its employees.
PROMOTING SPORT 193 employees currently have a life insurance policy. Each employee
The practice of a physical activity is known to be a factor for will be eligible to join an employer mutual insurance plan after six
well-being and health. The Group actively encourages this and months of seniority. 517 employees currently participate in this plan.

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Our Roff subsidiary has the same health policy as Gfi Portugal. Although employees in Luxembourg are not members of a collective
Employees are eligible to join an employer mutual insurance plan from healthcare plan, they do have a collective personal protection
the date of hire. 790 employees currently participate in the mutual insurance plan.
insurance plan. All employees are covered by personal protection
insurance. Morocco
The Group in Morocco also offers all employees the opportunity to
Belgium
join an employer personal protection insurance plan as well as a
In Belgium, as well as compliance with the safety requirements laid collective mutual insurance plan. The mutual insurance policy was
down by the 1996 law on workplace wellness, Gfi Informatique has renegotiated for several years with the insurer to increase the level
partnered with a specialised external service, IDEWE, on protection and types of coverage. As a result, the average coverage in Morocco is
and prevention in the workplace and organises medical checkups for around 90%.
employees. This service advises Gfi Informatique on prevention and
At the same time, a medical centre has been available for a number of
offers solutions for workplace safety.
years at one of the sites in Casablanca in order to look after the health
As part of the risk prevention plan prepared by the in-house adviser, and safety of employees and increase the number of medical
new emergency signage has been installed in the building to facilitate examinations carried out. The medical facility is run by two Company
evacuation in the event of fire. doctors and is open four days a month.
At the same time, management is particularly focused on the Likewise, around twenty employees attended awareness-raising
prevention of alcohol and drug consumption in the workplace. sessions on health-related topics conducted by the Company doctors.
Management adheres to a policy to promote the well-being of its As part of this responsible approach, an influenza vaccination
employees. The responsible behaviour expected both of employees campaign was conducted again this year.
and management is outlined in the Company regulations, which are
strictly enforced if necessary. Finally, Belgium offers all its employees Poland
an insurance plan for hospital expenses as well as a personal
protection insurance plan. IMPAQ employees and their families are entitled to join a personal
protection insurance and mutual insurance plan. In addition, accident
insurance is available.
Luxembourg
In line with our commitment to health, all new hires receive health
In Luxembourg, for each new hire, a medical checkup is scheduled to
and safety training. This measure has reduced the total number of
identify any health problems in order to adapt the work area. A
work accidents for the past two years.
Steering Committee was set up to identify and monitor employees
dealing with absenteeism and illnesses. An initiative to promote health was recently launched to encourage
our employees to participate in sport. With this in mind, IMPAQ
co-organised a work-related sports activity "Biking to work". Each
kilometre covered enables an association to make money.
2.1.5. Development of human capital and skills, a lever

for success
Gfi Informatique has equipped itself with a policy and tools for hours training hours per year per employee in France, representing
developing human capital and skills for the success of its over 113,915 hours of training in 2017. Approximately 34% of
transformation in a competitive market context. employees in France received training in 2017, with this rate reaching
41% for the entire Gfi Informatique Group.
Responding to our clients’ demands not only necessitates identifying
and knowing the skills of its employees but also knowing how to Gfi Informatique pays special attention to the quality of its training
improve them in an innovative and constantly changing sector. courses and continually assesses the organisations with which we
work as well as the level of satisfaction of the skills acquired by the
Gfi Informatique launched a forecasted job and skills management
employees who attended a training course.
(GPEC) action six years ago to map its trades and associated skills and
to achieve a forward-looking vision of the skills required within three In terms of vocational training, the objectives of the business coincide
years. with employees’ personal goals:
As a result of this reflection, apart from our policy of recruitment and • staff want to progress and acquire specialist skills to keep pace with
mobility, investment in training is an essential area for development. market demand;
Training therefore continues to be sustained with an average of 35

Social information
• the Group wants to provide all employees with tools that enable Human Resource Management System (Talentsoft) allows for an
them to enhance their skills and motivation. integrated approach to different aspects of human resources,
The Group’s training strategy goes beyond the statutory initialising the recruitment process, transferring and archiving annual
requirements. The strategic aspects of training plans are defined each interviews, receiving training demands and following up on actions
year based on market trends and the specific characteristics of each taken, managing trade repositories and skills as well as compensation.
activity.
Training focuses on three main areas of expertise: TRAINING COURSES GIVEN BY FOREIGN
•
•
technical;
professional;
SUBSIDIARIES
2
Portugal
• personal development.
Training falls into one of six categories: As in France, the majority of the training courses in Portugal relate to
technical training (74%), followed by business and management
• specific training to adapt to the customer’s environment; (12%) and, finally, language training, mainly in French, (14%). The
• training as part of a strategic workforce planning approach to employees can also use the same e-learning platform as is used by
satisfy the medium-term business strategy; France as the majority of courses are in English. The training
• Gfi Informatique University, which provides training for managers, organisations used by Gfi Informatique Portugal are assessed in the
sales engineers, project managers and project leaders; same way as in France. This "hot" assessment is carried out by
employees combined with a "cold" assessment to assess the training's
• retraining programmes;
effectiveness.
• integration of young graduates with a tailored training plan and job
seekers through pre-employment training; For the Roff subsidiary, the annual training plan is based on the same
topics outlined above. Most of the training courses are technical
• two e-learning platforms, one with access to close to 2,000 IT training courses (68%), followed by business and management
courses designed by outside professionals and the other designed to courses (13%), and lastly, personal development courses (15%). As
set up training courses tailored to the Group's processes and needs. part of the SAP projects, Roff Portugal acquired an e-learning platform
In France, specific actions have been carried out on subjects (Learning Hub) to provide employees with access to interactive SAP
considered strategic for the Company, for example: apprenticeship content. 210 employees have participated to date. The
• improving the skills of sales staff for the sale of complex solutions; goal over the next three years is to provide access to all employees.
• strengthening of expertise testing and Devops through

Spain
qualifications-based, personalised training;
• training all new managers, sales representatives or project In the same spirit, employees in Spain can attend any type of course
managers/project directors on our internal process tools through an bearing in mind that the majority of courses followed involve
integration course at Gfi University; in addition, in November 2016, technical training courses (60% of courses), followed by language
an ambitious eighteen-month training programme was launched for courses (34% of courses) for English and French. Every year
our managers with one of the major business schools. In the light of management provides employees with a list of possible training
new industry and Group challenges, this training will enable courses on a portal with their content and dates. At the same time,
managers to arm themselves with the main educational tools employees may also use the same e-learning platform as the one
required in order to lead their teams through the Group’s chosen in France for technical training. Employees and managers carry
transformation process. out several assessments of the training courses to measure the
services provided by the training organisations and to assess their
Some training projects are conducted to maintain the employability of
effectiveness when implemented.
employees following customers’ organisational and technological
changes. The training policy of the Efron subsidiary in Spain is as follows:
Gfi Informatique uses, amongst other mechanisms, the annual • A training policy has been put in place in Colombia for technical and
interview and professional interview (two separate interviews) to managerial courses over the past two years. In the same way as in
assess its employees and establish their future career path. In addition Spain, a satisfaction questionnaire is sent to employees to assess
other interviews assess the follow up, the employability and both the course content and the trainer.
integration of employees, in particular young and senior staff. In • In Mexico, 90% of the training involves technical courses with the
response to contractual provisions, a special interview was set up in remaining 10% devoted to language courses for English. The
2015 for employees on a fixed number of days in order to consider employee assesses the training to evaluate the knowledge acquired
their work/life balance. during the course. A training catalogue is being prepared for 2018.
Lastly, the Group has also supplied managers with IT applications to
coordinate all these HR development projects. Gfi Informatique’s

Social information
• In the United States, a new training strategy was launched to employees combined with a “cold” assessment by managers to assess
provide all employees with the opportunity to develop their skills the application of the skills acquired during a training course. As part
and knowledge. of the ISO 27001 standard, a major training campaign on IT security
has been organised by Gfi in an e-learning format.
Belux
In Belgium and Luxembourg, training in 2017 was based on three key
Poland
areas: technical courses (software development, system management, In Poland, more than half of all training courses involve technical
business object, etc.) followed by business and management courses, training (JAVA, Oracle, ITIL, Angular, etc.) followed by business and/or
and lastly personal development courses. E-learning is the unique management training, and lastly personal development mainly
feature shared by the training policy in these two countries: in relating to learning French due to Gfi Informatique Group's recent
addition to the platform chosen in France which employees in Belux consolidation of the Polish subsidiary.
can use, a partnership has also been concluded with another publisher
At the end of the training course, a questionnaire is sent to employees
on the subject, on both software development and the essential
allowing them to evaluate both the course's content and trainer.
training for developing the skills of an IT consultant.
Morocco Ivory Coast

Most of the training courses offered in Morocco are technical training In Ivory Coast, all training courses involved technical training (JAVA,
courses (60%), especially those connected to the publisher SAGE, Oracle, ITIL, Angular, etc.). As in France a “hot” assessment is carried
followed by business or management training courses (20%) and out by employees combined with a “cold” assessment by managers to
lastly, personal development courses (20%), mainly related to assess the application of the skills acquired during a training course.
learning English. As in France a “hot” assessment is carried out by

Social information
2.1.6. Equal treatment and respect for others, two major pillars
of the Group’s employment policy
AN ETHICS CHARTER, SYMBOL GENDER DIVERSITY, A CHALLENGE

OF RESPONSIBILITY, INTEGRITY AND RESPECT With women making up almost 24% of its workforce, Gfi
FOR OTHERS Informatique has achieved a ratio that corresponds to the average of
other IT companies. The distribution of staff by gender and country
2
France can be found in the appendix.
Although the basic principles, which guide the working behaviour of all
employees, are known and respected inside the Group, Management’s 2017 gender equality action plan in France
policy is to formalise and reaffirm them, and it drafted an ethics
charter in 2014. INSIDE THE GROUP’S FRENCH SUBSIDIARIES
Gender equality on the Board of Directors
The Gfi Informatique Group’s ethics charter underlines the Group’s
respect for the law, people and its responsibilities to its clients and its The Copé-Zimmermann law of January 27, 2011 and the AFEP-MEDEF
other stakeholders. The Gfi Informatique Group’s ethics cover the Code, which was revised in November 2016, provide that as of the end
three basic principles of responsibility, integrity and respect for others. of the shareholders' General Meeting of 2017, (i) 40% of the members
The importance of talking about social responsibility, health and of the Board of Directors of a listed Company must be women or (ii) if
safety, quality, diversity, integration and harassment is underlined in the Board has fewer than eight members, the difference between the
the respect for others section. In particular, the Group undertakes to genders cannot exceed two (excluding the director representing
respect and promote the basic rights protected by the Universal employees).
Human Rights Declaration, the dignity and value of human beings and The Combined General Meeting of Gfi Informatique, held on May 22,
gender equality. The charter underlines the respect for confidential 2017, reappointed the director Carolle Foissaud and the observer Gérard
information and the protection of personnel data. Longuet. In addition, the General Meeting appointed the following
This charter was the subject of information and consultation with the observers: Jean-Paul Lepeytre, Nicolas Roy and Patrick de Giovanni.
staff’s representative bodies. As a result, at December 31, 2017, the Board of Directors is composed
of eight directors of whom three are female (excluding the director
Portugal representing employees), in accordance with the provisions of the
In Portugal, Gfi Portugal signed an Ethics Code in which the subsidiary Copé-Zimmermann law, thus ensuring gender balance among
undertook to respect ethical principles and values: respect for human directors on the Board of Directors.
rights, promotion of diversity, fight against discrimination. In its Gender equality
general terms and conditions of business, the subsidiary also requires
The 2017 action plan reflects the commitment of management to
its suppliers to comply with ethical standards. In line with this
promote gender equality in areas such as recruitment, pay, career
proactive approach, management has issued new employees with a
progression and even vocational training. To underline its
recruitment guide setting out the principles of equality and
commitment to the principle of gender equality, management has
non-discrimination since 2013.
agreed in the action plan on targets for improvement in the different
Morocco areas and the implementation of actions to achieve these targets.
Since 2008, the Gfi Informatique subsidiary in Morocco has been Hiring
awarded the CGEM (Moroccan General Business Consolidation) label, The actions taken in line with the policy, defined by the division, to
valid for three consecutive years each time. The subsidiary’s promote digital sector jobs in higher education institutions and forums,
accreditation was renewed in December 2016. The high level of were prioritised. By way of example, the Gfi Informatique Group in
commitment of the Group’s teams in Morocco to the objectives of France has already taken part in the second Young Women and Digital
CGEM’s social responsibility charter and the preparation of an action forum. As a Gold sponsor, one of the members of the senior management
plan justified the renewal of this accreditation. conducted a conference on the theme “Reshape your Briefs”, with Axelle
Today, the Group in Morocco is part of a small and exclusive club Lemaire, the Secretary of State for Digital, and other partners. The
alongside more than fifty other Moroccan companies that have purpose of this forum, in which 1,483 women were enrolled, was to
received this accreditation. under this charter, our Moroccan entities promote the digital trades to women and future employees and to
commit themselves to several points, especially in terms of the develop the entrepreneurial spirit among this female public.
workforce: respect for human rights, continuous improvement of
employment and working conditions and labour relations, and the
development of community engagement.

Social information
Management has also set itself the target of increasing, by 1%, the Portugal
number of women hired as a percentage of women in the workforce.
A sign that gender equality is a force for the Company’s growth and
Career progression and vocational training dynamism, Senior Management in Portugal has almost perfect gender
Management wants all women who are team leaders or who are in equality with five men and four women. Similarly to Spain, there is no
senior management to take part in a management training course distinction between women and men, whether it be for compensation,
between now and December 2020. In addition, it wants to step up its promotion or treatment.
efforts in terms of training for women by setting itself the target of
increasing, by 2%, the number of women following training initiatives Belux
as a percentage of the women in the workforce.
The Group’s employees in Belgium can file a complaint against acts of
Equal pay violence or sexual/mental harassment at work. This collective
Pay is based on the principles of fairness and objectivity. Pay increases measure is brought to the attention of all employees in the company
are based on performance and development potential, with no gender regulations applicable in Belgium. It should be noted that this measure
bias. is aimed at both men and women. under this system, aggrieved
employees can speak to an adviser and/or counsellor appointed by the
In the event of a pay gap, which is not justified by the level of
employer, who can offer advice, help and support. Valuable
responsibility, training, experience or professional expertise, the
psychological support can be obtained by being able to share a
situation is investigated. It was agreed that a budget of 300,000 euros
problem – sometimes with mediation – in an environment where
would be set aside in 2017, at Group level, to adjust wage disparities,
discretion is guaranteed. For example, one IT consultant who
as has been the case for the last three years. On that basis, in the last
requested counselling was re-assigned to a more suitable role with
five years, almost 900 wage increases were awarded.
another customer.
Every year, management has also offered to provide information on the
Gfi Belux approves the anti-discrimination law in force in the country
use of this budget to the Gender Equality Committee of the Central
which strictly prohibits discrimination based on age, sexual
Works Council of the Gfi Informatique Economic and Social Unit.
orientation, marital status, religion, health issues, etc. A general
Likewise, Gfi Informatique offers a guaranteed pay increase for staff campaign on inappropriate workplace behaviour was launched to raise
returning from maternity/adoption leave, which is higher than the employees' awareness.
statutory minimum. In financial year 2017, 66 employees benefited
from this guaranteed pay increase. Morocco
Furthermore, Gfi Informatique pays staff on paternity leave additional Finally, by signing the social responsibility charter drawn up by the
remuneration on top of the minimum social security benefits they Moroccan General Business Confederation (CGEM), the Gfi
receive, which can lead to employees with a minimum of two years Informatique Group in Morocco has made a commitment to preventing
service receiving 100% remuneration in accordance with an all forms of discrimination and to promoting equal opportunities
established scale. between men and women and vulnerable groups, including disabled
Childcare centres persons. The CGEM's CSR label has just been renewed.
A multi-Company childcare centre has been set up at the Saint-Ouen Poland
site. This allows Gfi Informatique to offer places for children of
employees working at its registered office. The Polish government is committed to complying with the gender
equality laws in force.
INSIDE THE GROUP’S FOREIGN SUBSIDIARIES
THE INTEGRATION OF FOREIGN EMPLOYEES
Spain Conscious of the positive contribution made by foreign employees, Gfi
Informatique in France has nearly 750 employees from around 70
The Group in Spain is also focused on the issue of workplace equality,
different nationalities in its workforce. Their culture and language
and broaches the subject in negotiations on equality with the trade
contributes to the added value of the projects inside the Group.
unions. The unions are particularly keen on the question of work/life
balance. In addition, Gfi Informatique in France is involved in the lasting
integration of certain employees by requesting a change of status at
Efron (Colombia, Mexico, United States) respects equal opportunity
the prefectures and competent employment offices. In certain trades
and encourages non-discrimination based on race, age, gender,
where there is a shortage in the business sector, Gfi Informatique in
ideology, nationality, religion or any other personal characteristic.
France will demand a change of status (students to employees) for
several employees by paying the relevant costs in order to continue
the collaboration with these employees.

Social information
GFI INFORMATIQUE AND ITS EMPLOYEES ARE Gfi Informatique is part of a digital disability collective composed of
MOBILISED ON THE SUBJECT OF DISABILITY around 12 IT companies with the aim of fostering synergy in this
sector by mainstreaming disability and exchanging best practices, and
Ongoing initiatives in France, particularly since setting up actions on the subject of disability. The common digital
2013 disability portal was set up in June 2014 in order to make training and
jobs in the digital sector more understandable.
Since 2013, Gfi Informatique in France has encouraged diversity and
has developed its policy on disability. Lastly, Gfi Informatique launched a "Diagnostic Conseil Approfondi", a
thorough advisory assessment, with the aim of preparing for an
Since 2010, the Gfi Informatique Group has had a disability officer
who liaises with employees and coordinates disability actions.
agreement with AGEFIPH from 2018. This agreement will make it
possible to continue and expand the measures which have been taken
2
From 2013 to 2015, an employee awareness-raising campaign was over the past few years.
carried out in France. This campaign resulted in Gfi Informatique
Intranet dedicating an area to disability. To raise employee awareness
of the issue and to ensure that staff are better informed, leaflets on AWARENESS-RAISING CONTINUES IN FOREIGN
disability were circulated in June 2013 at major sites in France, SUBSIDIARIES
accompanied by a poster campaign at those sites.
Spain
Employee awareness has also been raised with the launch of an online
comic strip on the subject. To answer employees’ questions on In Spain, Gfi Informatica SA acts in accordance with the LISMI Act of
disability and to streamline administrative procedures, a telephone 1982 (a law on the inclusion of disabled persons) and therefore adopts
support line and email address were set up, managed by external alternative measures. The Group in Spain uses specialised centres,
advisers to Gfi Informatique, from June 2013 to mid-June 2014. where more than 80% of the workforce is composed of employees
with disabilities, to outsource certain tasks: purchase of office
A communications company specialising in disability approached the equipment, office maintenance, etc. At the same time, Gfi Informatica
Group to provide professional support and impetus for the project. Gfi SA also works with specialised foundations to recruit more disabled
accompanies its action by helping disabled employees through the employees whose technical skills match those required for its projects.
awarding of CESU disabled pay checks to employees who declare The management in Spain is keen to promote these measures and to
themselves disabled. showcase its commitments and actions on the intranet site. There
Gfi's action on disability also consists in initiatives that promote the have been no problems or difficulties encountered to date with
continued employment of employees with disabilities, by adapting respect to their involvement in projects and in the Company.
workstations with the help of an occupational health physician,
SAMETH, an organisation offering support services for disabled Belgium
employee retention and AGEFIPH, the French association for the
In Belgium, although no binding disability agreement or plan has been
integration of disabled persons, so they remain in their jobs.
signed, the inclusion of disabled persons still takes place and working
Gfi Informatique has also implemented a recruitment policy for conditions are adapted to accommodate the disability concerned.
disabled persons. Job vacancies are advertised on disability Remote working is also encouraged to reduce or even avoid business
employment websites such as Monster Handicap and AGEFIPH. The travel. In this case, the employer may contribute towards the costs of
Gfi Informatique Group attends events dedicated to the recruitment adapting the workstation in the employee’s home (paying for the
of disabled persons. In addition, a partnership agreement was signed computer, internet and telephone line, etc.). Finally, the local
with Tremplin in 2012 the aim of which is to put disabled students and government employment office (VDAB) ensures that the employer is
trainee apprentices in touch with Gfi Informatique. This initiative has proactive on the subject and that it offers its employees the
also allowed Gfi Informatique to exchange best practices in this area appropriate working conditions.
with partner companies.
As part of its partnership with Tremplin, Gfi is partner to the sixth Morocco
edition of "Tous HanScène", a video competition about disabilities, that
Concerning Morocco, Gfi Informatique has retained the services of an
aims to motivate more disabled middle- and secondary-school students
association specialising in the integration of disabled persons, AMH, so
to pursue higher education, to incite higher learning institutions to open
that it can hire more disabled persons. With around 25,000 members,
their doors and courses of study to disabled young people and to enable
AMH is a key player in Morocco for the inclusion and welfare of
companies to recruit disabled university graduates.
disabled persons. A disabled employee was recruited in 2015 with an
Furthermore, partnerships have been developed with the non-profit adjustment of working conditions. The management in Morocco is
organisations CEDRE (paper recycling), INTERNETTO and COPIVER keen to promote these measures and to showcase its commitments
(digital printing) to establish a referral system within the Group. Gfi and actions on the intranet site.
Informatique continues to work with Esat or Adapted companies for
office supplies, services, subcontracting and the provision of personnel.

Social information
Despite everything, the rate of disabled employees within our foreign subsidiaries (0.8% in Portugal, 0.5% in Belux, and 0% in
workforce does not reflect the efforts made: around 2.7% in Ivory Morocco, Switzerland, Colombia, United States, Mexico). The same
Coast, 1.3% in France, 1.2 % in Spain, 2.3% in Poland, 2.7% in Ivory problem is encountered at the branch level where there is an average
Coast and less than 1% inside the Gfi Informatique Group's other rate of French disabled new hires of around 1.4%.
2.1.7. Promotion of and compliance with the fundamental

conventions of the International Labour Organization
THE GROUP’S MEMBERSHIP OF THE GLOBAL In addition, in September 2013, Gfi Informatique Group in France
COMPACT launched a corporate social network called Yammer to turn individual
knowledge into collective wisdom. This is a particularly innovative
By signing the Global Compact on July 22, 2015 the Gfi Informatique business project because it offers employees a new communication
Group confirms its strong attachment and above all its respect in the tool based on the use of Web 2.0 technologies. The inspiration for the
following four key areas: human rights, international labour standards, project came from a desire to foster better communication between
environment, and the fight against corruption, as outlined in employees from different backgrounds (trade, production, support
section 2.4.1. functions, etc.) who share a common professional interest. Joined
The principles respected by the Gfi Informatique Group, in terms of together to form a “community”, employees can use Web 2.0
human rights and international labour standards, and confirmed technologies to get to know each other, exchange information more
within the scope of this initiative are above all: easily and take advantage of collective intelligence.
• promoting and respecting the protection of international law on A groundbreaking initiative entitled “Chat with our Chairman” was
Human Rights; launched in September 2016, giving all Group employees the
opportunity to ask the Chairman questions during their lunch break.
• ensuring that it does not aid and abet breaches of Human Rights;
Over 1,800 employees took part in this first session, which lasted for
• respecting freedom of association and recognising the right to one hour. The script was transcribed on our internal blog, enabling
collective bargaining; absent employees to read the answers given by the Chairman on a
• helping to eliminate forced or obligatory labour; diverse range of issues relating to Group organisation, human
• helping to abolish child labour; resources, the quality of life at work, future projects etc.
• helping to eliminate all professional and employment Finally, the organisation of informal events, whether at the
discrimination. international level (seminars for managers and sales staff in January of
The associated actions carried out by the Group are explained in the each year), national level (winter barbecue in Belgium) or local level
paragraphs below. (kick-off) events also allows employees to broaden their knowledge.
CHANNELS FOR EMPLOYEE DISCUSSION AND FREEDOM OF ASSOCIATION AND THE RIGHT
COMMUNICATION TO COLLECTIVE BARGAINING IS AT THE HEART
OF THE COMPANY'S PROCESS
For the past few years, employees have been encouraged to
participate in collaborative platforms and social networks. In 2011, Elimination of employment and professional
collaborative forums were set up to support the Business Units. Since discrimination
then, several online communities have been created to encourage
discussion of professional topics. Freedom of association is the right of every person to join others to
express, promote, pursue and defend common interests. Freedom of
In addition, an internal blog aimed at all Group employees was
association is enshrined in many national constitutions and Human
launched in 2012. A symbol of the Group’s modernity and dynamism,
Rights declarations, such as the European Convention on Human
the blog is an invaluable tool for internal communication, allowing a
Rights.
wide range of information to be exchanged. Employees are given the
opportunity to express their views, add comments and demonstrate The Gfi Informatique Group in France and worldwide complies with
their knowledge of the topics covered. The same principle was national laws and international conventions on freedom of association
developed in Belgium via a platform where employees can ask in all countries where it operates. The means of communication
questions, post messages and share information. available to employees as well as the various organised events help to
implement this freedom of association.

Social information
Collective bargaining between employers and employee The two parties make a deliberate choice to work together following a
representatives covers various topics such as pay, working conditions, clear and established recruitment process. This is evidenced by signing
working hours and conflict resolution. The Group is in favour of this as an employment contract, a document that removes all suspicion, were
a way of guiding and implementing its development strategy. In June this to exist, of forced or compulsory labour in any of the Group’s
2014, Gfi Informatique France also set up an Economic and social companies. The identity and skills of the future employee are checked
database (BDES) in the form of a SharePoint for five of its principal upstream: curriculum vitae, passport, driving licence etc. The
companies in the Group, which in 2015 was extended to the Group’s procedure for foreign new hires is stricter with the presentation of and
other companies. This base, which gives access to the Group’s main authentication of the residence permit.
social and financial documents, is intended to permit staff
representatives to be able to understand the Group’s strategy.
Finally, it should also be pointed out that the Gfi Informatique Group
does not employ children in France nor in any of its subsidiaries.
2
The right to organise, the freedom to join the trade union of one’s
choice and the absence of discrimination against employees who are Commitment to the Paris Saint-Germain
active union members are also intangible principles within the Group. Foundation
In May 2011, the Gfi Informatique Group in France signed an Gfi Informatique extended its commitment with the Paris
agreement on the organisation of trade union rights and social Saint-Germain Handball Club, by sponsoring the first Paris
dialogue within the Gfi Informatique Economic and Social Unit. This Saint-Germain Foundation Children’s Day at the Pierre de Coubertin
agreement contains, inter alia, clauses on the communication Stadium. Nearly 1,000 children aged between 8 and 12, including
channels of union branches, the operating subsidy for union branches, some from complicated social backgrounds who are unable to go on
negotiations on agreements or even pay increases and the holiday, took part in this extraordinary event. Children of employees
professional development of staff representatives. and customers were also invited to attend this event. The objective for
Gfi Informatique and the Paris Saint-Germain Foundation was to offer
Abolition of forced labour and the effective them a unique experience, making magnificent memories that they
abolition of work by children could share with others. During the day they were able to take part in
educational and sporting workshops on sporting values and attended a
Given the nature of the industry, the absence of forced or compulsory
show with performances from sportspeople, freestylers and musicians.
labour and non-use of child labour is self-evident.
2.1.8. Raising employee awareness of sustainable development

Since 2015, several initiatives have been conducted to raise In 2015, these initiatives were also warmly welcomed in France on
employees’ awareness of sustainable development, as outlined in secondary sites or subsidiaries in the regions, such as IDVROM by
section 2.2. SNCF intervening in Gfi Informatique’s premises in the Nantes region
to promote car sharing. In the southeast, Gfi Informatique’s teams in
In the same vein, Gfi Informatique Group France launched the
the Lyon region took part in the Mobility challenge organised by the
Sharecar programme in June 2015 enabling its employees to share
region to make a maximum number of employees aware of alternative
electric and/or hybrid cars. Encouraging more environmental friendly
means of transport (bikes, public transport, car sharing, etc.).
traveling has been the leitmotiv of this initiative at the registered
Employees were asked to travel to their place of work using a means
office and in our main regions.
of transport causing limited or no pollution.

Environmental information
2.2. ENVIRONMENTAL INFORMATION
2.2.1. General environmental policy
Group organisation in relation to dealing with Spain also monitors compliance with environmental standards very
environmental issues and environment-related closely. In fact, the Quality Department, in conjunction with the
assessment and certification Corporate Services Department, worked on a Programa anual de
mejora, aiming, in particular, at reducing waste, energy consumption
Since 2006, the Group has taken steps to educate staff on and even carbon production. These various initiatives have enabled
environmental issues and the impact of its activities on the local Spain to make its mark in terms of controlling the environmental
environment. The objective was to identify best practices within the impact of its business, as well as by implementing environmental
Group and to put forward some concrete actions that could be shared protection rules. On this basis, Spain had its ISO 14001 2015 version
with colleagues and business partners. The coordination and certification renewed in 2017 for three years for its buildings in Madrid
deployment of this approach are the responsibility of the departments and Bilbao (certification obtained for the first time in 2011 under the
in charge of Purchasing, Human Resources, Corporate Services or Standard's 2004 version).
Quality of Service, depending on the country and site. Sometimes
In Portugal, the initiatives and environmental procedures applicable
they are overseen directly by General Management in the country in
to all employees are coordinated by both the Corporate Services
question.
Department and the IT Department, most of which involve recycling.
In France, CSR initiatives and procedures applicable to all employees
In Portugal, the subsidiary adopts Associação Nacional para o Registo
are coordinated by the Quality Department as well as by the Group’s
de Equipamentos Eléctricos e Electrónicos (ANREEE) standards for
Purchasing Department. To find out how well it is doing, every year
selling electronic equipment and complies with environmental
since 2010 the Group has assessed its CSR via EcoVadis, a specialist in
specifications. In 2017, the subsidiary renewed its registration in the
rating CSR in line with Global Reporting Initiative, UN Global
national register of electrical and electronic equipment manufacturers.
Compact and ISO 26000 methodology. This analysis is based on 21
criteria across four themes: Environment, Employment, Business In Morocco, initiatives to reduce the environmental impact of the
Ethics and Responsible Purchases. In 2017, Gfi Informatique obtained Group’s business are organised by the Human Resources Department.
a GOLD award (compared to SILVER in 2016), and was ranked in the In Morocco, Gfi Informatique received, for the first time in 2008, then
top 5% of suppliers awarded the highest scores by EcoVadis. in 2012, CSR accreditation awarded by the Moroccan General Business
Confederation to companies that adopt a sustainable development
strategy. This accreditation represents the Group’s solemn
commitment to promote the universal principles of Social
Responsibility and Sustainable Development in its business activities,
its labour relations and, more generally speaking, in its contribution to
value creation. In December 2016, Gfi Morocco had its CGEM Label
renewed for the second time for another four years. This renewal
demonstrates the Group’s ongoing engagement in CSR-related areas
as well as its commitment to a corporate culture that brings together
all its employees and stakeholders around responsible values and
behaviours.
In Belgium and Luxembourg, issues relating to environmental
protection are monitored directly by General Management, which is
working on initiatives relating to waste management and reducing
energy consumption.
Starting in November 2017, Ivory Coast's initiatives relating to
environmental protection have been coordinated by the Human
Resources Department, which is implementing measures which will be
applicable from 2018.

Environmental protection training and At the Roff subsidiary in Portugal, magnetic boards have been set up
information initiatives for employees in the cafeterias and eating areas to teach employees how to protect
the environment, especially by providing advice to promote recycling
In France, so as to raise the profile of its CSR initiative amongst its and saving water.
employees and customers, Gfi Informatique rolled out a CSR heading
on its intranet, containing all the Group’s CSR documentation (in In Spain and Portugal, special attention has been paid to celebrating
particular, the letter of adhesion to the Global Pact of the United World Environment Day in June 2017, where the slogan "Bringing
Nations, Group certifications, the ethics charter, the Responsible People Closer to Nature" helped to raise the employees' awareness.
Purchases Charter and questionnaires in French and English) thereby
making it easier to respond to calls to tender and enabling the Group
Lastly, poster campaigns were carried out in most of the Group’s
subsidiaries to raise employees’ awareness of paper and water use or 2
to be more transparent. Specific training on these issues is carried out recycling or to encourage them to prioritise the use of public transport
by the Group’s Quality Department. rather than using their cars.
ISO 14001 certification in Spain was accompanied by various training
and communication initiatives for employees on the theme of the The resources devoted to preventing
environment. The Quality Department and the Corporate Services environmental risks and pollution
Department are working to raise employees’ awareness of risky Since there is no direct risk of the Group’s business causing an
situations and what to do in the event of an incident with an environmental incident, no corresponding provision was recorded in
environmental impact. Employees also have direct access to all the the Group’s consolidated financial statements for the financial year
documentation on the website. In 2017, environmental ended on December 31, 2017. Some resources were, however,
awareness-raising campaigns were launched on all of the Group's deployed by the Group to prevent the production of waste and to
premises in Spain. enable energy consumption and the emission of greenhouse gases to
be reduced, as set out in the sections below.
2.2.2. Pollution
generated by the business (see section 2.2.4), to use resources in a
Preventive measures to reduce emissions sustainable manner (see section 2.2.3.2) and to reduce waste
released into the air, water and soil that are production (see section 2.2.3.1).
seriously harmful to the environment
The IT and intellectual services provided by the Group have a limited Consideration of noise and other forms
impact on the environment and do not directly cause emissions to be of pollution
released into the air, water or soil. The Group’s business does not generate any noise or olfactory
Every country in which the Group operates is working to put in place pollution.
procedures to reduce significant levels of greenhouse gas emissions
2.2.3. Circular economy
2.2.3.1 WASTE PREVENTION AND In France, an approved supplier for the recovery and processing of
MANAGEMENT WEEE (Waste Electrical and Electronic Equipment) from obsolete
scrapped IT equipment was selected: 2.4 tonnes of materials were
collected in this way on the Saint-Ouen site in 2017. The scope of this
Measures for the prevention, recycling, re-use
collection was extended to include all the sites in the Paris region, a
and other forms of recovery of waste as well as total of 2.809 tonnes of materials were thus collected in 2017
for its disposal (compared to 2.078 tonnes in 2016). In addition, the Nantes site
With regard to Gfi Informatique’s business, management of paper and centralises management of all WEEE in the Western region of France.
waste electrical and electronic equipment (WEEE) is one of the main This site is also a member of the waste commission for an association
challenges in environmental terms. The Group has therefore put in of all the companies in the city and works with institutionals to
place measures for the prevention, sorting, recycling and disposal of provide recycling solutions for different types of waste and then
waste as well as procedures specifying how materials and components applies them to the Gfi Informatique site in Nantes. In addition, one of
are to be recovered for recycling. Gfi Informatique's activities involves the manufacture of electronic
equipment, consequently it is a member of the French eco-organism
ESR which is responsible for collecting and processing scrapped
professional electrical and electronic equipment. As a result, in 2017
this organism collected 2 tonnes of Gfi Informatique's equipment
(compared to 2.2 tonnes in 2016), mostly involving badge readers.

In Spain, the Group also signed a sub-contract with an approved In addition, some excellent initiatives can be noted at certain Group
waste management company to facilitate the collection and recycling sites:
of WEEE. As a result, WEEE collected was estimated at 380 kg in 2017
In Morocco for example, posters were put up in local premises to raise
at the Madrid site (vs. 400 kg in 2016), with no WEEE collected for employees’ awareness of water use. In addition, wastewater was
recycling at the Bilbao site in 2017 (vs. 150 kg in 2016). However, recovered in accordance with Moroccan environmental protection
obsolete equipment was donated to employees, including 53 obsolete
standards.
computers (vs. 41 in 2016) to personnel on the Bilbao, Barcelona,
Alicante and Madrid sites. In addition, an annual environmental In Poland, the Warsaw site relocated in May 2017 to a building with
improvement programme was implemented, including raising the BREEAM (Building Research Establishment Environmental Assessment
employees' awareness of source-separated waste. Methodology) Excellent certification, ensuring much lower water
consumption than in a standard office building.
In Portugal, a similar approach was taken for management of
electronic waste. Where equipment cannot be donated, it is recycled. At the Roff subsidiary in Portugal, awareness training for employees
To this end, the Group in Portugal is working in partnership with the regarding water conservation is carried out using magnetic boards set
Amb 3e Associaçao Portuguesa de Gestao de Residuos recycling up in the cafeterias and eating areas.
company to collect WEEE. Nevertheless, the Group had no equipment In Ivory Coast, Gfi Informatique will launch a poster campaign
to recycle in 2017. Lastly, an agreement was signed direct with the starting in 2018 to enhance employee awareness of environmental
printer supplier, tasking said supplier with the systematic collection protection, especially water consumption.
and recycling of used toners. At the Roff subsidiary, all WEEE is
grouped in a dedicated area with collection and recycling periodically Consumption of raw materials and measures
handled by an outside service provider. taken to make their use more effective
In Belgium and Luxembourg, WEEE is also collected by a specialist
Direct consumption of raw materials by the Group’s business is
firm for recycling.
extremely limited. It is not, therefore, appropriate to include raw
In Morocco, waste computer and computer consumables management materials monitoring in the Group’s environmental policy.
was set up in partnership with associations in order to recycle this
The Group is, however, vigilant when it comes to the consumption of
waste. In 2017, 625 kg of WEEE was collected (vs. 500 kg in 2016).
paper by each of its subsidiaries and awareness-raising initiatives are
conducted to reduce the amount of printing.
Initiatives to reduce food waste
In France, for example, this involved a poster campaign to limit the
In view of the nature of Gfi Informatique Group’s business, this amount of printing, a recommendation in every email to print only
indicator was not subject to any particular monitoring and was whatever is strictly necessary, duplex printing as the default setting
deemed to be irrelevant. and, wherever possible, the use of recycled paper.
Thus:
2.2.3.2 SUSTAINABLE USE OF RESOURCES • in 2011, waster paper bins were installed at the Saint-Ouen site
with selective sorting at source and this was subsequently extended
Water consumption and supply dependant on to all sites in the Paris area in 2012. As a result, a total of 9.3 tonnes
local constraints of paper were collected in 2017, compared to 9 tonnes in 2016;
Since Gfi Informatique’s business does not involve water consumption • the collection was extended to the Lille, Lyon, Nantes and Toulouse
outside normal building use, the Group does not particularly monitor sites.
consumption. However, setting up offices in buildings built to high In late 2016, Cèdre also installed paper recycling boxes in offices at
environmental quality specifications helps to reduce water the Saint-Ouen and Mozart (Clichy) sites, as well as selective waste
consumption. sorting bins on every floor, thereby enabling plastic cups, cans, bottles
and paper to be separated.
To this end, since the Saint-Ouen building is HQE (High Environmental
Quality) certified, it is fitted with a rainwater collection system. As part of its CSR strategy and to reduce paper consumption, Gfi
Informatique’s Management in France in April 2014 introduced the
Likewise, in 2012, the Golf Park building in Toulouse was awarded the
dematerialisation of pay slips and luncheon vouchers, as outlined in
Very High Energy Performance (THPE) Label, and has water-saving
section 2.1.1 “Involvement in the Group’s performance”.
equipment that makes savings of 44% compared with conventional
buildings. In Spain, a Programa anual de mejora was introduced, as outlined
above, which aims:

(i) to define, on an annual basis, areas for improvement focusing, in Since then, each new site relocation has been an opportunity to
particular, on adopting a responsible printing policy, optimising promote the use of energy-efficient buildings (Building Management
energy consumption and reducing greenhouse gas emissions, System) for heating, air-conditioning and ventilation on the sites in
identifying new sources in order to reduce waste and rationalising Lyon and Toulouse (which is also Very High-Energetic performance
the use of means of transport, and certified) and if possible HQE certified (like the Toulouse site).
(ii)to specify which departments are responsible for monitoring the In addition, in accordance with directive 2012/27/EU of October 25,
measures put in place. 2012 on energy efficiency, Gfi Informatique hired a specialist firm
(accredited by the Laboratoire National de Métrologie et d’Essais (LNE)
For example, in 2017 as part of this programme, employee awareness
campaigns were introduced by the Quality Department about errors
committed during waste recycling. In 2017, the Madrid site collected
to conduct an energy audit on certain buildings (Saint-Ouen and Paris
8e), to find ways of saving energy and introduce initiatives to reduce
2
2.58 tonnes of paper (vs. 2.29 tonnes in 2016). energy consumption. Said company compiled a set of
recommendations for all the sites in question so as to define priorities
In Portugal, paper recycling bins were installed in a room specifically
for improving energy consumption at business management level.
designated for this purpose. Likewise, staff have personal printing
codes to reduce paper waste and avoid printing blank pages. In The audit identified certain areas for improvement at the Saint-Ouen
addition, at the Roff subsidiary, all internal documentation must be in site, such as optimising fan coils, replacing neon lights and halogen bulbs
digital form. This initiative is also recommended for both projects and with led lighting and installing motion detectors in meeting rooms.
customer relations. In 2017, electricity consumption at the Saint-Ouen site was 219,307
In Morocco, a poster campaign was also launched to raise employees’ kWh (compared to 291,107 kWh in 2016), which represents a carbon
awareness of the need to reduce the amount of printing and, in 2017, footprint of 5,573 tonnes of CO2 (1) equivalent (compared to 6,322
910 kg of paper was collected (vs. 960 kg in 2016). tonnes of CO2 equivalent in 2016). In addition, electricity
consumption on all the sites in France totalled 5,696,203 kWh
In Poland, 0.34 tonnes of paper was collected at the Warsaw site in
(compared to 5,104,483 kWh in 2016), which represents a carbon
2017 (vs. 1.3 tonnes in 2016). This sharp reduction in paper
footprint of 467 tonnes of CO2 equivalent (compared to 418 tonnes
consumption is due to a number of reasons:
of CO2 equivalent in 2016).
• the relocation of offices to a BREEAM-certified building in May
In Portugal, in accordance with this same directive, the ROFF
2017, where employees instinctively reduced both paper usage and
subsidiary also hired a specialist firm to conduct an energy audit on
orders before and during the relocation;
fleet vehicles and to identify priority measures to reduce energy
• employees' lower demand for printing as developers prefer consumption. The firm compiled a set of recommendations to define
displaying content on several large wide-screen monitors, thus priorities for improving the energy consumption of fleet vehicles.
significantly reducing the need to transfer and present the content Although certifications must be renewed every four years in
on paper; accordance with the European directive, the Roff subsidiary decided to
• more and more documents exist only in electronic form; carry out this verification every two years. In addition, buildings in
Lisbon and Porto have been issued energy certification from ADENE.
• the growing level of the employees' environmental awareness.
In Ivory Coast, Gfi Informatique has introduced a paper quota per What's more, Gfi Informatique's room temperature is monitored with
employee to raise awareness of dematerialisation. Like the Group, use automated switch-offs to limit the use of air conditioning. Likewise,
of the Cloud is strongly recommended for sending and storing office lights switch off automatically at 8:00 p.m. to avoid any
documents rather than using paper. unnecessary consumption. Awareness-raising actions are also carried
out among employees.
Energy consumption, measures taken by the In Spain, the building housing the Madrid offices has LEED (Leadership
Group to improve energy efficiency in Energy and Environmental Design) Gold certification which is
awarded to high environmental quality buildings.
The IT services provided only consume a moderate amount of
electricity. In 2016, audits were also conducted in Spain on the Madrid and Bilbao
sites by approved companies, in accordance with Royal Decree
Gfi Informatique has no data for energy consumption Group-wide, or
56/2016, transposing the European directive on energy efficiency.
for its renewable energy use. The Group does, however, wish to
These audits confirmed that management of energy consumption in
extend its electricity consumption and resulting CO2 emissions
Spain is particularly effective. In addition, starting in 2016, electricity
monitoring, and in section 2.6.2 “Environmental indicators” presents
consumption monitoring was extended to the Madrid and Bilbao sites
all consumption data available to date.
as well as to sites in the Basque Country, Catalonia, Alicante, Seville
In France, the grouping of all the sites in the Paris region at the and the Canaries. In 2017, other sites were added, with total
Saint-Ouen site in 2010 was an opportunity for the Company to electricity consumption amounting to 1,408,780 kWh (compared to
introduce an energy consumption reduction policy. The building has 977,060 kWh in 2016). This increase in electricity consumption is
HQE (High Environmental Quality) certification and has many mainly due to the inclusion of new sites and the increased floor area
features designed to reduce energy consumption. of Gfi Information's premises in Madrid and Alicante. In 2017, the new
sites also benefited from a change in lighting in order to reduce energy
consumption.
(1) Amount calculated over 11 months between January and November.

In Poland, electricity consumption was monitored at the Warsaw site In Ivory Coast, energy-saving light bulbs were used which not only
and is due to be extended to all sites in years to come. As a result, in last longer but also reduce energy consumption. In addition, air
2017 electricity consumption on the Warsaw site totalled 84,000 conditioning is centrally controlled and switches off automatically
kWh (down from 244,715 kWh in 2016). This significant drop in during non-office hours.
energy consumption is due to the site's relocation to a building with
In Morocco, Gfi Informatique also favours the use of energy-saving
BREEAM Excellent certification in May 2017, ensuring much lower
light bulbs to reduce energy consumption. In addition, air conditioning
energy consumption than in a standard office building.
units are grouped and managed by the fleet manager.
In Belgium, some rules have been enforced to reduce energy
consumption such as, for example, switching the heating off outside
office opening hours.
2.2.4. Climate change
SIGNIFICANT INSTANCES OF GREENHOUSE The car fleet is also a cause for concern, in particular, because a car
GAS EMISSIONS GENERATED BY THE BUSINESS policy has existed since January 1, 2017 requiring models with
maximum CO2 emissions of 110 g CO2/km. The average CO2
The Group does not believe it is directly exposed to the consequences emission for the fleet of vehicles was 101.96 g per km on December
of climate change in the short or medium term. 31, 2017, a slight reduction compared the December 31, 2016 figure of
The Group’s General Management has, however, sought to raise 104.34 g per km. Actions were also taken to develop the use of hybrid
awareness among all staff on this topic for several years. The vehicles (petrol electricity or diesel electricity) inside the fleet where
proliferation of regional branches both in France and abroad, in the number now stands at 31 (up from 24 in 2016).
addition to the social aspects already mentioned, contributes to A car sharing system called “SHAREcar by Gfi” was also deployed in
better management of resources, particularly through the customer June 2015. It involves a car sharing solution using electric and/or
proximity it creates and the attendant reduction in business travel. hybrid vehicles throughout France. This programme enables
In 2008, Gfi Informatique employed a specialist firm in France to employees to borrow electric and/or hybrid cars for professional
measure its carbon footprint. This carbon footprint measurement journeys without cost during working hours and for personal journeys
covered all data relating to business travel, energy consumption of at weekends (Friday 6:00 p.m. to Monday 9:00 a.m.).
buildings and data centres, and the impact of equipment and In the Paris region, the Group installed two electrical charge points in
consumables. It was carried out on the basis of 2008 data. The carbon the car park on the Saint-Ouen site followed by an electrical
footprint came to 10,700 tonnes of CO2 equivalent. Business travel car-sharing programme on the same site. This car model is suitable for
accounted for the largest share, with 7,500 tonnes of carbon travelling in the Paris region (short distances).
equivalent.
Hybrid vehicles are favoured outside the Paris region (longer
Following this study, measures were then implemented to limit travel, distances). Hybrid cars are powered by using two separate energy
including: sources, fuel and electricity, which enables them to consume less fuel,
• a systematic approach towards minimising travel, mainly through to release less CO2 and greenhouse gases and therefore fewer
video-conferencing and the use of web conferencing tools; polluting substances than traditional vehicles.
• instructions for all site managers to take every measure possible to
reduce energy consumption through the introduction of lighting
management plans and temperature control systems for offices;
• the opening of negotiations to introduce remote working, as
previously outlined in section 2.1.2 “Working hours, tailored to the
Group’s needs and reflecting the views expressed by employees”.

The Group has deployed several of these cars throughout France to In Portugal, for business travel between the Porto and Lisbon sites,
date: employees are encouraged to use car-sharing solutions. In addition,
bicycles are available to all employees for short journeys during their
Site Number of cars available lunch break or for personal one-day use.
Aix en provence 1 hybrid Company vehicle In Spain, a carbon footprint analysis was carried out on the Madrid
Orthez 1 hybrid Company vehicle site (buildings only), showing that consumption was down in 2017,
with electricity-related CO2 emissions at 266,711 kWh, representing
Orléans 1 hybrid vehicle under the SHAREcar scheme 67 tonnes (compared to 77 tonnes in 2016). This reduction in the
Bordeaux 1 hybrid vehicle under the SHAREcar scheme
2 electric vehicles under the SHAREcar
amount of CO2 is the result of lower kWh consumption due to
converting lighting to LED, thus reducing electricity consumption by
2
scheme +11 Company vehicles +1 hybrid around 16%.
Saint-Ouen Company vehicle
In addition, in 2017, one of the parking areas is equipped with 13
1 hybrid vehicle under the SHAREcar scheme
Lille +2 Company vehicles charging stations for electric vehicles whose management and use are
coordinated by the head of the business park. In addition, the car
2 hybrid vehicles under the SHAREcar
Lyon scheme +1 Company vehicle sharing system has been expanded and a subsidy has been granted to
employees using this type of transportation.
Nîmes 1 hybrid Company vehicle
2 hybrid vehicles under the SHAREcar In Poland, the Bike2work Program aims to encourage all employees to
Nantes scheme +1 Company vehicle come to work on a bike instead of using their vehicles.
2 hybrid vehicles under the SHAREcar In Belgium, each replacement vehicle is preceded by a study of its
Toulouse scheme +3 maintenance vehicles CO2 emissions. Vehicles emitting more than 139 g of CO2/km are not
permitted under the car policy. In addition, the Group in Belgium
Two hybrid vehicles under the SHAREcar scheme were added outside favours the use of hybrid or electric cars and has installed an electric
the Paris region in 2017. charging station enabling cars to be recharged.
The Group sought to centralise the ordering and distribution of In Morocco, shuttle services were set up between subsidiaries'
“vignettes” permitting vehicles to enter municipalities with traffic premises and train stations, as well as the large surrounding cities in
restriction policies in the event of pollution peaks (to date, particularly order to encourage employees to leave their vehicles at home.
in Paris and Lyon). Since the car fleet is made up of recent,
In Ivory Coast, in light of the country's economic and social context,
low-emission vehicles (diesel or petrol), the majority of these vehicles
measuring the consumption of fleet vehicles has not been possible.
will not be banned from entry unless there is a major peak in pollution.
These recommendations have been shared with the various
international subsidiaries, particularly regarding the use of web
conferencing tools.
2.2.5. Biodiversity protection

The IT services provided have no direct impact on biodiversity.

2.2.6. Global compact – Environment principle

As previously outlined in section 2.1.7 "Promotion of and compliance SETTING UP ENVIRONMENTALLY-FRIENDLY
with the fundamental conventions of the International Labour TECHNOLOGIES
Organization" in this report, by signing the Global Compact and
renewing its commitment in July 2017, the Gfi Informatique Group Actively involved in smart mobility, digital urban planning (digital
confirms its strong attachment and above all its respect in the four territorial models), Analytics and Big Data serving cities and improving
following major areas: human rights, international labour standards, the management of services provided by local authorities, Gfi
environment and the fight against corruption. Informatique has presented several solutions dedicated to the Smart
City, notably the urban data management platform Intelligent Urban
The principles respected by the Gfi Group for the environment and Exchange (IUX), Superhub and Public CRM.
confirmed within the scope of this initiative are:
In November 2017, Gfi Informatique Group in partnership with Tata
• promote greater environmental responsibility; Consultancy Services, also participated in the Forum Smart City of
• apply the precautionary approach to problems affecting the Greater Paris. This noteworthy event, organised by the newspaper La
environment; Tribune, was marked by several key moments for Gfi Informatique:
• encourage the development and dissemination of technologies • presentation of the Medium-sized Smart City Award to the cities
respectful of the environment. of Béthune and Mulhouse by Vincent Rouaix, Chairman and General
The associated actions carried out by the Group are explained in the Manager of Gfi Informatique;
paragraphs below. • participation in a round table discussion on artificial intelligence
and data serving more liveable cities;
GREAT ENVIRONMENTAL RESPONSIBILITY • an advertorial in La Tribune (issue dated November 23, 2017),
interviews and a VIP luncheon in the presence of Anne Hidalgo and
Since 2006, the Group has taken steps to educate staff on Smart City's decision-makers and key players.
environmental issues and the impact of its activities on the local
This action enables Gfi Informatique to satisfy all the expectations of
environment. The objective was to identify best practices within the
cities, citizens, local representatives and economic players by offering
Group and to put forward some concrete actions that could be shared
innovative solutions to serve operational effectiveness and provide
with colleagues and business partners. The coordination and
satisfaction for citizens.
deployment of this approach are the responsibility of the departments
in charge of purchasing, logistics and quality of service. These are
monitored by General Management.
The nature of the IT services provided by the Group does not pose any
direct environmental threat. A review has been carried out on the
economics of sustainable development and specific actions have been
taken or are in progress. They are detailed in section 2.2.
Environmental information.

Information on social commitments to promote sustainable development
2.3. INFORMATION ON SOCIAL

COMMITMENTS TO PROMOTE
SUSTAINABLE DEVELOPMENT
2
2.3.1. Geographical, economic and social impact of the
Company’s business
As mentioned earlier, the Group has set up numerous regional enables the Group to get involved in practical initiatives on
branches (around 40 in France and the same number internationally). employment, training, business creation, links with the local
This long-standing preference to be based near customers enables economic fabric, disability and the lives of employees and thus
future employees to be hired locally and reduces travel to project create synergies between economic players and the local region;
sites. This allows project teams to work in a familiar economic and • in France, like Spain, the companies providing waste recycling are
social environment and helps avoid misunderstandings and conflicts non-profit companies employing a large number of disabled persons.
with customers.
In Poland, Gfi Informatique promotes the recruitment of disabled
The contribution made by Gfi Informatique to local development and persons thus ensuring their social and professional inclusion.
better management of resources is the key to its strategy, as outlined in
In Portugal, in view of the dynamic and innovative digital sector, Gfi
section 2.1.1 “Gfi Informatique employees, the Group’s greatest asset”.
Informatique has seen a sharp increase in the number of employees
In France, Gfi Informatique has undertaken a number of initiatives in and interns. As a result, Gfi Informatique has contributed to the
terms of the territorial, economic and social impact, including: creation of new jobs, by focusing on IT professionals, recent graduates
• in November 2016, Gfi Informatique signed the enterprise-territory and professionals in other areas who have attended an IT skills
charter. Introduced by Plaine Commune and the Plaine Commune development programme. It should be noted that Gfi Informatique in
Promotion Association, the aim of the enterprise-territory charter is Portugal is responsible for developing projects having a positive
to promote local employment and subcontracting by implementing impact on the everyday life of citizens.
specific initiatives and specially adapted tools. This partnership
2.3.2. Stakeholder relations

The constraints of local recruitment and specific expertise limit • blood donation campaigns. Each year, two blood drives are
opportunities for cooperation with job placement associations, organised in association with Bichat Hospital. The donor employees
teaching establishments and other local bodies. are taken to Bichat and then back to Saint-Ouen (principal of the
escorted donation). An EFS (French blood donation service) contact
However, Gfi Informatique is involved in several partnerships and
has been appointed and a website dedicated to the operation was
sponsorships, as described below.
set up on the Intranet;
Work-study programmes and workplace learning are regarded as an
undisputed source of new talent, which can then join Gfi Informatique
• sponsorship with charitable associations such as, for example, the
Sponsorship agreement signed, in 2015, with the Red Cross;
on a permanent contract. In 2017, more than 300 young people were
hired on work-study contracts (compared to 210 in 2016) and more • in January 2017, the signing of a sponsorship agreement with the
than 170 young people on internships (compared to 110 in 2016) association Pianomasterclub, accompanied by a piano project at Gfi
across the Group. Informatique, which welcomed a first piano in the lobby of corporate
headquarters, followed by other pianos at the main regional
Also worthy of note: agencies. These pianos are accessible to all employees and can be
• participation in and support for the creation of a child care centre found in either the lobby or break room, depending on the layout of
run by Babilou. This childcare centre is mixed: multi-enterprise and the premises. They are expected to provide many opportunities to
open to the population of Saint-Ouen; interact, share and spend time together. The Gfi Informatique Group
also intends to ensure a healthy work-life balance and the
development of employees' talents through music. At the same time,
Gfi Informatique has become a sponsor for Piano Masterclasses
where the most promising pianists from conservatories receive
weekend-long training led by a maestro and financed by the Group;

Information on social commitments to promote sustainable development
• partner in 2017 to the 6th edition of "Tous HanScene" in order to In Portugal, Gfi Informatique entered into a partnership with the
raise employee awareness of disability issues; Banco Empreededor da Cidade -Olivais association which provides
• in May 2017, Gfi Informatique signed a partnership agreement with support to the most vulnerable families, for example by collecting
the G9+ Institute to promote and coordinate information, exchange food. The Group invites its employees to volunteer in these initiatives.
and training activities relating to IT technologies, communication, Following the acquisition of Roff, Gfi Informatique was also able to
digital technology, on a scientific, technical, technological, benefit from two main volunteer programmes so as to further involve
economic, social and cultural level; employees in these activities with non-profit organisations (human
sciences association, Bagos D’Ouro association).
• in September 2017, Gfi Informatique became a partner to Women
In Africa Philanthropy, dedicated to promoting education in the In Morocco, an agreement signed with the National Agency for
field of economic development, and more specifically to training Employment and Skills Development (ANAPEC) aims to offer certain
future female entrepreneurs. young unemployed people inclusion contracts to promote their
professional inclusion with a view to basic training. In 2017, 108 chairs
• In late 2017, Gfi Informatique launched a programme called
were donated to the Association des Randonneurs Solidaires. In
"HappyGfi" to promote workplace well-being and to improve the
addition, employees were also encouraged to participate in
quality of life in the workplace through sporting and community
sponsorships, for example through "Collecting winter clothes" in
events and to help managers strengthen their bonds with their
partnership with Association Maghreb Secours.
teams.
In Spain, the Group was able to benefit from the Espacio de In Poland, the Group joined the "Bike2Work" programme, which aims
Voluntariado Corporativo programme, which offers a wide range of to help people in need. In 2017, Management offered to turn every
activities to strengthen the bonds between Company employees. As kilometre cycled by employees into financial aid and support for
part of this programme, a partnership was entered into with the children dealing with illness. This initiative was a great success, with
Spanish Federation of Rare Diseases (FEDER), to support federation across-the-Board involvement from the Group’s employees in Poland.
initiatives to improve the living conditions of sick people, in particular, The Group also participated in the "Noble Box Project" which makes it
through annual donations. possible to help families in need during the Christmas holidays.
Employees can make material or financial donations.
In Belgium and Luxembourg donations were given to the Association
“SOS Villages d’Enfants”, to enable young people unable to finance
their studies to attend a technology course in a technical school in
Rwanda. Charity work was also carried out.
2.3.3. Subcontractors and suppliers

The vast majority of the Group's suppliers can be divided into two By signing the charter appended to the contract, the supplier
categories: service providers connected to building logistics and undertakes to respect its provisions.
business subcontractors. In 2017, business contractors represented
At the end of 2015, a “flash Achats” review was written to assess how
9.19% of the Group’s revenue in France.
the Responsible Purchases Charter and its assessment questionnaire
were being applied within the Group. To this end, 256 audits were
“RESPONSIBLE PURCHASES” CHARTER carried out on the various divisions and on the Purchasing Department
for the period between January and September 2015. This sample
In its purchasing policy, Gfi Informatique has always made a point of audit aimed to identify Group suppliers and subcontractors in France
not working with suppliers who fail to meet ethical standards. A (historic suppliers, assessed and/or selected, competitors) and also to
“Responsible Purchases” Charter has been drafted. It has been inform purchasing assistants and the recipients of Group purchases
gradually used for invitations for bids since November 2014 with the about the Responsible Purchases Charter. In addition, the Responsible
Group’s subcontractors in order to satisfy its clients’ increasingly purchases charter and its assessment questionnaire were translated
tough demands in terms of sustainable development. into English in 2016, in order to facilitate the expansion of this
During an invitation for bids with suppliers, the Responsible Purchases initiative to our international subsidiaries.
Charter and its assessment questionnaire are sent with the In late 2016, Gfi Informatique hired a trusted third party specialising in
specifications. They must be completed and signed by the supplier and collecting and checking suppliers’ regulatory and legal documents. This
attached to their proposal. company, whose services were first employed in 2014 so as to gather
administrative, social and tax documents for all suppliers, also monitors
the Responsible Purchases Charter as well as the CSR questionnaire
annexed thereto, in relation to Group suppliers and subcontractors
listed on its platform. Every month the Gfi Informatique Group is sent
statistics on suppliers who are not up-to-date with their legal
documentation. Suppliers’ compliance with CSR documentation is
monitored by direct connection with the platform.

Ethics, at the heart of the Group's business practices
In 2017, the Purchasing Department initiated consistency controls on In Morocco, subcontractors are required to sign a Responsible
the sustainability of suppliers present on the platform with which the Purchases Charter and to commit to a sustainable development policy
Group does business (adding or deleting suppliers). for the Company to be awarded CGEM CSR accreditation.
In Spain, the purchasing policy specifies the rules in place to prevent
its employees from committing an offence when dealing with
suppliers. All documentation is available on the intranet and its
deployment is being implemented.
2.4. ETHICS, AT THE HEART OF THE GROUP'S

BUSINESS PRACTICES
2.4.1. Commitments made by Gfi Informatique's Management
RENEWING ITS ADHERENCE TO The new Ethics Charter, in force since January 1, 2018, was subject to a
THE UN GLOBAL COMPACT consultation with employee representative bodies and has been
appended to internal regulations. The Charter is being implemented in
In July 2017, Gfi Informatique renewed its adherence to the UN Global all of the Group's international subsidiaries.
Compact, which aims to encourage businesses worldwide to adopt
sustainable and socially responsible policies by committing to In Spain, a code of conduct has been drafted, inspired by the Group's
integrate and promote the Compact's four issue areas relating to institutional principles, in order to establish the values and ethical
human rights, labour, environment and the fight against corruption. principles which govern the Company's performance as well as the
standards of behaviour to be followed by employees, which reflect
Aware of the importance of ethical business practices, the Group those provided for in the Ethics Charter.
implemented a number of measures and initiatives, demonstrating its
strong commitment to a CSR policy applicable across the Group, by
drafting a new ethics charter, launching a compliance programme, LAUNCH OF A GROUP COMPLIANCE
anticipating the implementation of the General Data Protection PROGRAMME
regulation (GDPR) and an Information Security Management System
Aware of the new obligations that have been imposed on listed
(ISMS) in accordance with the ISO 27001 standard.
companies and concerned with the need to implement procedures to
ensure greater transparency and prevent various potential risks, Gfi
CHANGES TO THE GROUPS' ETHICS CHARTER Informatique Group decided to adopt a Compliance programme which
will be implemented by the Group's Legal and Compliance Division
In France, an ethics charter, formalised since 2014 and implemented throughout Gfi Informatique's subsidiaries. The Head of Group legal
in early 2015 (the "Ethics Charter"), aims to guide the conduct Division, appointed Chief Compliance Officer, is in charge of
expected from employees, corporate officers and directors in terms of Compliance implementation for the Group.
fundamental principles such as: responsibility, integrity, respect for
others, objectivity, loyalty and trust. The Group Legal and Compliance Division is responsible for:
Pursuant to the provisions in law No. 2016-1691 on transparency, the • identifying and assessing any existing or potential risks through risk
fight against corruption and the modernisation of economic life of mapping (conducted in 2017 by a third-party expert and repeated
December 9, 2016 (Sapin II law), the Ethics Charter was updated in each year);
2017 to include the "anti-corruption" provisions of Sapin II and to • establishing preventive and corrective measures;
extend its scope of application to all of the Group's subsidiaries • implementing Group procedures applicable to all Group
(anti-competitive practices, corruption, fraud, conflicts of interest and subsidiaries, as for example the prevention rules which apply before
insider trading). any partnership, relationships with business partners, gift policy;

• creating a compliance officer network at foreign subsidiaries and and their implications, ensuring that any new policy, procedure or
organising it to ensure that key messages (tone from the top) are tool is explained during specific information and training sessions
relayed to all Group employees; and ensuring implementation of the Ethics Charter.
• reinforcing compliance awareness in daily professional activities:
informing the Group's operational divisions of the new regulations
2.4.2. Concrete measures
STRENGTHENING OF ETHICAL RULES IN An ethical selection of subcontractors and

THE GROUP'S GOVERNANCE suppliers
To take into account ethical challenges, the Board of Directors The Group expects the same loyal and ethical treatment from its
meeting of March 20, 2018, on the recommendation of the suppliers.
Appointments and Compensation Committee on February 20, 2018,
In France, the Responsible Purchases Charter incorporates social and
adopted new Internal Regulations for the Board, which i) determine
environmental criteria in the purchasing policy and set outs the
the various powers and duties of Gfi Informatique's governance
Group's expectations in relation to its suppliers. The charter outlines
bodies, ii) prevent risks associated with conflicts of interest, and iii)
the conduct to be followed with respect to employment, professional
uphold standards of ethical behaviour to prevent insider trading.
relationships, the environment, the fight against corruption, customer
interests, competition and taxation.
ANTI-CORRUPTION PREVENTION Through this Responsible Purchases Charter, which is now included in
AND MEASURES contractual provisions, the Gfi Informatique Group not only intends to
share its commitment with suppliers but also to meet the
Commitment to fair competition ever-increasing sustainable development needs of its customers.
The Group conducts its activities, innovates and develops its business In Spain, a guideline was drafted on crime prevention, establishing the
in a fair manner in compliance with the principle of freedom of trade internal control system, internal corruption prevention procedures,
and industry and shall refrain from any action which would adversely whistleblower system and risk matrix.
affect open competition through cartel activity, active or passive In Portugal, the general conditions of purchase and sale already
corruption, influence peddling or patronage. include clauses that the business partner, customer or supplier must
In addition, the Ethics Charter specifically prohibits entering into a agree to comply with. These concern active and passive
contract or arrangement with competitors, illegally joining forces for anti-corruption commitments, commitments regarding the health and
any purpose of trade, addressing issues aimed at reducing safety of employees, and respect for environmental legislation.
competition, fixing the price, sales terms and the costs of services or In Morocco, implemented internal procedures with respect to the
sharing customers and sales territories, the choice of partners, sales fight against corruption obtained the Corporate Social Responsibility
volumes, market share and margins. (CSR) label from the General Confederation of Moroccan Companies
The Group complies with national, European and international laws (CGEM).
which prohibit or regulate the financing of political parties and is In Belgium, anti-corruption rules and regulations are covered by
committed to responsible lobbying. internal control procedures under the supervision of Senior
Management and a dual signature policy.
Fight against corruption The Group is committed to treating its suppliers and subcontractors in
The Group condemns all forms of corruption, regardless of the a fair manner.
country in which it operates and the Group has set a "zero tolerance"
policy. Stringent, well-defined policies regulate any behaviour or
situation that could present a corruption risk such as political
SETTING UP A WHISTLEBLOWER MECHANISM
donations and invitations and strictly oversee any intermediaries and In compliance with the Sapin II law, a whistleblower mechanism
business partners: for this purpose, a process was implemented to accessible to all employees, the terms of which are outlined in the
systematically examine in advance the reputation and honourability Ethics Charter, has been implemented by the Group. As a result, in the
of this type of business partner as well as the conditions under which event of a suspected actual or potential violation of a law, regulation
the contracts were entered into with intermediaries and business or any of the principles set out in the Ethics Charter, employees or
partners. corporate officers of the Group may contact the ethics officer in the
In addition, at their level and by virtue of their duty of loyalty, Group Legal Division via the dedicated address ethic@gfi.fr by
employees are expected to carry out their duties in the interest of the reporting the acts directly observed and by providing any evidence in
Group, by participating in the prevention of fraud and avoiding any their possession.
conflicts of interest, patronage or insider trading.

The Group is committed to making every effort to ensure that PERSONAL DATA PROTECTION
whistleblowers are not subjected to any pressure or retribution due to
their actions, by guaranteeing that the identities of the whistleblower In France, law No. 78-17 of January 6, 1978 as amended in 2004 on
and the person(s) targeted by the report are not disclosed, including information technology, data files and civil liberties sets out the
where it is necessary to communicate with other parties in handling conditions under which personal data may be processed. It allows
the report. persons concerned by the processing to have the right to access and
correct their recorded data. Gfi Informatique Group ensures that
Alerts are subject to internal investigation. Findings which indicate personal data is kept safe and remains confidential. Gfi Informatique
actual breaches may warrant/elicit sanctions for professional
misconduct, whose nature and scope are outlined in Internal
Regulations.
thus designated a Personal Data Officer (PDO) at the end of 2014. A
PDO is responsible for ensuring compliance with the provisions of the 2
amended law No. 78-17 of January 6, 1978. The data processing
manager must consult the PDO before new files are created. The
manager enters the list of all of the Group's personal data as and
PROTECTION OF HUMAN RIGHTS, WORKPLACE
when it is processed in a register. He/She must also ensure compliance
SAFETY AND THE ENVIRONMENT
with an individual's rights (right to access, correct and oppose).
law No. 2017-399 of March 27, 2017 on the "Duty of Vigilance of
In preparation for the entry into force on May 25, 2018 of the General
Parent Companies and Ordering Companies" makes it possible to
Data Protection regulation (GDPR) requiring companies to implement
detect risks and prevent serious violations with respect to human
data governance, ensure data system security and guarantee the new
rights and fundamental freedoms, and the health and safety of
rights of individuals, Gfi Informatique Group under the aegis of the
persons and the environment.
Group's Quality and Safety Division and Legal and Compliance
The scope of the law focuses on the activities of Gfi Informatique, its Division carried out a number of initiatives in 2017:
subsidiaries, subcontractors and suppliers with which it has an
established business relationship.
• establishing a Group Data Protection Policy for all of the Group's
entities, incorporating GDPR provisions to be implemented with
Through the active involvement of all its stakeholders, Gfi effect from May 25, 2018 with the objective of establishing and
Informatique was able to implement a vigilance plan in accordance enforcing the rules and practices to be adopted by employees,
with the law's requirements. systems and entities involved in the Group's activity, its
The report will be presented in its entirety in the next management subsidiaries, shared service centres, to preserve the confidentiality,
report for the financial year ended December 31, 2018 under the integrity, personal data and the availability of data issued, received,
heading "Implementation of the law on the "Duty of vigilance". amended, published and deleted;
The contents of Gfi Informatique's plan include:

• examining "Personal data" clauses in Gfi Group's customer and
supplier contracts and modifying standardised contractual clauses
− risk mapping per country to identify, analyse and prioritise risks to be included in the contracts entered into by the Group, in
resulting from the relationship between Gfi Informatique and its compliance with GDPR provisions and taking into account local
subcontractors and suppliers; regulations;
− evaluating Group subsidiaries, subcontractors and suppliers with • implementing a regulatory awareness programme for all employees
which the Company has an established business relationship, in and in-depth regulatory awareness training;
terms of risk mapping;
• reviewing design programmes so that they natively integrate
− concrete actions taken to reduce identified risks: patterns and best practices leading to "by default, by design"
compliance;
• signing the Responsible Purchases Charter with suppliers and
subcontractors; • implementing a "Personal data Management Plan" for all
• including CSR clauses in contracts; committed projects (in addition to existing Quality and Security
plans);
• internal controls for all Group subsidiaries through social and
environmental audits at each stage of the value chain • appointing a PDO (Personal Data Officer) in each country to liaise
(evaluations, audits, reporting); with their customer counterparts (in addition to their role liaising
with control authorities);
− a Steering Committee for the vigilance plan meeting every six
months was set up. Reports should be submitted on an annual basis • setting up an audit programme for compliance and personal data
to Executive VPs, to monitor and evaluate the prevention measures processing for all of the Group's subsidiaries.
implemented in the Group;
− implementation of a compliance programme as outlined above in
section 2.4.1, which includes a whistleblower mechanism and
collecting reports relating to the existence and occurrence of risks.

Conclusion
In 2017 and pending the implementation of a Group Data Protection In France, Gfi Informatique expanded its ISO 27001 certification
policy, with respect to foreign subsidiaries: (2013 version), relating to the Information Security Management
System, i.e. to a total of 11 certified sites including the shared service
• In Spain, Gfi Informatique initiated IT security awareness training,
centre in Morocco valid until 2019.
including GDPR, on the various sites (Alicante, Barcelona, Bilbao,
Seville, Madrid) for all employees followed by a self-evaluation In Morocco, both of the Group's Morocco sites have a security system
questionnaire. for the data from different customers. One of the sites has a system
• In Portugal, at the Roff subsidiary, an IT security policy has already which is identical to the central IT Division's system in terms of tools
been formalised and governs security and information involving and process. In addition, as part of ISO 27001 certification relating to
personal data (customers, employees, suppliers). the Information Security Management System, some computers have
encrypted hard drives and encryption keys to safely open computer
• In Belgium and Luxembourg, a GDPR-related project was initiated
sessions. On the other site in Morocco, computer software is deployed
with the involvement of all the relevant departments (Human
in accordance with the network security policy and computer
Resources, IT, etc.).
hardware is equipped with intrusion and virus detection systems.
Customer development servers are hosted on a sub-network separate
CYBER RISK MANAGEMENT from the local network and isolated from any Internet access where
only employees have access. Lastly, just as for the Group, all
As cyber security is a priority for Gfi Informatique Group, the following computers are equipped with the same virus detection system.
measures have been taken:
In Spain, Gfi Informatique also obtained ISO 27001 certification in
• Security organisation (human organisation (Group Security Bilbao, Alicante and Madrid, valid until 2020.
Department, DSG), Information Security Management System,
monitoring, implementation of best practices and certifications, Gfi Informatique Group took out an insurance policy on its own behalf
employee awareness raising and training, managing the scope of and that of its subsidiaries, covering specific risks associated with
compliance (specific measures implemented and monitored for a fraud and cybercrime in order to protect against fraudulent acts
given scope, mostly for customers or partners); committed for direct or indirect personal gain classified as criminal
offences as well as claims resulting from a computer or data breach.
• The processes and resources organising the Company's vigilance
This topic was already covered in the section 1.13.5. "Insurance and
(security continuity with suppliers and subcontractors, VigiFraud
risk cover" in the registration document.
whistleblower network, FR-Secur whistleblower network;
• The processes and resources organising business continuity.
2.5. CONCLUSION
This presentation gives an idea of the strategy adopted and explains the actions carried out each year. The implementation of Group policies for all
Group subsidiaries contributes to this approach targeting strategic alignment and coherence in support of acquisition-led growth and
internationalisation.

Overview of social and environmental indicators
2.6. OVERVIEW OF SOCIAL AND

ENVIRONMENTAL INDICATORS
2.6.1. Social indicators 2

Efron Efron Efron Roff Switzer- Ivory Group Group
France Spain Colombia USA Mexico Portugal Brésil Belux land Morocco Coast Poland 2017 2016
WORKFORCE AND DISTRIBUTION BY GENDER, AGE AND CONTRACT TYPE
Average workforce
for the year 9,624 2,431 143 36 65 1,286 63 203 41 319 50 123 14,375 12,356
Distribution
of workforce
by gender*: 9,814 2,499 170 35 90 1,311 13 212 41 311 37 133 14,716 12,582
Women 2,275 717 58 9 28 408 50 34 4 100 2 41 3,689 3,015
Men 7,539 1,782 112 26 62 903 63 178 37 211 35 92 11,027 9,567
Distribution of
workforce by age
group*: 9,814 2,499 170 35 90 1,311 1 212 41 311 37 133 14,716 12,582
< 20 years old 10 - 3 - - - 12 - 1 - - - 15 10
[20 to 24 years old] 459 69 39 - 23 32 16 9 1 14 - 9 667 480
[25 to 29 years old] 1,327 265 53 3 24 222 17 25 - 108 1 34 2,078 1,707
[30 to 34 years old] 1,448 440 29 8 18 273 9 25 2 91 15 24 2,390 2,167
[35 to 39 years old] 1,517 580 15 4 14 286 3 39 5 47 9 25 2,550 2,186
[40 to 44 years old] 1,536 603 12 5 3 296 3 34 10 24 8 22 2,556 2,236
[45 to 49 years old] 1,283 349 7 5 4 125 2 33 2 13 - 9 1,833 1,514
[50 to 54 years old] 1,123 118 6 4 2 45 - 33 8 9 - 5 1,355 1,245
[55 to 59 years old] 847 57 4 3 2 23 - 10 7 5 2 2 962 796
>= 60 years old 264 18 2 3 - 9 31,2 4 5 - 2 3 310 241
Average age of
employees* 40.9 38.5 31,5 42,9 30,8 37.3 1,8 40.5 46.9 32.8 38.0 35.0 39.7 40.0
Average length
of service of
employees* 8.1 5.7 1,7 2,2 1,3 6.0 63 6.8 10.9 5.0 4.4 5.0 7.2 7.5
Distribution of
workforce by type
of employment
contract*: 9,814 2,499 170 35 90 1,311 63 212 41 311 37 133 14,716 12,582
permanent contract 9,454 2,290 170 26 3 1,036 - 212 41 311 36 122 13,764 11,818
fixed-term contract 60 209 - - 87 275 - - - - 1 11 643 532
other types of contracts
(vocational training,
apprenticeships, etc.) 300 - - 9 - - - - - - - - 309 232
Number of interns* 10 35 10 - - 107 23 2 - 7 - 3 174 46
BREAKDOWN OF EMPLOYEES JOINING AND LEAVING THE COMPANY BY GEOGRAPHICAL REGION
Total new employees
for the year: 2,080 716 136 19 71 306 - 55 6 77 4 46 3,539 3,084
• of which new
hires 2,006 716 136 19 71 306 8 52 6 77 4 45 3,461 2,990
• of which
employees
absorbed
following an
acquisition or an
outsourcing
contract 74 - - - - - - 3 - - - 1 78 94
Total lost employees
for the year: 1,819 610 82 14 19 233 8 50 4 88 13 29 2,969 2,413
• including
transfers outside
or within the
Group - - - - - 86 22 146 - - - - - 86 6
• including
dismissals 124 74 11 7 1 4 NA 12 1 - 6 - 248 166

Efron Efron Efron Roff Switzer- Ivory Group Group

France Spain Colombia USA Mexico Portugal Brésil Belux land Morocco Coast Poland 2017 2016
AVERAGE REMUNERATION IN EUROS AND NET CHANGE BETWEEN 2016 AND 2017
Average theoretical
annual fixed
remuneration at
December 31, 44,503 30,573 7,424 67,063 17,528 25,493 22,146 48,841 100,238 19,494 26,278 22,631 39,254 39,766
Changes between
December 31, 2016 and
December 31, 2017 1.3% 7.13% NA NA NA 43.2% NA 5.41% 8.14% 7.12% 27.81% 3.37% (1.3)% (0.24)%
Average percentage
of full-time employees
in the year 95% 98% 100% 100% 100% 100% 100% 94% 100% 96% 100% 97% 96% 95%
Average absenteeism
rate for the year 3.8% 2.5% 0,3% 0,5% - 0.9% - 5.0% 2.3% 1.3% 1.2% 1.8% 3.2% 2.8%
Number of employees
working shifts or at
night* 182 123 - - - 74 - - - 26 - - 405 480
Occupational medicine:
number of clinical
examinations 2,406 560 197 - - 630 20 7 - 265 - - 4,085 3,598
Number of time-lost
accidents 12 16 - - - 9 - 4 - - - - 41 54
Frequency rate
of work-related
accidents 0.70% 3.64% - - - 3.52% - 11.18% - - - - 1.53% 2.42%
Severity rate of
work-related accidents 0.01% 0.10% - - - 0.40% - 0.17% - - - - 0.68% 0.05%
Number of
work-related deaths - - - - - - - - - - - - 0 -
Number of
occupational diseases
recognised - - 1 - - - - - - - - - 1 -
Average number of
training hours per year
and per trained
employee 35 28.4 37 - 252 44 66 139 57 8 61 5 34 27
Number of employees
trained 3,300 1,619 70 - 2 536 19 80 5 248 3 75 5,957 5,157
Average percentage
of employees trained
in the year 34% 67% 49% - 3% 42% 35% 39% 12% 78% 6% 61% 41% 42%
* At December 31.

2.6.2. Environmental indicators
ENVIRONMENTAL BENEFITS OF WASTE COLLECTION IN 2017
Country Scope Paper (in Kg) WEEE (in Kg)

France
Spain
Greater Paris
Madrid
9,374.5
2,585
2809
380 2
Portugal Not monitored Not monitored
Poland Warsaw 340 Not monitored
Belgium Not monitored Not monitored
Morocco 910 625
Ivory Coast 250 Not monitored
TOTAL 13,459.5 3,814
GROUP ELECTRICITY CONSUMPTION AND RELATED EMISSIONS IN 2017
Electricity CO2 emissions

consumption (tonnes of CO2
Country Scope (in kWh) (1) equivalent) (1)
France Overall 5,696,203 467
Madrid, Basque
Country, Catalonia,
Alicante, Seville,
Spain Canaries 1,408,780 335
Portugal 155,323 39
Poland Warsaw 84,000 65
Belgium 69,322 15
Morocco 327,260 235
Ivory Coast 45,000 20
TOTAL 7,785,888 1,176
(1) Greenhouse gas emissions associated with electricity consumption for the different countries were updated using the emission factors contained in the Carbon Footprint v12.1.0
of December 15, 2016, published on the French Environment and Energy Management Agency (ADEME) greenhouse gas emissions resource centre website at
http://www.bilans-ges.ademe.fr.

Methodological note
2.7. METHODOLOGICAL NOTE

This report and the various statistics it contains were produced in • step two, which took place in January 2018, involved the
conjunction with HR staff in France and at foreign subsidiaries. The calculation, checking and consolidation of employment figures. As
social reporting unit in France, which is in charge of compiling the CSR such, a glossary of indicators covering the expected scope, the
report for the entire Group, ensures the coherence and consolidation limitations to be considered and the calculation method was sent
of the figures for France and internationally, and writes the report in to each subsidiary, which could then calculate the various indicators
association with the Human Resources Department. expected under the decree (workforce, absenteeism rate,
percentage of employees trained, etc.) and report back to the social
To prepare the report, the social reporting unit in France launched the
reporting unit with this information.
consultation and information-gathering process for France and foreign
subsidiaries, from September 2017. The procedure and information For France, these figures were calculated directly from the payroll
required were explained in French and English to the parties system.
concerned. Only interns and the CEO were excluded from the workforce and the
Since all quantitative social data for France is managed within a single different indicators calculated in this report. With respect to
piece of computer software, the analysis was done using said calculating the absenteeism rate, the length of sick leave/work-related
software. accidents/journey accidents was converted into full-time equivalents
(FTP) and we divided the number of FTPs present by employees to
Internationally, for financial year 2016, the figures do not include the
obtain a rate. Sick leave (paid and unpaid) work accidents and journey
following companies acquired in 2016 by the Gfi Group: Efron
accidents, which resulted in a work stoppage as well as maternity and
acquired by Gfi Spain and Roff acquired by Gfi Portugal.
paternity leave are calculated in absenteeism. The frequency rate of
For financial year 2017, the following countries were not included in work-related accidents is calculated by calculating the ratio between
social data due to their small workforce: England (9 employees), the number of work-related accidents which resulted in a stoppage
Angola (2 employees), Austria (2 employees), Romania (7 employees), divided by the total number of hours worked over the year multiplied
Singapore (9 employees) and China (9 employees). by 1 million. The severity rate of work-related accidents is calculated
This was a two-step process: by the ratio between the number of days of work lost due to
work-related accidents by the total number of hours worked over the
• step one was to collect information from foreign and French year and multiplied by 1,000. Finally when an employee attends a
subsidiaries in November 2017 to allow a qualitative assessment of complete day of training the hours calculated are the Gfi Informatique
their CSR policy with regard to employees (gender equality, Group’s collective working hours, i.e. 7 hours 24 minutes.
working time, health and safety, etc.). A qualitative questionnaire
was sent to them for this purpose covering various topics. As far as The main consistency controls were established by using the social
France is concerned, an interview with the Human Resources indicators calculated every month, but also the consistency of
Director based on this questionnaire was used to assess the indicators covering the same perimeter, and by comparing the figures
relevant actions taken by the Group in France; between different countries or subsidiaries attached to the same
business sector.
These two different stages made it possible to prepare the editorial
line of this report. Finally, the Group Human Resources Director was
responsible for validating the entire report.

Methodological note
CROSS-REFERENCE TABLE WITH THE TEN PRINCIPLES OF THE UN GLOBAL COMPACT
Document chapter(s)
HUMAN RIGHTS
1. Businesses should support and respect the protection of 2.1. Social information
internationally proclaimed human rights.
2. Businesses should make sure that they are not complicit

in human rights abuses. 2.1. Social information
2
INTERNATIONAL LABOUR STANDARDS
2.1. Social information
3. Businesses should uphold the freedom of association and
the effective recognition of the right to collective bargaining.
4. Businesses should uphold the elimination of all forms
of forced and compulsory labour.
5. Businesses should uphold the effective abolition of child labour.
6. Businesses should uphold the elimination of discrimination

in respect of employment and occupation. 2.1. Social information
2.3. Information on social
commitments to promote
sustainable development
ENVIRONMENT
7. Businesses should support a precautionary approach 2.2. Environmental information
to environmental challenges.
8. Businesses should undertake to promote greater 2.2. Environmental information

environmental responsibility.
9. Businesses should encourage the development and diffusion

of environmentally friendly technologies. 2.2. Environmental information
FIGHT AGAINST CORRUPTION

10. Businesses should work against corruption in all its forms, 2.3. Information on social commitments
including extortion and bribery. to promote sustainable development

Independent verifier’s report on consolidated social, environmental and societal information
2.8. INDEPENDENT VERIFIER’S REPORT ON

CONSOLIDATED SOCIAL, ENVIRONMENTAL
AND SOCIETAL INFORMATION PRESENTED
IN THE MANAGEMENT REPORT
This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English speaking
users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the shareholders,
In our quality as an independent verifier accredited by the COFRAC (1), presented in chapter two of the management report, hereafter
under the number n° 3-1050, and as a member of the network of one referred to as the “CSR Information,” pursuant to the provisions of the
of the statutory auditors of the company GFI Informatique, we article L.225-102-1 of the French Commercial code (Code de
present our report on the consolidated social, environmental and commerce).
societal information established for the year ended on the 31 12 2017,
2.8.1. Responsibility of the company

It is the responsibility of the Board of Directors to establish a information (hereafter referred to as the “Criteria”), and of which a
management report including CSR Information referred to in the summary is included in introduction to chapter two of the
article R. 225-105-1 of the French Commercial code (Code de management report and available on request at the company’s
commerce), in accordance with the protocols used by the company headquarters.
instructions for HR reporting and guides for environmental
2.8.2. Independence and quality control

Our independence is defined by regulatory requirements, the Code of documented policies and procedures to ensure compliance with
Ethics of our profession as well as the provisions in the article L. ethical standards, professional standards and applicable laws and
822-11-3 of the French Commercial code (Code de commerce). In regulations.
addition, we have implemented a quality control system, including
2.8.3. Responsibility of the independent verifier

It is our role, based on our work: Nonetheless, it is not our role to give an opinion on the compliance
with other legal dispositions where applicable, in particular those
• to attest whether the required CSR Information is present in the
provided for in the Article L. 225-102-4 of the French Commercial
management report or, in the case of its omission, that an
appropriate explanation has been provided, in accordance with Code (vigilance plan) and in the Sapin II law n°2016-1691 of 9
the third paragraph of R. 225-105 of the French Commercial code December 2016 (anti-corruption).
(Code de commerce) (Attestation of presence of CSR Our verification work mobilized the skills of five people between
Information); December 2017 and February 2018 for an estimated duration of three
• to express a limited assurance conclusion, that the CSR weeks.
Information, overall, is fairly presented, in all material aspects, in We conducted the work described below in accordance with the
according with the Criteria; professional standards applicable in France and the Order of 13 May
2013 determining the conditions under which an independent
third-party verifier conducts its mission, and in relation to the opinion
(1) Scope available at www.cofrac.fr

Independent verifier’s report on consolidated social, environmental and societal information
of fairness and the reasonable assurance report, in accordance with • Verify the implementation of the process for the collection,
the international standard ISAE 3000 (1). compilation, processing and control for completeness and
consistency of the CSR Information and identify the procedures
for internal control and risk management related to the
1. ATTESTATION OF PRESENCE OF CSR preparation of the CSR Information.
INFORMATION We determined the nature and extent of our tests and inspections
Nature and scope of the work based on the nature and importance of the CSR Information, in
relation to the characteristics of the Company, its social and
We obtained an understanding of the company’s CSR issues, based on
interviews with the management of relevant departments, a
environmental issues, its strategy in relation
development and industry best practices.
to sustainable 2
presentation of the company’s strategy on sustainable development
For the CSR Information which we considered the most important (2):
based on the social and environmental consequences linked to the
activities of the company and its societal commitments, as well as, • at the level of the consolidated entity, we consulted documentary
where appropriate, resulting actions or programmes. sources and conducted interviews to corroborate the qualitative
information (organisation, policies, actions, etc.), we
We have compared the information presented in the management
implemented analytical procedures on the quantitative
report with the list as provided for in the Article R. 225-105-1 of the
information and verified, on a test basis, the calculations and the
French Commercial code (Code de commerce).
compilation of the information, and also verified their coherence
In the absence of certain consolidated information, we have verified and consistency with the other information presented in the
that the explanations were provided in accordance with the provisions management report ;
in Article R. 225-105-1, paragraph 3, of the French Commercial code • at the level of the representative selection of branches that we
(Code de commerce). selected (3), based on their activity, their contribution to the
We verified that the information covers the consolidated perimeter, consolidated indicators, their location and a risk analysis, we
namely the entity and its subsidiaries, as aligned with the meaning of undertook interviews to verify the correct application of the
the Article L.233-1 and the entities which it controls, as aligned with procedures and to identify potential omissions and undertook
the meaning of the Article L.233-3 of the French Commercial code detailed tests on the basis of samples, consisting in verifying the
(Code de commerce) with the limitations specified in the calculations made and linking them with supporting
Methodological Note in chapter two of the management report. documentation. The sample selected therefore represented on
average 84% of the total workforce.
Conclusion For the other consolidated CSR information, we assessed their
consistency in relation to our knowledge of the company.
Based on this work, and given the limitations mentioned above we
confirm the presence in the management report of the required CSR Finally, we assessed the relevance of the explanations provided, if
information. appropriate, in the partial or total absence of certain information.
We consider that the sample methods and sizes of the samples that
we considered by exercising our professional judgment allow us to
2. LIMITED ASSURANCE ON CSR express a limited assurance conclusion; an assurance of a higher level
INFORMATION would have required more extensive verification work. Due to the
necessary use of sampling techniques and other limitations inherent in
Nature and scope of the work
the functioning of any information and internal control system, the
We undertook two interviews with the people responsible for the risk of non-detection of a significant anomaly in the CSR Information
preparation of the CSR Information in the different departments, in cannot be entirely eliminated.
charge of the data collection process and, if applicable, the people
responsible for internal control processes and risk management, in Conclusion
order to:
Based on our work, we have not identified any significant
• Assess the suitability of the Criteria for reporting, in relation to misstatement that causes us to believe that the CSR Information,
their relevance, completeness, reliability, neutrality, and taken together, has not been fairly presented, in compliance with the
understandability, taking into consideration, if relevant, industry Criteria.
standards;
Paris-La Défense, March 21, 2018
Independent verifier
ERNST & YOUNG et Associés
Partner, Sustainable Development Partner

Eric Mugnier Bruno Perrin
(1) ISAE 3000 – Assurance engagements other than audits or reviews of historical information
(2) Social information: employment (total headcount, hiring and terminations), absenteeism, average of training hours per year and per trained employees, number of
work accidents, policies implemented in training. Environmental and societal information: power consumption, greenhouse gas emissions, waste electrical and
electronical equipment and paper waste.
(3) France and Spain


COMPANY
SHARES AND
SHARE CAPITAL 3
3.1. GENERAL INFORMATION 82 3.4. SHARE BUYBACKS 87
3.1.1. Share capital 82 3.4.1. Description of the 2018 share buyback programme 87
3.1.2. Trading of shares 82 3.4.2. Review of the “2017 share buyback programme” 88
3.1.3. Form of shares 82
3.1.4. Share registration 3.5. OTHER INFORMATION ON SHARES –
(Article 7 of the Articles of Association) 82 STOCK MARKET PRICES 89
3.5.1. Pledge of Company shares and subsidiaries’ shares 89
3.2. SHAREHOLDING STRUCTURE 3.5.2. Share prices and trading volumes 89
AT DECEMBER 31, 2017 83 3.5.3. Table of the Company's financial results in each
3.2.1. Shareholders' Agreement relating to Gfi of the past five years 89
Informatique's share capital 83 3.5.4. Gfi Informatique share prices during 2017
3.2.2. Employee shareholders 84 (source Bloomberg) 90
3.2.3. Company shares purchased and sold 3.5.5. Change in Gfi Informatique share price from
by the corporate officers during the year 84 October 1, 2015 to February 28, 2018 91
3.2.4. Crossing of thresholds 85 3
3.2.5. Reciprocal shareholdings 85
3.3. SHARE CAPITAL AND CHANGES

IN SHARE CAPITAL 86
3.3.1. Potential share capital 86
3.3.2. Changes in the share capital since January 1, 2013 86

3 COMPANY SHARES AND SHARE CAPITAL
General information
3.1. GENERAL INFORMATION
3.1.1. Share capital

At 31 December 2017, the share capital was 133,141,542 euros. It is Informatique (158,825 shares), which do not have voting rights
split into 66,570,771 shares with a par value 2 euros each, all of the attached, the number of voting rights was 66,411,946 on
same category. Given the number of treasury shares held by Gfi December 31, 2017.
3.1.2. Trading of shares

The shares are listed on Euronext (compartment B). They are fully negotiable as permitted by applicable legal and regulatory provisions (Article 8
of the Articles of Association) and identified as follows: Gfi Informatique ISIN code: FR 0004038099.
3.1.3. Form of shares

The shares are fully paid-up and are available in registered or bearer form as chosen by the shareholder and as defined by the prevailing legal and
regulatory provisions (Article 7 of the Articles of Association).
3.1.4. Share registration (Article 7 of the Articles of Association)

Shareholders may choose to register their shares in the following ways:
• for registered shares - deposit them in a fully registered account with the Company or in a managed registered account with an authorised
financial intermediary;
• for bearer shares - deposit them in an account with an authorised financial intermediary.
The shares are admitted to the Euroclear France system. As permitted by law, the Company’s Articles of Association provide for the identification
of bearer shares.

COMPANY SHARES AND SHARE CAPITAL
Shareholding structure at December 31, 2017
3.2. SHAREHOLDING STRUCTURE

AT DECEMBER 31, 2017
To the Company’s best knowledge, its estimated shareholder base is as follows:
2017 2016 2015

% % % % % %
Number of share voting Number of share voting Number of share voting
Shareholders shares held capital rights shares held capital rights shares held capital rights
Public (1)
Shareholders acting in concert
1,781,284
64,269,502
2.7%
96.5%
2.7%
96.7%
1,898,103
63,570,897
2.9%
95.5%
2.9%
95.7%
8,594,916
52,919,135
13.0%
80.2%
13.1%
80.4%
3
Mannai Corporation Q.P.S.C 54,062,807 81.2% 81.4% 34,109,194 51.2% 51.4% none none none
(2)
Itefin Participations 4,265,572 6.4% 6.4% 12,329,361 18.5% 18.6% 17,069,443 25.9% 25.9%
Infofin Participations none none none none none none 10,416,431 15.8% 15.8%
(3)
Boussard & Gavaudan 5,941,123 8.9% 9.0% 17,132,342 25.7% 25.8% 25,433,261 38.5% 38.7%
Financière de l’Échiquier none none none none none none 2,222,825 3.4% 3.4%
Manager and employee
shareholders 127,078 0.2% 0.2% 613,897 0.9% 0.9% 1,194,406 1.8% 1.8%
(4)
Directors & Non-voting members 46,387 0.1% 0.1% 151,179 0.2% 0.2% 536,320 0.8% 0.8%
FCPE Gfi Informatique Expansion (1) 187,695 0.3% 0.3% 187,695 0.3% 0.3% 326,520 0.5% 0.5%
Repurchases and sales
of treasury shares 158,825 0.2% none 149,000 0.2% none 186,144 0.3% none
TOTAL 66,570,771 100.0% 100.0% 66,570,771 100.0% 100.0% 65,980,266 100.0% 100.0%
(1) In accordance with the Public Tender Offer filed on April 19, 2016 with the AMF and registered under number 216C0925, Mannai Corporation Q.PSC. stated that they do not have
the intention to implement a mandatory withdrawal on the Company's shares at the end of the Offer or to ask Euronext to cancel the trading of the Gfi Informatique shares.
(2) Itefin Participations is a holding company held by FCPR Apax VII (52.56%), Altamir (39.65%), Auteuil Conseil (7.76%), and Vincent Rouaix (0.03%).
(3) Boussard & Gavaudan, representing BG Select Investments Limited (Ireland) ) (6.57%), Boussard & Gavaudan Holding Limited (1.96%), and BG Master Fund ICAV (0.40%).
(4) Excluding Itefin Participations, whose shares are listed under Shares held in concert.
With the exception of treasury shares, which do not carry voting paid-up shares held in registered form for at least two years in the
rights, all Gfi Informatique shares carry one voting right each. Fully name of the same shareholder do not hold double voting rights.
3.2.1. Shareholders' Agreement relating to Gfi Informatique's

share capital
On April 8, 2016, a shareholders' Agreement was entered into consisting 216C0904, whose main clauses can be accessed on the Autorité des
of shareholders acting in concert regarding Gfi Informatique (hereinafter marchés financiers website, www.amf-france.org.
the "shareholders' Agreement"), between i) BG Master Fund plc,
An Amendment to say shareholders' Agreement was entered into on
Boussard & Gavaudan Holding limited, and BG Select Investments
May 10, 2017 and filed with the Autorité des marchés financiers (AMF)
Limited (Ireland) (hereinafter "Boussard & Gavaudan"), ii) Itefin
on May 16, 2017 and published on May 18, 2017 under number
Participations, Altamir, and FPCI Apax France VII (hereinafter "Apax"),
217C0991. This Amendment provides for (i) the implementation of Gfi
and iii) Mannai Corporation QPSC (hereinafter "Mannai Corporation").
Informatique's new governance and (ii) the procedure for the transfer
This shareholders' agreement was the subject of a notice from the of Apax's shares (via Itefin Participations) and Boussard & Gavaudan's
Autorité des marchés financiers published on April 15, 2016, no. shares to Mannai Corporation. The main provisions of this
Amendment are also available on AMF's website www.amf-france.org.

THE ACQUISITION BY MANNAI CORPORATION the first sale of 8,063,789 shares to Mannai Corporation, i.e.
OF AN ADDITIONAL STAKE IN GFI approximately 12% of Gfi Informatique's share capital and voting
INFORMATIQUE rights, in compliance with the commitments made upon signing the
Amendment to the shareholders' Agreement.
As part of the Amendment to the shareholders' Agreement on
May 10, 2017, Apax and Boussard & Gavaudan agreed to sell a portion
of their shares to Mannai Corporation in the following manner: COMPLETION OF THE SALE OF GFI
• the "First Block" represents 29% of Gfi Informatique's share capital
INFORMATIQUE SHARES HELD BY BOUSSARD
and voting rights (on a fully diluted basis): & GAVAUDAN TO MANNAI CORPORATION
• the off-market sale of Gfi Informatique's shares held by Itefin On July 10, 2017, Boussard & Gavaudan which held approximately
Participations (12% of the share capital and voting rights) in June 25.7% of Gfi Informatique's share capital and voting rights, completed
2017, at a price per share of 8.00 euros, the first sale of 11,231,313 shares, i.e. (i) 8,702,227 Gfi Informatique
shares held by BG Select Investments Limited (Ireland), and (ii)
• then in July 2017, the sale of Gfi Informatique's shares held by
Boussard & Gavaudan (17% of the share capital and voting 2,529,086 Gfi Informatique shares held by Boussard & Gavaudan
rights) under the same terms; Holding Limited, to Mannai Corporation, i.e. close to 17% of Gfi
Informatique's share capital and voting rights, in compliance with the
• the "Second Block" represents the remaining stake, i.e. commitments made upon signing the Amendment to the
approximately 15% of the share capital and voting rights (also on a shareholders' Agreement.
diluted basis) which is expected to be sold at a price per share of
8.50 euros in Q2 2018, following the Shareholders General Meeting
called to approve the 2017 financial statements and the ex-dividend MANNAI CORPORATION ACQUIRES AN
date, subject to applicable regulatory authorisations. ADDITIONAL STAKE IN GFI INFORMATIQUE
IN MAY AND JUNE 2017
COMPLETION OF THE SALE OF GFI In May and June 2017, Mannai Corporation acquired 658,511 Gfi
INFORMATIQUE SHARES HELD BY ITEFIN Informatique shares at a price per share of 8.50 euros from holders of
PARTICIPATIONS TO MANNAI CORPORATION free shares which did not contribute their shares to the Simplified
Public Tender Offer initiated by Mannai Corporation in 2016, and
On June 19, 2017, Itefin Participations which held approximately
which exercised their put options in compliance with the liquidity
18.5% of Gfi Informatique's share capital and voting rights, completed
contract entered into with Mannai Corporation in November 2016.
3.2.2. Employee shareholders
COMPANY SAVINGS PLAN STATUS OF EMPLOYEE PARTICIPATION IN

Section 1.11.2 “Employee shareholders” sets out details of the
THE SHARE CAPITAL AT DECEMBER 31, 2017
Company savings plan.
(ARTICLE L. 225-102 OF THE FRENCH
COMMERCIAL CODE)
In accordance with Article L. 225-102 of the French Commercial Code,
FREE SHARE PLANS Gfi Informatique employees held 220,166 Company shares at
Additional explanations are provided in section 4.10 “Board of December 31, 2017, i.e. 0.33% of the share capital, directly or
Directors’ report on free share plans”. indirectly through the Company savings plan.
3.2.3. Company shares purchased and sold by the corporate

officers during the year
None.

3.2.4. Crossing of thresholds

The Company was informed of the following crossing of shareholding thresholds during 2017:
Threshold(s) crossed Thresholds crossed in terms Shareholders(s) % share

of share capital and in terms having crossed Number of capital held
Date of voting rights Direction the threshold(s) shares held voting rights
June 16, 2017 individually Itefin
(D &I 217C1285 06.20.2017) 15%, 10% Decrease Participations 4,265,572 6.41% (1)
June 16, 2017 Individually Mannai
by assimilation Corporation
(D &I 217C1285 06.20.2017) 2/3 Increase Q.P.S.C 54,062,807 81.21% (1)(2)
July 7, 2017 individually

(D &I 217C1545 07.11.2017) 15%, 10% Decrease
BG Select
Investments
Limited 4,373,436 6.57% (1)
3
Boussard &
July 7, 2017 individually Gavaudan
(D &I 217C1545 07.11.2017) 5% Decrease Holding Limited 1,303,159 1.96% (1)
July 7, 2017
Boussard & Gavaudan(3) Boussard &
(D &I 217C1545 07.11.2017) 25%, 20%, 15%, 10% Decrease Gavaudan 5,941,123 8.92% (1)
July 7, 2017
Sub-Group(4) (D &I 217C1545 Boussard &
07.11.2017) 30%, 25%, 20% Decrease Gavaudan / Apax 10,206,695 15.33% (1)
July 7, 2017 individually, "physical Mannai
holding" (D &I 217C1545 07.11.2017) 2/3 Increase Corporation QSC 54,062,807 81.21% (1)(2)
(1) On the basis of a share capital composed of 66,570,771 shares representing an equal number of voting rights, in accordance with the provisions of Article 223-11 of the General
Regulation of the Autorité des Marchés Financiers.
(2) These shares were acquired off market from Boussard & Gavaudan on July 10, 2017 at a price per share of 8 euros, in accordance with the press release of May 10, 2017 issued by
Mannai Corporation, Apax and Boussard & Gavaudan and the Amendment to the shareholders' Agreement D&I 217C0991 made public on May 18, 2017.
(3) Boussard & Gavaudan: BG Select Investments Limited (Ireland), Boussard & Gavaudan Holding Limited and BG Master Fund ICAV.
(4) Sub-Group: Boussard & Gavaudan (BG Select Investments Limited (Ireland), Boussard & Gavaudan Holding Limited and BG Master Fund ICAV) and Apax (Itefin Participations,
FPCI Apax France VII and Altamir).
3.2.5. Reciprocal shareholdings

There is no reciprocal shareholding giving control of Gfi Informatique treasury shares.

Share capital and changes in share capital
3.3. SHARE CAPITAL AND CHANGES IN SHARE

CAPITAL
3.3.1. Potential share capital

The potential share capital at December 31, 2017 is 203,541,542 euros.
To determine the potential share capital, the following components must be taken into account:
Potential share capital

Number of shares (in euros)
NUMBER OF SHARES COMPRISING THE SHARE CAPITAL AT 12.31.2017 66,570,771
a) Free shares authorised by the Shareholders’ Meeting of 11.18.2015 1,200,000
b) Share issue authorised by the Shareholders’ Meeting of 06.28.2016
(capital increase by cash contribution) 11,000,000
c) Share issue authorised by the Shareholders’ Meeting of 06.28.2016
(capital increase by incorporation of reserves) 23,000,000
NUMBER OF POTENTIAL SHARES 35,200,000
TOTAL 101,770,771 203,541,542
The number of potential shares comprises:

a) the 1,200,000 Free shares authorised by the Shareholders’ General b) the 11,000,000 shares for which the authorisation to issue shares
Meeting of November 18, 2015 and not yet issued by the Board of by capital increase in cash, decided by the Ordinary Shareholders
Directors as at December 31, 2017. However, the Board of Meeting of June 28, 2016, has not been used and which expire on
Directors, on January 21, 2016, using the powers granted to it by August 28, 2018;
the Shareholders’ General Meeting of November 18, 2015, decided c) the 23,000,000 shares for which the authorisation to issue shares,
to grant Gfi Informatique Group employees and directors rights to decided by the Shareholders’ General Meeting of June 28, 2016, has
free shares under the Gfi Informatique 2016 Free Share Plan, with a not been used and which expire on August 28, 2018.
par value of 2 euros each (see section 4.10 “report of the Board of
Directors on the Grant of Free Shares”);
3.3.2. Changes in the share capital since January 1, 2013
Share, merger or
Par value per contribution Amount of new Cumulative
share Capital increase premium share capital number of
Date of decision Transaction (in euros) (in euros) (in euros) (in euros) Company shares
January 1, 2013 Carried forward 108,900,684 54,450,342
Cash capital increase recorded –
June 12, 2015 free shares allocated 2 1,177,704 - 110,078,388 55,039,194
July 27, 2015 2011 Océanes conversion 2 21,796,566 28,719,605 131,874,954 65,937,477
exercise of 42,789 Bsaar
July 30, 2015 warrants 2 85,578 78,731 131,960,532 65,980,266
exercise of 590,505 Bsaar
June 17, 2016 warrants 2 1,181,010 1,086,529 133,141,542 66,570,771

Share buybacks
3.4. SHARE BUYBACKS

The Extraordinary and Ordinary Shareholders General Meeting of • to hold and subsequently use in exchange or as payment for any
May 22, 2017 authorised the Board of Directors to acquire a number external growth transactions up to 5% of the share capital for
of Gfi Informatique shares representing 10% of the share capital. The exchanges as part of a merger, spin-off or asset contribution
maximum purchase price per share was set at 10 euros. The objectives transaction;
of this share buyback programme were as follows: • to deliver or exchange shares when exercising the rights attached to
• to award free shares to employees and corporate officers of the shares carrying entitlement, in any way whatsoever, to the
Company and its associated companies; allocation of Company shares;
• to allocate or transfer shares to employees under mandatory • to reduce the share capital by cancellation of all or some of the
employee profit sharing schemes; shares acquired.
• to invigorate the market for the Company’s shares under a liquidity This authorisation shall expire on November 22, 2018. 3
agreement entered into with an independent investment services
provider governed by terms in line with the code of conduct
recognised by the AMF;
3.4.1. Description of the 2018 share buyback programme

This programme will be implemented subject to a shareholder vote, at provider governed by terms in line with the code of conduct
the General Meeting of Gfi Informatique called to vote on the recognised by the AMF;
financial statements for the financial year ending December 31, 2017, • to hold and subsequently use in exchange or as payment for any
on the resolution set forth below. external growth transactions up to 5% of the share capital for
AUTHORISATION GRANTED TO THE BOARD OF exchanges as part of a merger, spin-off or asset contribution
DIRECTORS WITH A VIEW TO ALLOWING THE transaction;
COMPANY TO PURCHASE ITS OWN SHARES • to deliver or exchange shares when exercising the rights attached to
shares carrying entitlement, in any way whatsoever, to the
The General Meeting, acting in accordance with the quorum and majority allocation of Company shares;
requirements for Ordinary General Meetings, having considered the
report of the Board of Directors in accordance with the provisions of • to reduce the share capital by cancellation of all or some of the
shares acquired.
Articles L 225-209 et seq. of the French Commercial Code,
Articles 241-1 to 241-5 of the AMF General Regulation and regulation This programme will also be designed to allow the Company to
(EU) No. 596/2014 of April 16, 2014 on market abuse ("MAR", i.e. Market perform transactions on the Company’s shares for any other
Abuse regulation) and Delegated regulation (EU) No. 2016/1052 of permitted purpose or a purpose which has been authorised by current
March 8, 2016 supplementing MAR, authorises the Board of Directors to legislation or regulations.
purchase a number of Gfi Informatique shares representing a maximum In such a scenario, the Company will notify its shareholders in a
of 10% of the share capital at the date of the General Meeting, with a published statement.
maximum price per share of 10 euros. If required, the number of shares
will be adjusted in the event of transactions on the share capital, The acquisition, sale or transfer of these shares may take place at any
particularly in the event of incorporation of reserves, profits or premiums time, including during a takeover bid, in line with regulations, and by any
and free share allocations, division or grouping of shares. means, including on the market or over the counter or by means of the
acquisition of blocks of shares, by the use of derivative products or
The Board of Directors may use this authorisation to meet the through the implementation of option strategies. It is noted that during a
following objectives: takeover bid, these transactions may be carried out only in strict
• to award free shares to employees and corporate officers of the compliance with Article 231-40 II of the AMF General Regulation, in order
Company and its associated companies; to enable the Company to comply with its prior commitments, and only:
• to allocate or transfer shares to employees under mandatory 1) first, if the offer for Gfi Informatique shares is entirely for cash;
employee profit sharing schemes; 2) second, if the buyback transactions are performed in connection
• to invigorate the market for the Company’s shares under a liquidity with a programme that is already in effect, falling within the scope
agreement entered into with an independent investment services of one of the objectives referred to above, and which are not liable
to cause the offer to fail.

Share buybacks
The General Meeting grants all powers to the Board of Directors, with The Board will inform the Ordinary Annual General Meeting of the
subdelegation authority, to implement this authorisation and to place transactions carried out in accordance with this resolution. The
any orders, enter into any agreements, draw up and modify any authorisation granted to the Board of Directors is valid for eighteen (18)
documents, particularly information documents, perform all months from this meeting; it terminates and replaces, for the remaining
formalities and make any declarations to any bodies, and generally, do period and for the amounts unused to date, the authorisation issued by
what is necessary to apply this authorisation. the Combined General Meeting of May 22, 2017.
3.4.2. Review of the “2017 share buyback programme”

Gfi Informatique has a liquidity agreement with Oddo Corporate Finance, in accordance with the AFEI charter. The 2017 share buyback programme
was included in the 2016 registration document, which can be viewed on the Company’s website or can be obtained in hard copy format from the
head office by any shareholder requesting it.
The results of the share buyback programme as at December 31, 2017 are as follows:
Number of shares comprising the issuer’s capital as at January 1, 2017 66,570,771

Number of treasury shares held directly or indirectly on January 1, 2017 (number of shares and percentage) 149,000 0.22%
MARKET INVIGORATION (LIQUIDITY AGREEMENT)

Cumulative data from January 1, 2017 to December 31, 2017
Number of shares held on January 1, 2017 (number of shares and percentage) 33,070 0.05%
Number of shares purchased 106,173
Number of shares sold (96,348)
Number of shares transferred -
Number of shares cancelled -
Share buyback from shareholders holding more than 10% of the capital or Company managers -
Number of shares cancelled over the past 24 months -
Number of shares held by the Company on December 31, 2017 (number of shares and percentage) 42,895 0.06%
Stock market value of treasury shares held by the Company on December 31, 2017(1) €321,712
Gross book value of portfolio as at December 31, 2017 €331,425
Average purchase price in 2017 €7.84
Average sale price in 2017 €7.91

Other information on shares – Stock market prices
As at December 31, 2017, the following resources appeared in the liquidity agreement:

• 42,895 Gfi Informatique shares;
• 157,943.75 euros in cash.
OTHER OBJECTIVES (SHARE BUYBACK PORTFOLIO)

Cumulative data from January 1, 2017 to December 31, 2017
Number of shares held directly or indirectly on January 1, 2017 115,930

Number of shares purchased or transferred -
Number of shares allocated as free shares to employees -
Number of shares cancelled -
Number of shares held by the Company on December 31, 2017
(1)
115,930 3
Stock market price at December 31, 2017 €7.50
Stock market value of treasury shares held by the Company on December 31, 2017 (1) €869,475
Gross book value of portfolio as at December 31, 2017 €700,727
Average purchase price in 2017 €6.04
(1) Based on the share price on the last business day, i.e. December 29, 2017.
3.5. OTHER INFORMATION ON SHARES –

STOCK MARKET PRICES
3.5.1. Pledge of Company shares and subsidiaries’ shares

On April 10, 2013, Gfi Informatique pledged all the shares it held in its On October 9, 2015, Gfi Informatique pledged all the shares it holds
subsidiary Gfi Informatique-Production to the French Treasury, as in its subsidiary Gfi Progiciels, to the banking pool, as part of the
guarantee for the debt from the VAT dispute. syndicated credit agreement dated October 9, 2015.
3.5.2. Share prices and trading volumes

Gfi Informatique is listed on the Euronext Paris regulated market The information disclosed below has been obtained from Euronext
(Compartment B) of NYSE Euronext and the following indices: CAC and has been reproduced faithfully with no omission that might
Technology, CAC Software & Computer Services and CAC All Shares. render this information untrue or misleading.
Gfi Informatique shares meet the eligibility criteria for the Share
Savings Plan (French Plan d'Épargne en Actions, or PEA) but not the
Deferred Settlement Service (SRD).
3.5.3. Table of the Company's financial results in each of the past

five years
The table of the Company's financial results in each of the past five years provided for in Article R. 225-102 par. 2 is referred to in paragraph 6.3.1
of this registration document.

3.5.4. Gfi Informatique share prices during 2017

(source Bloomberg)
Total
number Daily
of share Average daily average Lowest Highest Average
Number transactions volume Total volume of capital price over price over price during
of trading (in number (in number (in thousands (in millions the month the month the month*
sessions of shares) of shares) of euros) of euros) (in euros) (in euros) (in euros)
2015
October 21 162,002 7,714 991,599 0.05 5.82 6,37 6,12
November 20 614,255 30,713 4,787,243 0.24 6.1 8,45 7,79
December 22 1,804,031 82,001 15,060,020 0.68 8.18 8.38 8.35
2016
January 20 1,032,467 51,623 8,639,802 0.43 8.3 8.45 8.37
February 21 1,043,656 49,698 8,777,722 0.42 7.94 8.47 8.41
March 21 386,997 18,428 3,246,125 0.15 8.25 8.45 8.39
April 21 1,029,416 49,020 8,720,119 0.42 8.19 8.53 8.47
May 21 147,807 7,038 1,253,934 0.06 8.48 8.5 8.48
June 22 10,118,809 459,946 86,010,700 3.91 8.21 8.79 8.50
July 21 89,923 4,282 723,510 0.03 7.81 8.65 8.05
August 23 44,248 1,924 352,997 0.02 7.9 8.1 7.98
September 22 66,855 3,039 533,141 0.02 7.87 8.14 7.97
October 21 55,650 2,650 437,565 0.02 7.71 8.14 7.86
November 22 78,501 3,568 609,167 0.03 7.56 8.19 7.76
December 21 58,618 2,791 475,525 0.02 7.96 8.26 8.11
2017
January 22 88,338 4,015 736,450 0.03 8.01 8.5 8.34
February 20 71,150 3,558 586,575 0.03 8.12 8.4 8.24
March 23 75,122 3,266 597,619 0.03 7.61 8.25 7.96
April 18 83,701 4,650 628,375 0.03 7.03 7.9 7.51
May 22 90,230 4,101 705,577 0.03 7.41 8 7.82
June 22 64,842 2,947 505,056 0.02 7.62 7.98 7.79
July 21 40,805 1,943 319,082 0.02 7.71 7.98 7.82
August 23 19,874 864 153,358 0.01 7.65 7.8 7.72
September 21 22,575 1,075 174,506 0.01 7.66 7.8 7.73
October 22 37,891 1,722 292,133 0.01 7.62 7.76 7.71
November 22 26,864 1,221 208,233 0.01 7.68 7.93 7.75
December 19 29,549 1,555 223,021 0.01 7.37 7.8 7.55
2018
January 22 31,563 1,435 243,564 0.01 7.4 7.88 7.74
February 20 50,605 2,530 395,345 0.02 7.62 8 7.93
* Based on daily closing prices.

3.5.5. Change in Gfi Informatique share price from October 1,

2015 to February 28, 2018
100 index as at October 1, 2015
Lower 100.00
Higher 150.77
160
150
140
3
130
120
110
100
90
oct-15 dec-15 feb-16 apr-16 jul-16 aug-16 oct-16 dec-16 feb-17 apr-17 jul-17 aug-17 oct-17 dec-17 feb-18


REPORT OF THE
BOARD OF
DIRECTORS ON
CORPORATE
4
GOVERNANCE
4.1. NEW GOVERNANCE MODEL 94 4.5. OTHER INFORMATION ON THE

4.1.1. The Board of Directors 95 CORPORATE OFFICERS 114
4.1.2. Audit and Internal Control Committee 95
4.1.3. Appointments and Compensation Committee 96 4.6. CORPORATE GOVERNANCE 115
4.1.4. Investments Committee 96
4.7. APPLICATION OF THE
4.1.5. Strategic Committee 96
RECOMMENDATIONS IN THE
4.2. LIST OF THE MAIN POSITIONS HELD AFEP-MEDEF CODE 120
AND FUNCTIONS CARRIED OUT BY
4.8. SIGNIFICANT MATTERS LIKELY TO
THE GFI INFORMATIQUE CORPORATE
IMPACT A TAKEOVER BID 120
OFFICERS 97
4.2.1. List of the main positions held by the members of
GFI Informatique's Board of Directors 97
4.9. LIST OF FINANCIAL AUTHORISATIONS
GRANTED AS AT DECEMBER 31, 2017 121
4.2.2. List of the main positions held by the observers on
GFI Informatique's Board of Directors 104
4.10. BOARD OF DIRECTORS’ REPORT ON
4.3. RELATED-PARTY AGREEMENTS AND FREE SHARES 122
COMMITMENTS 108
4.11. SUPPLEMENTARY REPORT ON THE
4.3.1. Agreements and commitments authorised during
the 2017 financial year and since the reporting date 108 COMPENSATION OF EXECUTIVE
4.3.2. Agreements and commitments approved by the OFFICERS 123
Shareholders General Meeting 109
4.4. COMPENSATION PAID TO

CORPORATE OFFICERS 110

4 REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE
New governance model
Dear Shareholders,
Our report to you on corporate governance has been prepared in accordance with Order No. 2017-1162 of July 12, 2017. It replaces
the report of the Chairman of the Board of Directors on the composition of the Board and application of the principle of gender
balance, the conditions for the preparation and organisation of the Board's work, and on the Company's internal control and risk
management procedures.
This report, which concerns both Gfi Informatique and its subsidiaries, was prepared with the assistance of the Finance
Department, partly on the basis of the summaries of the work performed by the Audit Committee.
This report was approved by the Board of Directors on March 28, 2018.
4.1. NEW GOVERNANCE MODEL

In accordance with the commitments undertaken by the shareholders • official cognisance of the expiration of the term of office as a
acting in concert under the Amendment to the shareholders' director of Mr Nicolas Roy, non-replacement and appointment as
Agreement and the provisions of law no. 2011-103 of January 27, 2011 an observer for a three-year term, until the end of the Ordinary
on gender balance on companies' Boards of Directors and Supervisory General Meeting called to approve the financial statements for the
Boards and gender equality (known as the Copé-Zimmermann law), year ended December 31, 2019 to be held in 2020;
the Company's Shareholders General Meeting held on May 22, 2017 • renewal of the term of office of Mr Gérard Longuet as an observer
voted to approve a new Board of Directors and adopted the following for a three-year term, until the end of the Ordinary General
motions: Meeting called to approve the financial statements for the year
• renewal of the term of office of Mrs Carolle Foissaud as a company ended December 31, 2019 to be held in 2020;
director for a three-year term, until the end of the Ordinary General • official cognisance of the resignation of Mr Patrick de Giovanni as
Meeting called to approve the financial statements for the year director, non-replacement and appointment as an observer for a
ended December 31, 2019 to be held in 2020; three-year term, until the end of the Ordinary General Meeting
• official cognisance of the expiration of the term of office as a called to approve the financial statements for the year ended
director of Mr Jean-Paul Lepeytre, non-replacement and December 31, 2019 to be held in 2020.
appointment as an observer for a three-year term, until the end of
the Ordinary General Meeting called to approve the financial
statements for the year ended December 31, 2019 to be held in
2020;

REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE
4.1.1. The Board of Directors

As from May 22, 2017, the Board of Directors of Gfi Informatique is composed as follows:
Members of the Board of Directors Functions

• Vincent Rouaix Chairman and General Manager
• Anne-Lise Bapst Independent director
• William Bitan Independent director
• Carolle Foissaud Independent director
• Alekh Grewal Director
• Keith Higley Director
• Itefin Participations represented by Gilles Rigal Director
• Sabine Schimel Independent director
• Jean-Philippe Duboust (1) Director representing the employees
• Henry Capelle Observer
•
•
Patrick de Giovanni
Santhosh Krishnamoorthy
Observer
Observer
4
• Jean-Paul Lepeytre Observer
• Gérard Longuet Observer
• Henri Moulard Observer
• Nicolas Roy Observer
• Laurent Calvet Gfi Informatique ESU Representative of the Central Works Council
• Nadira Zeroual (2) Gfi Informatique ESU Representative of the Central Works Council
(1) Jean-Luc Louis, director representing the employees, was replaced by Jean-Philippe Duboust on January 20, 2017.
(2) Alain Kuong Kaing, Central Works Council representative of the Gfi Informatique ESU on the Board of Directors, was replaced by Nadira Zeroual on
December 26, 2016.
Following the renewal of the terms of office of Mrs Carolle Foissaud as The members of the specialised Board committees are appointed to
a director for a three-year term, of Mr Gérard Longuet as an observer serve for a term to coincide with the terms of office of the directors
for a three-year term, and the appointment as observers of Jean-Paul and observers, in accordance with the provisions of articles 1.1 and 7.3
Lepeytre, Nicolas Roy and Patrick de Giovanni, also for a three-year of the Board's new internal regulations adopted on March 20, 2018; as
term, the Board of Directors approved the new composition of the of May 22, 2017, the members of the specialised committees of the
specialised Board committees during its meeting of May 22, 2017. Board of Directors are as follows:
4.1.2. Audit and Internal Control Committee

The Audit and Internal Control Committee is composed of four members.
William Bitan (1) Chairman

Patrick de Giovanni (2) Member
Alekh Grewal Member
(1)
Sabine Schimel Member
(1) Independent director.
(2) Observer of the Board of Directors.

4.1.3. Appointments and Compensation Committee

The Appointments and Compensation Committee is composed of four members.
Henri Moulard (2) Chairman

(1)
Anne-Lise Bapst Member
Alekh Grewal Member
Gilles Rigal Member
4.1.4. Investments Committee

The Investments Committee comprises seven members.
Vincent Rouaix Chairman

(1)
Henry Capelle Member
Alekh Grewal Member
Santhosh Krishnamoorthy (1) Member
(1)
Jean-Paul Lepeytre Member
Gilles Rigal Member
Nicolas Roy (1) Member
4.1.5. Strategic Committee

The Strategic Committee comprises seven members.
Jean-Paul Lepeytre (2) Chairman

Henry Capelle (2) Member
Carolle Foissaud (1) Member
Alekh Grewal Member
Santhosh Krishnamoorthy (2) Member
Gilles Rigal Member
Vincent Rouaix Member

List of the main positions held and functions carried out by the gfi informatique corporate officers
4.2. LIST OF THE MAIN POSITIONS HELD AND

FUNCTIONS CARRIED OUT BY THE GFI
INFORMATIQUE CORPORATE OFFICERS
4.2.1. List of the main positions held by the members of GFI

Informatique's Board of Directors
VINCENT ROUAIX − Chairman and member of the Board of Director of Gfi Portugal -
Tecnologias de Informaçao SA (Portugal)
Born: June 16, 1959 − Representative of Gfi Informatique in his capacity as a non-executive
Age (1): 58 Director of Roff Consultores Independentes (Portugal)
Nationality: French
− Chairman and member of the Board of Directors of Gfi
Business Address: 145, boulevard Victor-Hugo, 93400 Saint-Ouen
Date of first appointment: 2006
International SA (Switzerland)
− Representative of Gfi Informatique in his capacity as Managing
4
End of term as Director (2): 2019 Director of Gfi Bénélux (Belgium)
Number of Company shares held: 45,004
− Chairman, Managing Director and member of the Board of
Independence criteria(3): no
Directors, Holding Gfi Informatique Maroc SA (Morocco)
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE − Representative of Gfi Informatique in his capacity as member of the
GROUP Board of Directors of Gfi Maroc Offshore SA (Morocco)
− Representative of Gfi Informatique in his capacity as member of the
LISTED COMPANIES
Board of Directors of Somafor RCI (Ivory Coast)
− Chairman and General Manager and member of the Board of
Directors, Gfi Informatique (France) − Member of the Board of Directors of Impaq Sp Z.o.o (Poland)
− Chairman of the Investments Committee, Gfi Informatique (France) − Member of the Board of Directors of Impaq UK (United Kingdom)
− Member of the Strategic Committee, Gfi Informatique (France) − Chairman of the Board of Directors of Impaq AG (Switzerland)
− Representative of Gfi Informatique in his capacity as Chairman and
UNLISTED COMPANIES member of the Board of Directors of Efron Consulting Inc (United
− Chairman of the Board of Directors and member of the Board of Gfi States)
Informatique - Production SA (France)
MAIN POSITIONS HELD OUTSIDE THE GROUP
− Representative of Gfi Informatique in his capacity as Chairman of
Gfi Informatique Entreprise Solutions SAS (France) LISTED COMPANIES
− Representative of Gfi Informatique in his capacity as Chairman of None
ITN Consultants SAS (France)
− Representative of Gfi Informatique in his capacity as Chairman of UNLISTED COMPANIES
Business Document SAS (France) − Manager, Auteuil Conseil EURL (France)
− Representative of Gfi Informatique in his capacity as Chairman of − Member of the Administrative Committee, Itefin Participations SAS
Addstones SAS (France) (France)
Gfi Informatique Telecom SAS (France) MAIN POSITIONS FOR WHICH THE TERM OF OFFICE
EXPIRED OVER THE LAST FIVE YEARS
− Representative of Gfi Informatique in his capacity as Chairman and
member of the Board of Directors of Grupo Corporativo Gfi
Gfi Consulting SAS (until 2016) (France) (Total transfer of assets to
Informatica SA (Spain)
Gfi Informatique on April 1, 2016)
(1) On the date of the General Meeting called to approve the annual financial statements.
(2) General Meeting called to approve the annual financial statements for 2018.
(3) The criteria used to qualify an independent director are those set forth in the AFEP-MEDEF Code of Business Governance for Listed Companies. The situation of each
Director with regard to the independence criteria has been examined by the Board of Directors.

− Chairman of the Supervisory Board of Financière Ordirope SAS MAIN POSITIONS FOR WHICH THE TERM OF OFFICE
(until 2016) (France) (Total transfer of assets to Gfi Progiciels on EXPIRED OVER THE LAST FIVE YEARS
June 27, 2016) None
− Chairman of Gfi-BUS SAS (until 2015) (France) (total transfer of
assets to Gfi Informatique, July 30, 2015) EXPERTISE AND PROFESSIONAL EXPERIENCE
− Chairman and General Manager and Director, Cognitis group SA (until Ms Anne-Lise Bapst started her career at the Commission des
2015) (France) (total transfer of assets to Gfi Informatique, May 25, Opérations de Bourse, an agency of the French government concerned
2015) with securities trading, where her positions included Head of Public
Relations, among other things directing the implementation of the
EXPERTISE AND PROFESSIONAL EXPERIENCE communications strategy, relations with the financial community
After graduating from the Ecole Supérieure des Travaux Publics (a (annual report of the President of the Republic, representative of the
construction engineering school), Vincent Rouaix's entire career has COB on government panels and bodies responsible for adopting the
been in international groups in the services industry. In 1986, he joined euro as currency) and writing the booklet L’investisseur et l’Euro,
Logispace, where he became General Manager, and then Chairman circulated in partnership with the major banking networks.
and General Manager. In 1999, he was appointed General Manager of In 2000, she joined groupe ABN-Amro Bank France (Banque de
Cognicase France, and then, in 2001, Executive Vice-President and Financement et d’Investissement and Banque Privée Neuflize OBC) as
General Manager Europe of Cognicase. Director of Communications, where she implemented local and
Vincent Rouaix then set up the Adelior group, with the backing of international communications strategies.
investment funds. After Gfi Informatique acquired the Adelior group, In 2008, she was appointed Director of Communications and Sustainable
he was appointed as a member of the Board of Directors (March Development at the Wendel Investissement group (founder Marine
2006) and then Deputy General Manager (December 2006) of Gfi Wendel), where she was responsible for redefining and implementing the
Informatique, and has been General Manager since March 17, 2009. Group’s corporate communications strategy with a view to repositioning
He was appointed Chairman of the Board of Directors on May 20, the Group’s institutional presence, in addition to leading the Group’s
2009. financial communications, facilitating communications throughout the
Group’s subsidiaries and managing communications in crisis situations.
ANNE-LISE BAPST In 2011, Anne-Lise Bapst joined HSBC France as Director of
Communications, where her role involves defining and leading the
Date of birth: March 3, 1964 development of the bank’s communications strategy in France and
Age (1): 54 that of its various segments (retail banking for private and Business
Nationality: French Customers, corporate and investment banking, private banking,
Business Address: 109 Avenue des Champs-Élysées 75008 Paris insurance and asset management). Anne-Lise Bapst is also a member
Date of first appointment: Shareholders General Meeting on of the Executive Committee of HSBC France and is a member of the
March 24, 2016 Board of Fondation pour l’Éducation.
End of term as Director (2): 2019
Number of Company shares held: 50 WILLIAM BITAN
Independence criteria (3): yes
Date of birth: January 1, 1949
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE Age (1) : 69
GROUP Nationality: French
Business address: 44, rue Ferdinand, 75017 Paris
LISTED COMPANIES
− Member of the Board of Directors, Gfi Informatique (France)
− Member of the Appointments and Compensation Committee, Gfi Number of Company shares held: 1
Informatique (France)
Independence criteria (3): yes
UNLISTED COMPANIES MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE
None GROUP
MAIN POSITIONS HELD OUTSIDE THE GROUP LISTED COMPANIES

− Member of the Executive Committee of Fondation HSBC pour − Member of the Board of Directors, Gfi Informatique (France)
l’Éducation − Chairman of the Audit and Internal Control Committee,
Gfi Informatique (France)
UNLISTED COMPANIES
None

MAIN POSITIONS HELD OUTSIDE THE GROUP MAIN POSITIONS HELD OUTSIDE THE GROUP
LISTED COMPANIES LISTED COMPANIES

− Member of the Board of Directors of Adomos (France) None
UNLISTED COMPANIES UNLISTED COMPANIES

− Manager of WHB Conseil (France) None
MAIN POSITIONS FOR WHICH THE TERM OF OFFICE MAIN POSITIONS FOR WHICH THE TERM OF OFFICE
EXPIRED OVER THE LAST FIVE YEARS EXPIRED OVER THE LAST FIVE YEARS
− Member of the Supervisory Board of Acheter-Louer.fr (France) − Alternate member of the Gfi Progiciels Works Council.
EXPERTISE AND PROFESSIONAL EXPERIENCE EXPERTISE AND PROFESSIONAL EXPERIENCE

William Bitan began his career in 1968 in the Finance Department of Jean-Philippe Duboust is currently an IT Project Manager specialising
SEMA. In 1986, he was appointed as Head of Management Control at in development and application administration and has 35 years’
SEMA group Plc (a company incorporated under British law listed on experience in service companies (G-CAM, Sinorg, Gfi Progiciels),
the London Stock Exchange and the Bourse de Paris), and then as project development and production of software packages for the
Chief Financial Officer, member of the Executive Committee and Public Sector.
member of the Board of Directors, in 1992. He was appointed as the
Group’s Chief Operating Officer in 2000. In 2001, he joined the
Capgemini group, where he successively served as Head of
Management Control, Chief Financial Officer, member of the
CAROLLE FOISSAUD 4
Date of birth: September 2, 1966
Executive Committee and member of the Board of Directors of a
Age (1): 51
number of the Group’s subsidiaries. Since 2005, he has worked as an
independent consultant for companies in the fields of mergers and Nationality: French
acquisitions, coaching, financial information policy and the Business address: Bouygues Energies & Services – 19 rue Stephenson -
elaboration of strategic plans for international groups. CS 20 734 – 78 063 Saint-Quentin en Yvelines, France
JEAN-PHILIPPE DUBOUST
Number of Company shares held: 1,287
Date of birth: March 26, 1958 Independence criteria (3) : yes
Age (1): 60
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE
Nationality: French
GROUP
Business address: 145, boulevard Victor-Hugo, 93400 Saint-Ouen
Date of first appointment: Elected by the Central Works Council of LISTED COMPANIES
Gfi Informatique ESU on January 20, 2017. − Member of the Board of Directors, Gfi Informatique (France)
End of term as Director representing the employees (2): 2020
− Member of the Strategic Committee, Gfi Informatique (France)
Number of Company shares held: zero
Independence criteria (3): no UNLISTED COMPANIES
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE None
GROUP
LISTED COMPANIES
LISTED COMPANIES
Director representing employees of Gfi Informatique (France)
− Independent director of Mersen
UNLISTED COMPANIES
UNLISTED COMPANIES
None
None
MAIN POSITIONS FOR WHICH THE TERM OF OFFICE

None
(2) Mr Duboust was elected to replace Jean-Luc Louis for the remainder of his term of office, in accordance with Article 11 of the Company's Articles of Association.

EXPERTISE AND PROFESSIONAL EXPERIENCE MAIN POSITIONS HELD OUTSIDE THE GROUP
Carolle Foissaud, is a graduate of the École Polytechnique and the
LISTED COMPANIES
École Nationale Supérieure des Télécommunications. She began her
career in 1991 at Thomson as a Systems Research engineer working − Director and General Manager of the Group and member of the
with Rafale aircraft equipment. She joined the “Combustible” Business Executive Committee and Audit Committee of Mannai Corporation
Unit of Areva NP in 1995 where she became head of the Fuel Rod QPSC (Qatar)
Department. She then joined the Connectivity Division of the FCI
group (a former subsidiary of the Areva group) in 2000 as Director of UNLISTED COMPANIES
Industrialisation for the Automotive factory at Epernon (France). In Alekh Grewal is also a Director of the following companies of the
2003, she joined the “Reactors” Business Unit and was appointed Mannai Corporation group:
Director of the Office of the BU Directorate and later Deputy Head of − Gfi India Pvt. Ltd, Pune, (India)
EPR™ in China. In 2007, at Areva TA, she took up the post of Head of
the Unit responsible for the design and manufacture of naval − Cofely Besix Mannai Facilities Management Services WLL, (Qatar)
propulsion nuclear reactors, subsequently also responsible for their − AXIOM Telecom, Dubaï, (UAE)
maintenance. In July 2009, she became Director of the Nuclear − NEXThink SA, (Switzerland)
Clean-up Business Unit and was responsible for its restructuring. In
March 2012, she was appointed Director of Operations Safety, − Damas International LLC, Dubaï (UAE)
Security and Support and she is now a member of the Executive − Gfi informatique India (India)
Management Board (EMB). She also sits on the Board of Directors of − Member of the Audit Committee of Damas International LLC, Dubaï
Mersen. On March 1, 2014, Carolle Foissaud was appointed Chairman (UAE)
and General Manager of Areva TA and Director of Research for the
Propulsion and Reactors Business Division. − Member of the Audit Committee of AXIOM Telecom, Dubaï (UAE)

ALEKH GREWAL EXPIRED OVER THE LAST FIVE YEARS
None
Date of birth: March 10, 1957
Age (1): 61 EXPERTISE AND PROFESSIONAL EXPERIENCE
Nationality: Australian Alekh Grewal’s first job was with Thomson McLintock (now KPMG) in
Business address: Ramada Junction, Salwa Road, P.O. Box 76, Doha, London and spent eight years in the UK before immigrating to
Qatar Australia in 1987.
Date of appointment: General Meeting on March 24, 2016, effective Alekh Grewal has over 25 years’ experience in industry, many of which
April 11, 2016 were dedicated to the general management of medium to large sized
End of term as Director (2): 2019 companies. The businesses included hire & sale, contracting, services,
Number of Company shares held: zero technology, trading & distribution, Consulting and manufacturing.
Independence criteria (3): no During this period, he gained significant expertise in all aspects of
executive management, particularly business start-ups, acquisitions,
GROUP divestments and turnarounds.
Alekh Grewal spent 15 years in Australia, where he mainly worked for
LISTED COMPANIES the Australian multinational company James Hardie. He acted as
− Member of the Board of Directors, Gfi Informatique (France) General Manager of several subsidiaries. His final position with James
Hardie Asia Pacific was as Chief Financial Officer.
− Member of the Audit and Internal Control Committee, Gfi
Informatique (France) He left Australia in 2001 to join KPMG India as its Chief Operating
− Member of the Appointments and Compensation Committee, Gfi Officer, Partner and Deputy Chairman.
Informatique (France) Alekh Grewal joined Mannai Corporation in November 2004 as Chief
− Member of the Investments Committee, Gfi Informatique (France) Financial Officer. In 2008 Alekh was promoted as Chief Operations
Officer and in 2009 he was appointed as General Manager.
UNLISTED COMPANIES
None

He has been very instrumental in acquisitions of Axiom Telecom, UAE, MAIN POSITIONS FOR WHICH THE TERM OF OFFICE
and Damas International LLC, UAE. Following the acquisition of EXPIRED OVER THE LAST FIVE YEARS
Damas LLC., in 2012, Alekh Grewal was promoted as Group General − President of Mansoft Systems Pvt. Ltd., (India)
Manager. Alekh Grewal is also a member of Executive Committee,
− Director of Transfield Mannai Facilities Management Ltd
Audit Committee and Board member of Mannai Corporation.
Alekh Grewal is a member of the Institute of Chartered Accountants EXPERTISE AND PROFESSIONAL EXPERIENCE
in England and Wales and an Associate of the Institute of Chartered Following a period with Standard Chartered Bank in London and
Accountants in Australia. He holds a university degree (with overseas, Keith Higley spent the majority of his career with Lloyds
concentration) and attended the Advanced Management Program at Bank until joining Mannai Corporation in Qatar in 2001.
Harvard and the International Directors Programme at INSEAD. He
holds a Certificate in Corporate Governance from the INSEAD He held a succession of management positions in the Lloyds Bank
Business School. group both in the United Kingdom and around the world including
Country Manager UAE, General Manager Japan and Regional Director
of Lloyds Bank in the United Kingdom.
KEITH HIGLEY He was Managing Director of the two largest factoring and invoice
Date of birth: January 15, 1946 discounting companies in the United Kingdom and played a leading
Age (1): 72 role in the UK finance industry including eight years on the Board of
the Factors and Discounters Association, latterly as its Chairman.
Nationality: English
Business address: Ramada Junction, Salwa Road, P.O. Box 76, Doha, Following his appointment as Chairman and General Manager in
Qatar
Date of first appointment: General Meeting on March 24, 2016,
Mannai, his remit was to concentrate resources on its core domestic
business to ensure that Mannai remained a market leader in Qatar’s 4
effective April 11, 2016 fast growing economy. The Group was completely restructured over
the following four years into today’s thriving business focused on
trade and services. Keith Higley joined the Board of Mannai
Number of Company shares held: zero
Corporation in 2005 and was subsequently appointed Managing
Independence criteria (3): no Director.
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE Mannai Corporation was successfully listed on the Qatar Exchange in
GROUP 2007. Keith Higley retired as Managing Director of Mannai in
December 2008 and continues to sit on the Board as a Non-Executive
LISTED COMPANIES Director.
− Member of the Board of Directors, Gfi Informatique (France) He is a Fellow of the Chartered Institute of Bankers (FICB), a Member of
the Institute of Credit Management (MICM) and a Chartered Director
UNLISTED COMPANIES
(CDir) qualified by the Institute of Directors U.K. He also holds the
None Certificate in Corporate Governance from INSEAD Business School.

ITEFIN PARTICIPATIONS, AN UNLISTED
LISTED COMPANIES COMPANY REPRESENTED BY GILLES RIGAL
− Director of Mannai Corporation Q.P.S.C (Qatar)
Business Address: 1, rue Paul-Cézanne, 75008 Paris
UNLISTED COMPANIES Date of first appointment: 2007
End of term as Director of Itefin Participations (2) : 2019
− Director of AXIOM Telecom, Dubai (UAE)
Number of company shares held by Itefin Participations: 4,265,572
− Executive Chairman of Damas International LLC, Dubai, (UAE)
Independence criteria (3) : no

MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE − Chairman of Alphax Participations SAS (until 2016) (France)
GROUP − Chairman of the Board of Directors, Willink SAS (until 2016)
(France)
LISTED COMPANIES
− Permanent representative of Itefin Participations on the Board of EXPERTISE AND PROFESSIONAL EXPERIENCE
Directors of Gfi Informatique (France) Gilles Rigal is Associate Director of Apax Partners. Gilles Rigal joined
− Member of the Investments Committee, Gfi Informatique (France) Apax Partners in 2001 as part of the Technologies & Telecom team.
− Member of the Appointments and Compensation Committee, Gfi He began his career as an entrepreneur by participating in the
Informatique (France) establishment of IGL, a software and IT services company that was
sold to Thales five years later. He then joined McDonnell Douglas
Information Systems where he became a Head of Department, then
Systar, an international software company based in France where he
UNLISTED COMPANIES
served successively as General Manager for France, for Europe and for
None global operations. In 1995, he joined BMC Software, the world’s fifth
largest software publisher, as General Manager for France and
MAIN POSITIONS HELD OUTSIDE THE GROUP Vice-President of Marketing and Indirect Sales for EMEA. Gilles Rigal is
an ENSEEIHT Engineer (Toulouse) and the holder of a DEA in Robotics
LISTED COMPANIES
from the University of Toulouse.
− Member of the Board of Directors of Altran Technologies SA
(France)
SABINE SCHIMEL
UNLISTED COMPANIES
Date of birth: September 10, 1963
− Chairman and member of the Administrative Committee, Itefin
Age (1): 54
Participations SAS (France)
Nationality: French
− Member of the Board of Directors of Willink SAS (France)
Business address: 98 rue d’Assas 75006 Paris
− Chairman, Altrafin Participations SAS (France) Date of first appointment: Shareholders General Meeting on
− Chairman of Altimus SAS (France) March 24, 2016
− Member of the Board of Directors of Vocalcom SAS (France) End of term as Director (2): 2019
Number of Company shares held: 25
− Member of the Board of Directors of Apax Partners SAS (France)
and of Financière MidMarket SAS (France) Independence criteria (3): yes
− Member and Chairman of the Board of Directors, Magequam MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE
(Luxembourg) GROUP
− Legal representative of Altrafin Participations in Altitude SEP
LISTED COMPANIES
(France)
− Member of the Board of Directors, Gfi Informatique (France)
− Associate Manager, Sofaprig (France)
− Member of the Audit and Internal Control Committee, Gfi
− Category-A Manager and Chairman of the Management Board of
Informatique (France)
Vista Lux SARL (Luxembourg)
− Sole Manager of VistaLuxManagement SARL (Luxembourg) UNLISTED COMPANIES
− Chairman and Member of the Supervisory Board of InfoVista None
Holding SAS (France)
EXPIRED OVER THE LAST FIVE YEARS LISTED COMPANIES
− Acting Chairman of Altran Technologies from April 29, 2015 to None
June 18, 2015
UNLISTED COMPANIES
− Member of the Board of Directors, Odyfinance (until 2012)
(Luxembourg) − CEO of ACMN Vie (SA) Lille
− Manager of Infofin Participations (until 2016) (Luxembourg) − Chairwoman of the Board of Directors of ACMN IARD (SA) Paris
− Chairman of Betax Participations SAS (until 2016) (France) − Chairwoman of the Board of Directors of Nord Europe Life
Luxembourg (SA), Luxembourg

− Chairwoman of the Board of Directors of Nord Europe Life Belgium EXPERTISE AND PROFESSIONAL EXPERIENCE
(SA), Brussels Born in September 1963, a graduate of École Polytechnique and
− Chairwoman of the Executive Board of Nord Europe Assurances ENSAE (École Nationale Supérieure de la Statistique et de
(SA) Paris l’Administration Economique), and former Director of INSEE, Sabine
− Deputy Director of CP BK Reinsurance (SA) Luxembourg Schimel began her career in 1989 in the forecasting department of the
French Ministry for the Economy, Finance and Industry.
MAIN POSITIONS FOR WHICH THE TERM OF OFFICE In 1993, she joined CNP Assurances, where she successively held
EXPIRED OVER THE LAST FIVE YEARS various positions in technical and financial management. In 2000, she
− Chairwoman of Courtage Crédit Mutuel Nord Europe (SAS) Lille headed the management of financial partnerships and then the
(until December 2017) management of the performance of the international subsidiaries in
− Member of the Board of Director of Bpifrance Financement SA 2004. In 2009, she was appointed Head of Development, Subsidiaries
(France) (until March 2016) and Equity Interests at the Caisse des Dépôts.
− Chairwoman of the Supervisory Board of Innovation Capital SAS In March 2013, she joined Qualium Investissement, an AMF-accredited
(France) (until March 2016) asset management company belonging to the Caisse des Dépôts
group. Since June 2012, she has served as Chairwoman of the Board of
− Chairman & General Manager of the publicly traded real estate firm
Directors of Silic; she became Chairwoman-General Manager thereof
Silic SA (France) (until December 2013)
in September 2013 and implemented the merger-absorption of Silic
− Member of the Board of Directors and General Manager of Qualium into Icade.
Investissement SAS (France) (until September 2013)
In January 2014, Sabine Schimel was appointed Adviser to the General
− Member of the Board of Directors of Egis SA (France) (until April
2013)
Manager of the Caisse des Dépôts. 4
On October 1, 2016, Sabine Schimel was appointed General Manager
− Member of the Board of Directors of Icade SA (France) (until April of ACMN Vie and Chairwoman of the Executive Board of Nord Europe
2013) Assurances (NEA).
− Member of the Board of Directors of La Poste SA (France) (until
April 2013)
− Member of the Board of Directors of Transdev group SA (France)
(until March 2013)

4.2.2. List of the main positions held by the observers on GFI

Informatique's Board of Directors
HENRY CAPELLE EXPERTISE AND PROFESSIONAL EXPERIENCE

Henry Capelle began his career as an analyst in 2006 at the
Date of birth: April 15, 1983 Investment Banking Division of Goldman Sachs in London and
Age (1): 34 subsequently in Paris. He then became an Associate and member of
Nationality: French the French Mergers & Acquisitions team where he worked on various
Business address: Apax Partners, 1 rue Paul-Cézanne, 75008 Paris merger, acquisition, LBO and IPO transactions involving major French
Date of first appointment: Shareholders General Meeting on companies.
March 24, 2016 Henry Capelle joined Apax Partners in 2011 as a business manager in
Date of expiration of term as observer (2): 2019 the Technologies, Media & Telecoms team, then as Director of
Independence criteria (3): no Investments in 2014 and as Director in 2016. Henry Capelle is
responsible for identifying and analysing investment opportunities,
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE transaction execution and monitoring companies in the Telecoms,
GROUP Media and Technology (TMT) sector portfolio. Henry Capelle has been
involved in monitoring the following companies: ALTRAN: global
LISTED COMPANIES
leader in innovation and high-tech engineering consultancy, member
− Observer of the Board of Directors, Gfi Informatique (France) of the Board of Directors since 2014 (observer); Infovista: global
− Member of the Investments Committee, Gfi Informatique (France) leader in performance management software for fixed and mobile
− Member of the Strategic Committee, Gfi Informatique (France) networks, member of the Supervisory Board since 2016; Infopro
Digital: leading B2B media group in France, member of the Board of
UNLISTED COMPANIES Directors from 2013 to 2016; Arkadin: leader in B2B communication
services.
None
MAIN POSITIONS HELD OUTSIDE THE GROUP PATRICK DE GIOVANNI

LISTED COMPANIES Date of birth: March 4, 1945
− Non-voting member of the Board of Directors of Altran Age (1) : 73
Technologies (France) Nationality: French
Business address: 1, rue Paul-Cézanne, 75008 Paris
UNLISTED COMPANIES Date of first appointment: 2007
− Member of the Supervisory Board of InfoVista Holding SAS (France) End of term as observer (2) : 2019
EXPIRED OVER THE LAST FIVE YEARS Independence criteria (3) : no

LISTED COMPANIES
GROUP
None
LISTED COMPANIES
UNLISTED COMPANIES − Observer of the Board of Directors, Gfi Informatique (France)
− Representative of Apax Partners SA on the Supervisory Board of − Member of the Audit and Internal Control Committee, Gfi
Infopro Digital SAS (France) Informatique (France)
UNLISTED COMPANIES
None

MAIN POSITIONS HELD OUTSIDE THE GROUP MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE
GROUP
LISTED COMPANIES
None LISTED COMPANIES
− Observer of the Board of Directors, Gfi Informatique (France)
UNLISTED COMPANIES − Member of the Investments Committee, Gfi Informatique (France)
− Member of the Board of Directors of Apax Partners SA (France) − Member of the Strategic Committee, Gfi Informatique (France)
− General Manager and member of the Administrative Committee,
Itefin Participations SAS (France) UNLISTED COMPANIES
− Chief Financial Officer, Financière Helios SAS (France) None
− Chairman of the Supervisory Board, Impact Partenaires SAS
(France)
− Manager, SC Plamet (France) LISTED COMPANIES
− M&A Manager for the Mannai Corporation Q.P.S.C. group (United
Arab Emirates)
− Member of the Executive Committee, Financière Helios SAS (until UNLISTED COMPANIES
2013) (France) − Member of the Strategic Committee of AXIOM Telecom, Dubai
− Member of the Board of Directors of Altamir Gérance SA (until
2014) (France)
(United Arab Emirates)
4
− Member of the Board of Directors of Albioma SA (until 2015)
(France)
None
EXPERTISE AND PROFESSIONAL EXPERIENCE
Patrick de Giovanni has been Associate Director of Apax Partners since
EXPERTISE AND PROFESSIONAL EXPERIENCE
1983. He has implemented a large number of investments in industrial Santhosh Krishnamoorthy joined Mannai Corporation in June 2008.
enterprises and service companies and in all types of transactions Santhosh Krishnamoorthy is experienced Mergers & Acquisitions and
(LBO, development capital, risk capital). He is the former Chairman of has over 12 years in-depth knowledge of this field.
France Invest, an investors’ association for growth. Patrick de Giovanni Before joining Mannai Corporation, Santhosh Krishnamoorthy spent
is a former student of the École Polytechnique. six years working for Emirates Investment and Development PSC, a
private equity firm in Dubai. His duties concerned Buy & Sell in the
SANTHOSH KRISHNAMOORTHY following sectors: Retail, Financial Services, Manufacturing,
Information and Communication Technology, Construction &
Date of birth: May 15, 1982 Associated Industries, Telecommunications, Education, Oil and Gas,
Age (1): 34 and Automotive.
Nationality: Indian He has experience in executing and advising on deals with values
Business Address: Ramada Junction, Salwa Road, P.O. Box 76, Doha, ranging between 150 million US dollars and 2 billion US dollars and
Qatar has structured complex cross-border merger and acquisition Big Ticket
Date of first appointment: General Meeting on March 24, 2016, Transactions, strategic joint ventures and partnerships, and public
effective April 11, 2016 takeover transactions in the region and overseas.
Date of expiration of term as observer (2): 2019 He holds a degree in Electrical and Electronics Engineering from India
Independence criteria (3): no and an MBA obtained in Toronto, Canada. He also attended the
INSEAD business school’s management programme.

JEAN-PAUL LEPEYTRE GÉRARD LONGUET

Date of birth: August 16, 1947 Date of birth: February 24, 1946
Age (1): 70 Age (1): 72
Nationality: French Nationality: French
Business address: 1, Square Moncey, 75009 Paris Chevalier de la Business address: 56 rue de Châteaudun, 75009 Paris
Légion d’Honneur Date of first appointment: 2014
Date of first appointment: 2011 End of term as observer (2) : 2020
End of term as Observer (2): 2020 Independence criteria (3) : yes
Independence criteria (3) : yes
GROUP
GROUP LISTED COMPANIES
LISTED COMPANIES
− Observer of the Board of Directors, Gfi Informatique (France) UNLISTED COMPANIES
− Member of the Investments Committee, Gfi Informatique (France) None
− Chairman of the Strategic Committee, Gfi Informatique (France) MAIN POSITIONS HELD OUTSIDE THE GROUP
UNLISTED COMPANIES UNLISTED COMPANIES
None − Member of the Board of Directors of SA Sea Invest (France)
MAIN POSITIONS HELD OUTSIDE THE GROUP − Member of the Board of Directors of Cockrill Maintenance &
Ingénierie SA (Belgium)
LISTED COMPANIES
None EXPIRED OVER THE LAST FIVE YEARS
UNLISTED COMPANIES None
− Chairman of JPL Consulting SAS (France) EXPERTISE AND PROFESSIONAL EXPERIENCE

− Director of MCSA SA (France) Gérard Longuet, a former student of ENA (Ecole Nationale
d’Administration) has held several government positions: Deputy
Minister for Postal Services and Telecommunications (Chirac
government), Minister for Industry, Postal Services and
None Telecommunications (Balladur government) and Defence Minister
(Fillon government). He was first elected MP for Meuse in 1978 and
EXPERTISE AND PROFESSIONAL EXPERIENCE was re-elected several times thereafter; Gérard Longuet is currently
Jean-Paul Lepeytre has spent the length of his career at the Thales Senator of the Meuse department, for which he has been the elected
group where he has held a number of executive positions in the fields representative since 2001.
of Optronics (1972-1987), Missile Electronics (1987-1989), Avionics Gérard Longuet has been a Director on the Boards of several IT
(1989-1999), Services and Security (1999-2008). In 2004, he became engineering companies and has published various works.
Deputy General Manager and a member of the Executive Committee
of Thales, and then adviser to the Chairman, notably on risk
management. He joined the Board of Gfi Informatique as a non-voting
member in 2010 and then as a Director in 2011.

HENRI MOULARD EXPERTISE AND PROFESSIONAL EXPERIENCE

A graduate of IEP Lyon and a holder of a DESS in Public law, Henri Moulard
Date of birth: May 2, 1938 has been responsible for various managerial positions at Lyonnaise de
Age (1): 79 Banque and Banque La Hénin. He was appointed Secretary-General of
Nationality: French Lyonnaise de Banque in 1977, then General Manager in 1984 and
Business address: 35, rue Mazarine, 75006 Paris Chairman in 1987. In 1992, he was appointed Chairman of the Executive
Date of first appointment: 2003 Board of Banque de Neuflize and of the ABN Amro group in France.
Date of expiration of term as observer (2): 2018 In 2000, he took over the chairmanship of Generali France. Between
Independence criteria (3): yes 2002 and 2016, he became Chairman of an independent private equity
management company (Truffle Capital). In 1998, he was appointed a
MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE member of the Board of Directors of Gfi Informatique. He has served
GROUP as a non-voting member of the Board of Directors of Gfi Informatique
since 2003.
LISTED COMPANIES
− Chairman of the Appointments and Compensation Committee, Gfi
NICOLAS ROY
Informatique (France) Date of birth: July 7, 1968
Age (1) :49
UNLISTED COMPANIES
Nationality: French
None
Business address: Orange France, 1 avenue Nelson Mandela, 94745
Arcueil Cedex France
4
LISTED COMPANIES End of term as Director (4): 2020
− Observer of the Board of Directors of Burelle SA (Paris) Number of Company shares held: 1
− Member of the Appointments Committee of Burelle SA (Paris) Independence criteria (3) : yes
− Member of the Audit Committee of Burelle SA (Paris) MAIN POSITIONS HELD WITHIN THE GFI INFORMATIQUE
GROUP
UNLISTED COMPANIES
− Chairman of HM et Associés SAS (France)
LISTED COMPANIES
− Chairman of the Supervisory Board of Foncière Saint Gothard SAS
(France) and Compagnie Franco-Suisse (SAS) (France) − Member of the Investments Committee, Gfi Informatique (France)
− Member of the Board of Directors of Neuflize Vie (France) and of
UNLISTED COMPANIES
Sogelym-Dixence (France)
None
− Chairman of the Audit Committee and member of the
Compensation Committee, Neuflize Vie (France) MAIN POSITIONS HELD OUTSIDE THE GROUP
− Member of the Board of Directors, Atlamed (Morocco)
LISTED COMPANIES
− Non-voting member of the Board of Directors, Amundi Private
Equity Fund (France) None
MAIN POSITIONS FOR WHICH THE TERM OF OFFICE UNLISTED COMPANIES

EXPIRED OVER THE LAST FIVE YEARS − Director of Très Haut Débit Bretagne SA (France)
− Chairman of Truffle Capital SAS (until November 2, 2016) (France) − Member of the Board of Directors, Indivision Maître SA (France)
− Non-voting member on the Board of Gerpro SAS (until 2015)
(France) MAIN POSITIONS FOR WHICH THE TERM OF OFFICE
− Member of the Supervisory Board and of the Appointments and
Compensation Committee, Unibail-Rodamco (until 2011) (France) LISTED COMPANIES
− Member of the Board of Directors of Petra (until 2012) (Morocco) None
UNLISTED COMPANIES
− Member of the Board of Directors of France Telecom Lease SA
(France)
− Chairman of the Board of Directors, EGT (France)

Related-party agreements and commitments
EXPERTISE AND PROFESSIONAL EXPERIENCE appointed Orange France Technical Director responsible for
A former student of the École Normale Supérieure (ENS) and a information systems and the network. He has served as Director of
graduate of École Nationale Supérieure des Télécommunications, the Network Business Solutions Unit, part of Orange Business
Nicolas Roy began his career at France Telecom Marine in 1994 before Services, from September 2010 to June 2014. He has acted as
joining France Telecom Mobile in 2000. There, he worked on IT and Technical Director of Networks and Services at Orange France since
networks in a number of management positions, and was later June 2014.
4.3. RELATED-PARTY AGREEMENTS AND

COMMITMENTS
4.3.1. Agreements and commitments authorised during the 2017

financial year and since the reporting date
AGREEMENTS AND COMMITMENTS AUTHORISED DURING In the interests of ensuring stable management and to draw on
THE YEAR, NOT APPROVED BY THE SHAREHOLDERS Auteuil Conseil’s expertise in relation to the development of the
MEETING Group, notably through external growth transactions, the Board of
No agreements or commitments were approved during the financial Directors meeting on February 21, 2018 authorised Gfi Informatique
year. to sign three amendments to the service provision agreement of
October 15, 2007:
AGREEMENTS AND COMMITMENTS AUTHORISED AFTER • the amendment, signed March 16, 2018, with Auteuil Conseil, fixing
CLOSING an additionnal fee of € 213,248 excluding taxes, for the services
We have been advised of the following related party agreements and provided by Auteuil Conseil (France) relaised in 2017, and related to
commitments authorised by the Board since the reporting date: performance objectives of a maximum of € 400,000;
• amendment to the service provision agreement of October 15, • the second amendment to the service provision agreement with
2007 with Auteuil Conseil, represented by Vincent Rouaix, Auteuil Conseil, approved by the Board of Directors on February 21,
Chairman of the Board of Directors and General Manager of Gfi 2018, on fixing an exceptional additional fee in the amount of
Informatique, and manager of Auteuil Conseil. The service €500,000 excluding taxes. This amendment, signed in March 16,
provision agreement covers marketing and commercial strategy, 2018 is pursuant to the amendment signed on December 23, 2015,
processes relating to the acquisition of IT services companies and which fixed an exceptional additional fee for a maximum amount of
human resources. The employee with responsibility for providing €2 million excluding taxes, conditional on the definitive completion
the services under this agreement is Vincent Rouaix. The agreement of the Mannai Corporation Share Purchase transaction and
was entered into for a period of two years as from February 1, 2008, quantitative objectives;
tacitly renewable every year, unless it is terminated one year before • the third amendment, signed on March 16, 2018, on re-evaluating
the end date. the fees calculated on an annual basis to €860,000 excluding taxes,
as from April 1, 2018.
During financial year 2017 the Company recognised a charge of
€1,513,248 excluding taxes in respect of the amendments and the
initial agreement.

Related-party agreements and commitments
4.3.2. Agreements and commitments approved by

the Shareholders General Meeting
AGREEMENTS AND COMMITMENTS APPROVED IN PRIOR No tax saving has been refunded by the Company for financial year
YEARS 2017.
WHOSE IMPLEMENTATION CONTINUED DURING THE YEAR: • With Vincent Rouaix, the Chairman of the Board of Directors and
General Manager of the Company:
• With Auteuil Conseil Company (France):
At its meeting on March 1, 2013, the Board of Directors authorised the
Several amendments to the service provision agreement with Auteuil Company to sign an amendment on December 18, 2007 to the
Conseil (France), mentioned in the special report of the statutory non-compete clause entered into with Vincent Rouaix on October 15,
auditors dated April 7, 2017 were approved by the Shareholders 2007.
General Meeting .
The amendment dated March 29, 2013 sets €850,000 euros as the
• the amendment signed on December 23, 2015 fixed Auteuil lump sum to be paid by way of compensation for the non-compete
Conseil’s annual fees at €800,000 excluding taxes as from January agreement signed by Vincent Rouaix.
1, 2016;
• With Auteuil Conseil Company (France):
• the amendment signed on December 23, 2015 which provided for
an exceptional additional fee for a maximum amount of €2 million amendment to the service provision agreement of October 15, 2007
excluding taxes to be paid by Gfi Informatique, subject to (i) the
definitive completion of the Mannai Corporation Share Purchase
with Auteuil Conseil, represented by Vincent Rouaix, Chairman of the
Board of Directors and General Manager of Gfi Informatique, and 4
transaction and (ii) the achievement of quantitative objectives. manager of Auteuil Conseil. The service provision agreement covers
marketing and commercial strategy, processes relating to the
The Board of directors of February 23, 2017 authorized the Company acquisition of IT services companies and human resources. The
to sign an amendment of Auteuil Conseil (France) service agreement. employee with responsibility for providing the services under this
This amendment was signed on May 22, 2017, provided for additional agreement is Vincent Rouaix. The agreement was entered into for a
fees amounting to €316,666 in respect of the services performed by period of two years as from February 1, 2008, tacitly renewable every
Auteuil Conseil (France) during financial year 2016. These additional year, unless it is terminated one year before the end date.
fees was paid during 2017.
Furthermore, the Shareholders General Meeting of June 28, 2016 took
WHICH WERE NOT IMPLEMENTED DURING THE YEAR: note of the Board of Directors’ authorisation to allocate an
exceptional additional fee capped at 2 million euros, before taxes, to
• With Group companies:
be paid by Gfi Informatique in 2020, subject to the achievement of
At its meeting on March 17, 2009, the Board of Directors authorised the performance objectives relating to the Group’s operating margin
the amendment of all tax agreements with companies in the tax and net income, to be set at a later date.
consolidation scope in France to allow a systematic refund to the
loss-making subsidiary of the tax saving that it provides to the Group.
No change has been made to the initial tax agreements.

Compensation paid to corporate officers
4.4. COMPENSATION PAID TO CORPORATE

OFFICERS
Compensation due or paid to the Company's executive corporate compensation package is based on the principles and criteria for
officer, Vincent Rouaix, in respect of the financial year just ended is determining, distributing and allocating compensation, approved by the
proposed as the (8th resolution) for a vote of the shareholders. The Shareholders Meeting in its 13th resolution on May 22, 2017, as follows:
Table 1: Summary of the remuneration paid and options and shares granted to each executive officer
Vincent Rouaix: Chairman and General Manager 2017 2016

Remuneration due for the year (detailed in table 2) 39,950 39,950
Valuation of options allocated over the year (detailed in table 4) None None
Valuation of rights to performance shares allocated over the year (detailed in table 6) None None
TOTAL 39,950 39,950
Table 2: Summary of compensation paid to each executive officer
2017 2016
Vincent Rouaix: Chairman and General Manager Due Paid Due Paid
Fixed remuneration 36,000 36,000 36,000 36,000
Variable remuneration None None None None
Multi-year variable remuneration None None None None
Exceptional remuneration None None None None
Directors’ fees None None None None
Benefits in kind(1) 3,950 3,950 3,950 3,950
TOTAL 39,950 39,950 39,950 39,950
(1) Details of benefits in kind: vehicle.
As indicated in 4.3.1 above, the Company has a service provision 2015 and 2016, and two amendments were signed in financial year 2017,
agreement that indirectly links Vincent Rouaix to Gfi Informatique via on proposal of the Appointments and Compensation Committee and
Auteuil Conseil. He is the manager of Auteuil Conseil and the sole approved by the Board of Directors. Said contract and its amendments
partner. Four amendments to said contract were signed in financial years gave rise to the recognition in expenses of the following fees:
2017 2016
Recognition of fees, excluding taxes of Auteuil Conseil
Fees due in respect of the financial year (detailed in the table below) 1,513,248 1,116,666
Valuation of the multi-year variable fees paid during the financial year - -
TOTAL 1,513,248 1,116,666
2017 2016
Fees excluding tax due and paid to Auteuil Conseil Due Paid Due Paid
Fixed Fees 800,000 800,000 800,000 800,000
Additional fees (detailed in table 3) 213,248 316,666 316,666 336,000
Exceptional fees (detailed in table 3) 500,000 - - -
TOTAL 1,513,248 1,116,666 1,116,666 1,136,000

Table 3: Additional fees
Variable component in respect of the 2017 Amount of variable component

financial year approved ex ante by the Shareholders Meeting on May 22, 2017 due in respect of 2017*
Maximum amount: 400,000 euros, excluding taxes, 213,248
(50% quantitative criteria and 50% qualitative criteria)
Variable long-term component in respect of the 2017 financial year approved
by the Shareholders Meeting on May 22, 2017
Maximum amount: 2 million euros, excluding taxes, subject to: 500,000
• definitive completion of the takeover of Mannai Corporation;
• achieving the target net income for the year ended December 31, 2017; and
• reaching the target operating margin for the year ended December 31, 2017.
* Paid once approved by the Shareholders General Meeting.
In accordance with the provisions of the Sapin II law, a resolution on financial statements for the year ended December 31, 2017 and is
the principles for determining the compensation of corporate officers discussed in a supplementary report under Section 4.11 “Report of the
will be proposed to the General Meeting called to approve the Board of Directors on the compensation of executive officers”.
4

Table 4: Directors’ fees and other compensation received by non-executive officers
Gross Directors’ fees paid Other remuneration paid

2017 2016 2017 2016
Anne-Lise Bapst 18,000 20,000 - -
William Bitan 40,000 40,000 - -
Henry Capelle - - - -
Patrick de Giovanni - - - -
Jean-Philippe Duboust 20,000
Carolle Foissaud 20,000 20,000 - -
Alekh Grewal - - - -
Keith Higley - - - -
Itefin Participations (Gilles Rigal) - - - -
Santhosh Krishnamoorthy - - - -
(1)
Jean-Paul Lepeytre 40,000 40,000 - -
Gérard Longuet 18,000 20,000 - -
Jean-Luc Louis (2) - 20,000 - -
Henri Moulard 28,000 30,000 - -
Nicolas Roy 20,000 20,000 - -
Sabine Schimel 20,000 20,000 - -
TOTAL 224,000 230,000 NONE NONE
(1) A service contract indirectly links Jean-Paul Lepeytre to Gfi Informatique via JPL Consulting, in which he is the Chairman and sole shareholder. This contract led to the invoicing
of fees for the year 2017 amounting to 52,000 euros excluding tax.
(2) Jean-Luc Louis, Director representing the employees, was replaced by Jean-Philippe Duboust on January 20, 2017.
The Directors’ attendance fees paid to the Directors and the Observers are allocated by the Board of Directors according to their participation in
the meetings of the Board and of the specialised committees.
Table 5: Options to subscribe or purchase shares allocated to each executive officer during the year
None.
Table 6: Options to subscribe or purchase shares exercised during the year by each executive officer
None.
Table 7: Rights to performance shares allocated to each corporate officer during the year
None.
Table 8: Rights to shares subject to performance criteria, allocated to each corporate officer definitively during the
year by the Board of Directors
None.
Table 9: Background of allocation of share subscription or purchase options
None.

Table 10: Background of allocation of rights to shares subject to performance criteria
General Meeting Authorisation 06.29.2007 05.19.2010 05.19.2010 05.22.2012 11.18.2015

Board of Directors 12.09.2009 03.10.2011 03.14.2012 03.01.2013 01.21.2016
Total number of rights granted 584,000 599,725 775,212 870,950 310,000
Of which to corporate officer: Vincent Rouaix 100,000 200,000 250,000 150,000 -
Date of final allocation 12.14.2011 06.07.2013 03.25.2014 03.26.2015 01. 21.2018
Date lock-in period ends 12. 09.2013 03.10.2015 03.14.2016 03. 01.2017 01. 21.2019
Performance criteria Yes Yes Yes Yes Yes
Number of shares allocated definitively 156,600 282,360 661,188 814,630 77,500
Of which to corporate officer: Vincent Rouaix 30,000 (1) 100,000 (1) 250,000 (1) 150,000 (1) -
Number of shares cancelled or void 427,400 317,365 114,024 56,320 232,500
Number of shares not yet definitively allocated
at 12.31.2016 - - - - 310,000
(1) The obligation to hold shares until the end of the term of office as Chairman and General Manager of Gfi Informatique relates to 30% of the free shares, or 45,004 free shares.
The Board of Directors, on January 21, 2016, using the powers granted
to it by the Shareholders’ General Meeting of November 18, 2015,
The meeting of the Board of Directors held on February 21, 2018
carried out the final allocation of 77,500 free shares, having verified
4
decided to grant bonus share rights to certain Gfi Informatique the beneficiaries' continued employment in the Company in
employees, with 310,000 bonus shares to be granted in total, to accordance with the requirements set out in section 4.10. “Board of
named beneficiaries designated by the Board of Directors. Directors’ report on free shares”.
Table 11: Commitments made to executive officers
Compensation or advantages due Compensation

Supplementary or likely to be due in the event of stemming from a
Work contract pension plan termination or change of office non-compete clause
Name Yes/No Yes/No Yes/No Yes/No
Vincent Rouaix Chairman and
General Manager No No No Yes
On December 18, 2007, the Company signed a non-compete It should be noted that the services contract of October 15, 2007,
agreement with Vincent Rouaix. By way of payment for the indirectly linking Vincent Rouaix to Gfi Informatique via Auteuil
non-compete commitment entered into by Vincent Rouaix, this Conseil, contains a tacit renewal clause with a one-year notice period.
agreement stipulates the payment to the latter, on the day his office
ends, of a lump sum of 850,000 euros by amendments of March 29,
2013.

Other information on the corporate officers
4.5. OTHER INFORMATION ON THE CORPORATE

OFFICERS
Table: Company shares purchased and sold by the corporate officers during the year
None.
OTHER INFORMATION RESTRICTIONS ON TRADING GFI

The Company has received no statement from the corporate officers
INFORMATIQUE SHARES
regarding: Article 6 of the internal regulations of the Board of Directors, as well
as the guide to preventing insider misconduct adopted by the Board of
• the existence of a family link with another member of the Board of
Directors; or Directors meeting of March 20, 2018, stipulate that directors must
not:
• the existence of a conflict of interest in the performance of their
work. • use inside information in their possession, by making or trying to
make, for themselves or others, either directly or indirectly, one or
Moreover, the Company has received no statement from the
more acquisition or disposal transactions or by cancelling or
corporate officers reporting a criminal conviction or an administrative
modifying one or more orders placed before they possessed the
sanction that would prevent them from managing or running a
inside information on the relevant securities;
Company (a Société Anonyme), or any other conviction for fraud,
bankruptcy, escrow or liquidation, or any official public incrimination • disclose inside information, whether inside or outside the Group,
or sanctions. outside the normal course of their work, occupation or duties, or for
purposes or activities other than those for which said information is
Equally, the Company has received no statement from them regarding possessed;
a ban from serving as a member of the management, executive or
supervisory body of an issuer, or to participate in the business • trade in shares of other listed companies when, by virtue of their
management or operations of an issuer during the last five years. office as a Director of the Gfi Informatique Group, they hold
information that could affect share prices once such price is made
Article 6 of the directors’ charter annexed to the Board of Directors’ public;
internal regulations provides that the directors must constantly
ensure that their personal situations do not place them in situations of
• trade in Company shares during ‘negative window’ periods, which
will be specifically indicated to them.
conflicts of interest with the Company. In the event of any doubt,
they must notify the Board so that the latter can rule on the issue and Directors who are also members of the Board or managers of
request the regularisation of the situation, if necessary. investment funds (such as Sicavs or FCPs) and who hold Gfi
Informatique shares themselves, must not disclose or use any
To the Company’s knowledge, there are no conflicts of interest in its information concerning the Gfi Informatique Group in the course of
executive and management bodies. their duties. All the above rules also apply to any transactions
executed by the directors’ spouses, ascendants or descendants.

Corporate governance
4.6. CORPORATE GOVERNANCE

The Board of Directors adopted a new set of internal regulations at its Privées (AFEP) and the Mouvement des Entreprises de France
meeting of March 20, 2018. They may be obtained in hard copy from (MEDEF), as revised in November 2016.
the corporate headquarters by any shareholder who requests them.
The AFEP-MEDEF Code may be consulted on the MEDEF website
These internal regulations serve to establish the mode of operation of www.medef.fr.
the Board of Directors, ensuring transparency among its participants
The Board determines the principles and rules governing all
and the effectiveness of Gfi Informatique governance. They integrate
remuneration received by corporate officers, on the recommendation
principles of best practice already in use and define the composition,
of the Appointments and Compensation Committee. The rules
organisation and responsibilities of the various committees.
governing the work of the Board of Directors and of its members, its
Note that the Corporate Governance Code to which Gfi Informatique Chairman, the non-voting members, the General Manager and where
voluntarily refers is the Corporate Governance Code of listed applicable the Deputy General Managers are set out in the Articles of
companies published by the Association Française des Entreprises Association.
The Board of Directors 4

COMPOSITION and quality. The evaluation is based on a questionnaire which is sent
to all directors.
The composition of the Board of Directors reflects its diversity policy
with regards to criteria such as age, international representation, This is an annual evaluation that looks at the composition of the
qualifications, professional experience and gender balance. Board, the length of terms of office, frequency of renewal of
appointments, selection of members and independence criteria. It also
As of March 20, 2018, the Board of Directors is composed of sixteen covers the operation of the Board, meeting organisation, access to
directors, including five men, three women, one director representing information, agendas and work, the amount and distribution of
employees, and seven observers. attendance fees and evaluation. Similar questions are asked about the
Two representatives of the Gfi Informatique ESU's Central Works Committees.
Council also attend Board meetings. It gives the members the opportunity to freely express their opinions
The list of the members of the Company's Board of Directors is given on the contributions made by their fellow members. They can also
in paragraph 4.1 “New Governance model”. discuss this issue individually with the Chairman of the Board. The
Board of Directors voted unanimously to retain this model and not to
require a formal questionnaire to specifically evaluate the
EQUAL REPRESENTATION OF WOMEN AND contributions of each individual director.
MEN The Board conducted a self-assessment in 2017, led by Henri Moulard,
The Copé-Zimmermann law of January 27, 2011 and the AFEP-MEDEF Chairman of the Appointments and Compensation Committee. The
Code, which was revised in November 2016, provide that as of the end conclusions were presented to the Board meeting on March 20, 2018.
of the Shareholders' General Meeting of 2017, (i) 40% of the members Generally speaking, the members were very satisfied with the
of the Board of Directors of a listed company must be women or (ii) if composition, organisation and operation of the Board and its
the Board has fewer than eight members, the gender difference committees. The availability of sector-specific studies to Board
cannot exceed two. members was particularly welcome.
At December 31, 2017, three out of five directors were women Opportunities for improvement included broader access to certain
(excluding the director representing employees), in line with the documents (more frequent distribution of the notes of analysts
maximum authorised gender gap. covering the Group, more granular reporting on the work of the
committees, etc.) and the need for more in-depth insight into some
aspects of our competitive landscape.
EVALUATION
The Board of Directors conducts an annual evaluation of the work and
operation of the Board and its Committees, focusing on preparation

INDEPENDENT DIRECTORS RELATIONSHIPS WITH THIRD PARTIES

As at December 31, 2017, Gfi Informatique is a controlled company The Board of Directors monitors the quality of the information
due to its shareholding structure. Four out of eight members satisfy provided to the shareholders and the financial markets. It reviews the
the independence criteria prescribed by AFEP-MEDEF (excluding the press releases issued by the Company to inform the markets of key
director representing the employees), bringing the number of events concerning the Gfi Informatique Group.
independent directors on the Board to 50%, thus respecting the 1/3rd
Pursuant to Article L. 225-238 of the French Commercial Code, the
percentage required by AFEP-MEDEF for controlled companies.
Statutory Auditors are summoned to the meetings of the Board of
At its meeting of February 21, 2018, the Appointments and Directors where the latter reviews and approves the interim
Compensation Committee analysed the situation of each director (half-yearly) and annual financial statements.
with regard to the independence criteria set out in the AFEP-MEDEF
Corporate Governance Code and the Company’s internal regulations
to determine their independence. MAIN DECISIONS TAKEN
The Board of Directors, on the proposal of the Appointments and The main decisions of the Board of Directors during 2017 were as
Compensation Committee, decided to consider the following to be follows:
independent directors: Carolle Foissaud, Anne-Lise Bapst, Sabine • approval of the 2017 budget;
Schimel, and William Bitan.
• approval of the Company and consolidated financial statements at
December 31, 2016, approval of the forecast financial statements
OBSERVER and convening the General Meeting;
In accordance with the Company’s Articles of Association, as amended • approval of the proposed partial contribution of assets by Gfi
Informatique, from the Business Solutions business line to its
during the General Meeting of May 22, 2017, the Company has eight
subsidiary, Gfi Conseil et Intégration de Solutions;
observers at most, each appointed for a three-year term by the
Ordinary General Meeting. On March 20, 2018, the Board of Directors • review of the composition of the Board's specialised committees;
had seven observers, Henry Capelle, Patrick de Giovanni, Santhosh • approval of the consolidated interim financial statements at
Krishnamoorthy, Jean-Paul Lepeytre, Gérard Longuet, Henri Moulard June 30, 2017, and approval of the forecast financial statements;
and Nicolas Roy.
• analysis of Gfi Informatique’s governance and application of
The Observers participate in the meetings of the Board of Directors AFEP-MEDEF recommendations;
and are convened on the same terms as the directors. They may also • review of the succession plan for the Company's Chairman and
sit on the committees set up by the Board. They have no General Manager;
decision-making power or right to vote. They are available to the
Board of Directors on a consultative basis to provide their opinion on
• authorisation of the amendment to the credit agreement dated
October 9, 2015, to provide the Company with additional financing.
any kind of issue submitted to them, notably as regards technical,
commercial, administrative or financial matters. During the meetings devoted to approval of the financial statements,
the Chairman of the Audit Committee reported to the Board on the
valuations made and accounting decisions taken.
FREQUENCY OF MEETINGS
The Board of Directors meets whenever the Company’s interests so
require. Over the past financial year, the Board of Directors met five
times (average attendance rate of 93,75%).
Telephone meetings were also held in 2017 to discuss certain matters.

The General Manager

The General Manager is vested with the broadest powers to allow him • disposal of assets or equity interests exceeding 5% of the Group's
or her to act on behalf of the Company in all circumstances, within the annual consolidated revenue;
limits of its corporate purpose, and with the powers granted to the • acquistion of assets or equity interests beyond the Group's regular
Shareholders’ General Meetings and the Board of Directors by the law activity;
and the Articles of Association, in respect of the internal regulations.
• strategic alliances or partnerships which might have a fundamental
In this respect, Article 3.2 of the Board of Directors’ internal impact for the Group (in that such a transaction might affect the
regulation states that the following decisions require prior Group's strategy or modify its financial structure or scope of
authorisation from the Board of Directors: activity);
• acquisition of equity interests exceeding enterprise value of €10 • guarantees of Gfi Informatique's parent company exceeding the
million; delegation of authority granted by the General Manager.
Deputy General Managers

On the recommendation of the General Manager, the Board of Directors may appoint one or various natural persons to support his or her work.
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They are given the title of Deputy General Manager. The Board determines the extent and length of their mandate. There is no Deputy General
Manager at this time.
Audit and Internal Control Committee
COMPOSITION • to this end, it is responsible for preparing financial information, ensuring

the effectiveness of internal control systems and monitoring risk
The Audit and Internal Control Committee had four members as at management procedures, the legal audit of the financial statements by
March 28, 2018, as per section 4.1 “New Governance model”. the Statutory Auditors and the independence of said auditors;
• notably, it reviews, the evaluation reports on goodwill and the level
FUNCTIONS of provisioning that is appropriate for different risks.
To perform its tasks, the Audit and Internal Control Committee must
Pursuant to Article 8.2 of the Internal Regulations of the Board of
hold regular meetings with management and the staff responsible for
Directors, the Audit and Internal Control Committee is mainly
preparing the financial statements, internal control and risk
responsible for:
management, as well as with the Statutory Auditors responsible for
• monitoring the preparation of financial reporting, analysing and auditing the financial statements. These meetings may take place
• expressing an opinion on the annual accounts, interim and quarterly without the presence of the Company’s General Management.
financial statements; It regularly reports to the Board of Directors on the implementation of
• ensuring the relevance and consistency of the accounting methods its work as well as on any difficulty faced, in an expeditious manner.
used for the preparation of the consolidated financial statements
and individual financial statements;
WORK CARRIED OUT BY THE AUDIT
• monitors changes in scope;
COMMITTEE
• monitors the appointment of Statutory Auditors and the renewal of
their engagements, in addition to ensuring their independence and After meeting with the Statutory Auditors and the Group’s Chief
thus the rotation of the signatories. Financial Officer, the Audit and Internal Control Committee:
The Audit and Internal Control Committee also verifies that the • reviewed the content of the Company and consolidated financial
internal data collection and control procedures are such as to statements for the year ended December 31, 2017;
guarantee the quality of the information provided. • reviewed the content of the consolidated financial statements at
The Audit and Internal Control Committee is responsible for: June 30, 2017;
• ensuring the relevance and continuity of the accounting methods • reviewed the evaluation tests of the different Group entities;
used for the preparation of the consolidated and individual financial • carried out a review of all risks.
statements; The committee met four times (attendance rate of 90%).
• verifies that the internal data collection and control procedures are Telephone meetings were also held in 2017 to discuss certain matters.
such as to guarantee the quality of the information provided;

Appointments and Compensation Committee
COMPOSITION
The Appointments and Compensation Committee comprised four WORK CARRIED OUT BY THE APPOINTMENTS
members as at March 20, 2018, as per 4.1 “New Governance model”. AND COMPENSATION COMMITTEE
The Appointments and Compensation Committee examined the
variable remuneration criteria applicable to executive officers.
FUNCTIONS Decisions made are detailed in section 4.4 “Compensation of
The Appointments and Compensation Committee’s mission is to corporate officers”.
develop proposals for the Board of Directors regarding the entire During 2017, the Appointments and Compensation Committee:
criteria for the appointment and remuneration of the members of the
Board of Directors, of the members of the Group’s Management, and of • examined the fixed and variable remuneration of the Group’s top
the executives of its international subsidiaries or of the Group’s executives;
Business Units, and to review all the candidatures to these positions. • examined the independent status of directors;
Pursuant to AFEP-MEDEF recommendations, it also examines the • proposed a succession plan for the Company's Chairman and
independent status of directors on an annual basis and monitors any General Manager;
situations which may present a potential conflict of interest. The • deliberated on the appointment of new members to the Board of
Appointments and Compensation Committee makes Directors and specialised committees;
recommendations to the Board of Directors on the remuneration of
• deliberated on the renewal of directors’ terms of office;
executive officers, puts forward the implementation of a free share
plan and budget for the directors' attendance fees and expresses an • deliberated on the amount of directors’ fees to be paid to the
opinion on the exceptional remuneration of any of its members. members of the Board of Directors;
The Committee’s operating rules are contained in Article 9.2 of the

• verified compliance of the governance rules with AFEP-MEDEF
recommendations.
Internal Regulations of the Board of Directors. In accordance with the
provisions of Article 10.3 of the AFEP-MEDEF Code, the Chairman and The committee met three times (90% attendance rate).
General Manager will not attend meetings dealing with his Telephone meetings were also held in 2017 to discuss certain matters.
performance and remuneration. The Appointments and Compensation
Committee reports to the Board of Directors on its work and finding.
Investments Committee
COMPOSITION • creation or equity investment transactions in any company, carried

out directly or indirectly;
The Investments Committee had seven members as at March 20,
2018, as per section 4.1 “New Governance model”. • significant operations/contracts likely to have an impact on the
Group’s strategy or earnings, or to modify its financial structure.
FUNCTIONS WORK CARRIED OUT BY THE INVESTMENTS

The Investments Committee is given responsibility by the Board of COMMITTEE
Directors to examine and issue proposals on:
In 2017, the Investments Committee reviewed among other
• internal restructuring; opportunities the following matters:
• divestment transactions; • acquisition of Garsys (France);
• significant investment proposals (organic growth), previously • acquisition of a business activity from Nokia;
recommended by the Strategic Committee and approved by the
The committee met three times (90% attendance rate).
Board of Directors;
Telephone meetings were also held in 2017 to discuss certain matters.
Strategic Committee
COMPOSITION
The Strategic Committee had seven members as at March 20, 2018,
as per 4.1 “New Governance model”.

FUNCTIONS draft a strategic plan and steer the Group’s development, and
particularly its business lines and sectors.
The Strategic Committee’s mission is to analyse markets and come up
with proposals on the Group’s development, in particular as regards The committee met four times (attendance rate: 88%).
its industrial and technological objectives.
WORK CARRIED OUT BY THE STRATEGIC

COMMITTEE
In 2017, the Strategic Committee met several times in response to
changing conditions in the IT products and services market, in order to
Shareholders General Meeting
CONDITIONS OF ACCESS TO GENERAL VOTING RIGHTS AT SHAREHOLDERS GENERAL

MEETINGS MEETINGS (ARTICLE 17 OF THE ARTICLES OF
Article 17 of the Articles of Association amended by the Shareholders
ASSOCIATION)
General Meeting of May 22, 2017 – reproduced in section 7.1.8
“General Meetings” – specifies the conditions of access to General
All shares of Gfi Informatique carry one voting right per share. Fully
paid-up shares held in registered form for at least two years in the
4
Meetings. This information can also be found in the notice of name of the same shareholder do not hold double voting rights.
Shareholders’ Meetings published in the bulletin of obligatory legal
announcements (BALO) and on the Company’s website
www.gfi.world.

Application of the recommendations in the AFEP-MEDEF Code
4.7. APPLICATION OF THE RECOMMENDATIONS IN

THE AFEP-MEDEF CODE
Under the terms of the “Apply or explain” rule set out in Article L. otherwise specifically stated in the Registration Document. In this
225-37 of the French Commercial Code and in Article 27.1 of the respect, and in accordance with the above-mentioned provisions, the
AFEP-MEDEF Code, which was reviewed in November 2016, the table below sets out the AFEP-MEDEF Code recommendations which
Company considers that its practices comply with the the Company will not apply, as decided in its Board of Directors
recommendations set forth in the AFEP-MEDEF Code, unless meeting of February 21, 2018, as well as the reasons for this decision.
AFEP-MEDEF Recommendations Gfi Informatique Justifications

Appointment of a Representative director
6.3 - Should the Board decide to assign specific duties to a The Board of Directors deemed that it was not currently necessary
director relating to governance or shareholder relations, to appoint a representative director, as Mr Moulard, in his capacity
particularly in the capacity of a representative director or of Chairman of the Appointments and Compensation Committee,
vice-Chairman, such duties and the resources and rights that performs these various duties (Evaluation of the Board of
they confer shall be set out by the internal regulations. It is Directors, managing conflicts of interests etc.)
recommended that the Representative director is independent.
Composition of the Compensation Committee
17.1 - It is recommended that the Chairman of the committee is The Board of Directors deemed that Mr Henri Moulard's skills were
independent, and that one member is an employee director. most suited to the role of Chairman of the Appointments and
Compensation Committee, and that his capacity as an
independent Observer should have no impact on his duties.
Having formed a committee which covers both Appointments and
Compensation, i.e. a wider remit than that set out under the
AFEP-MEDEF Recommendations, the decision has been made not
to appoint a director representing the employees within the
committee.
Proportion of independent directors on the Audit Committee
15.1 - The Audit Committee should be formed of a minimum of The Board of Directors decided to prioritise directors with financial
two thirds independent directors. Executive officers should not backgrounds when forming the Audit Committee. 50% of its
be members of the committee. members are independent.
4.8. SIGNIFICANT MATTERS LIKELY TO IMPACT

A TAKEOVER BID
Pursuant to Article L. 225-100-3 of the French Commercial Code, as far as the Company is aware, there are no significant matters likely to have an
impact in the event of a takeover bid, with the exception of a syndicated credit agreement signed on October 9, 2015, which becomes renegotiable
in the event of a change in control.

List of financial authorisations granted as at December 31, 2017
4.9. LIST OF FINANCIAL AUTHORISATIONS

GRANTED AS AT DECEMBER 31, 2017
Currently valid financial authorisations:
Date of Maximum
authorisation number of
by the General shares Limit per Duration of Date
Meeting Type of authorisation authorised authorisation authorisation of expiry Exercised
11.18.2015 Free share plan 1,200,000 N/A 26 months 01.18.2018 Yes
(cf. 3.5)
1st resolution
05.22.2017 Authorisation to be granted to the 6,657,077 N/A 18 months 11.22.2018 Yes
Board of Directors to implement a (cf. 3.5)
14th resolution share buyback programme by stock
market orders, buyback of blocks and
disposal of the shares thus acquired by
any means. Possibility of reduction of
the share capital by cancellation of the
repurchased shares. Maximum unit
purchase price: 10 euros.
4
06.28.2016 Delegation of authority granted to the 11,000,000 11 million shares 26 months 08.28.2018 None
Board of Directors to increase share and 120 million
15th resolution capital by issuing ordinary shares euros
and/or transferable securities of the
Company that are convertible into
equity, with preferential subscription
rights for shareholders, within the limit
of a total nominal value of 22 million
euros (1) for shares of capital, and a total
nominal value of 120 million euros (1)
for issuing debt securities that are
convertible to equity.
06.28.2016 Delegation of authority granted to the 15% of the initial 26 months 08.28.2018 None
Board of Directors to increase the issuance
16th resolution number of shares to be issued in
connection with capital increases with
preferential subscription rights, up to a
maximum of 15% of the initial issuance.
06.28.2016 Delegation of authority granted to the 10% of the share 26 months 08.28.2018 None
Board of Directors to decide to increase capital, to be
17th resolution the share capital in consideration of counted against
contributions in kind made to the the maximum
Company, by the issuance of Company stated in the 15th
shares and/or transferable securities resolution
giving access to the share capital.
06.28.2016 Delegation of authority granted to the 23,000,000 46 million euros 26 months 08.28.2018 None
Board of Directors to increase the share
18th resolution capital by incorporating all or part of
the reserves, earnings, premiums or
other amounts for which incorporation
into the share capital would be
permitted.
05.22.2017 Delegation of authority granted to the 6,657,077 the maximum of 18 months 11.22.2018 None
Board of Directors to decide to 10% of the
4th resolution decrease the Company’s share capital Company’s share
by cancellation of treasury shares that capital restated for
it may acquire in connection with the transactions
share buyback programme. affecting the share
capital after
22.05.2017, by
24-month period.
(1) The same caps as apply to the delegations of authority authorised by the 16th and 17th resolutions of the General Meeting on June 28, 2016.

Board of Directors’ report on free shares
4.10. BOARD OF DIRECTORS’ REPORT ON FREE

SHARES
(ARTICLE L. 225-197-4 OF THE COMMERCIAL CODE)
Rights to free share grants: January 21, 2016 plan

On January 21, 2016, the Board of Directors, exercising the powers • a level of Group financial performance for financial year 2017 that
granted by the Shareholders’ General Meeting on November 18, 2015, meets at least one of the following objectives:
decided to allocate free shares of Gfi Informatique stock to certain • either a Gfi Group Operating Margin on Revenue at least equal to
employees: that budgeted for financial year 2017, i.e. 8.2%,
• in total, 310,000 free shares to the beneficiaries designated by • a net consolidated profit for FY2017 at least equal to that
name by the Board of Directors subject to meeting the following budgeted for FY2017, or 43 million euros;
conditions:
• a vesting period of two years ending January 21, 2018
• being an employee or manager of Gfi Informatique or one of its • a one-year holding period (lock-up) in the form of registered
subsidiaries at the date on which the recipients of the free shares
(name) shares, ending January 21, 2019.
were named, specifically January 21, 2016, and at the date on
which the free shares vest, specifically January 21, 2018;
2016 authorisation to award free shares

The meeting of the Board of Directors held on February 21, 2018 to final allocation of 77,500 free shares equating to 25% of the free
approve the profit/loss for the period ended December 31, 2017 shares included in the Plan at the outset.
observed that the criteria set out in the Plan of January 21, 2016 have
As a result, the definitive attribution modalities of the 77,500 free
been partially met, due to exceptional and unforeseeable events.
shares, will be realised by the Board of directors, on the treasury
Consequently, the Board of Directors decided to use its power to shares or by a share capital increase.
adjust the performance criteria originally intended as part of Plan
The Chairman and General Manager is not a beneficiary of this free
2016.
share grant.
On a proposal of the Appointments and Compensation Committee
and having verified the beneficiaries' continued employment in the
Company as at 21 January 2018, the Board of Directors authorised the The Board of Directors

Supplementary report on the compensation of executive officers
4.11. SUPPLEMENTARY REPORT ON THE

COMPENSATION OF EXECUTIVE
OFFICERS
APPROVAL OF THE PRINCIPLES AND THE CRITERIA FOR DETERMINING, DISTRIBUTING
AND ALLOCATING THE COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS
THAT MAY BE ALLOCATED FOR 2018, FOR THE EXECUTIVE OFFICERS (EX ANTE VOTE AS
PER THE LAW OF DECEMBER 9, 2016 CONCERNING TRANSPARENCY, THE FIGHT
AGAINST CORRUPTION AND THE MODERNISATION OF THE ECONOMY, ALSO KNOWN
AS THE “SAPIN 2” ACT)
Presentation of the 9th resolution

This section provides the report prepared pursuant to the provisions of profitable growth over the long term requires that we pay constant
4
Article L. 225-37-2 of the French Commercial Code, attached to the attention to each investment decision, and the profitability of every
report referred to in Articles L. 225-100 and L. 225-102 of the French transaction, while at the same time making continuous efforts over
Commercial Code in order to provide information on the income and time to support innovation, employee training, and the durability of
business for the Company and the Gfi Informatique Group during the relationships.
year ended December 31, 2017. This report presents the principles and The compensation policy must be competitive. It is set by the Board of
criteria for determining, distributing and allocating the fixed, variable,
Directors and is subject to an annual review on the recommendation
and extraordinary components of the total compensation and benefits
of the Appointments and Compensation Committee. It is based on the
of any kind for the executive officers of Gfi Informatique for 2018, as
principles of exhaustiveness, balance, comparability, consistency and
explained in greater detail in Article R. 225-29-1 of the French transparency in line with performance, allowing us to optimally align
Commercial Code.
the interests of the Company, its shareholders, its employees, and
It was drafted by the Board of Directors at its meeting of February 21, other stakeholders.
2018, as proposed by the Appointments and Compensation
The Appointments and Compensation Committee ensures that all of
Committee at its meeting of February 20, 2018.
the above principles are applied as part of its work and its
All of the components of the compensation for executive officers, recommendations to the Board of Directors, both for developing and
whether existing or potential, are made public after adoption by the implementing the compensation policy in order to determine the
Board of Directors. amounts or values of compensation components or benefits.
In compliance with Article L. 225-37-2 of the French Commercial In this context, the components considered for determining the total
Code, the compensation policy as it is detailed in this report is subject compensation and benefits of any kind referred to in
to the approval of the Annual Shareholders' Ordinary General Article R. 225-29-1 of the French Commercial Code directly payable
Meeting. to the Chairman and General Manager or “in respect of agreements
concluded, whether directly or through third parties”, are the following:
According to the current governance structure, the executive officer is
Vincent Rouaix, who is Chairman of the Board of Directors and • a short-term component made up of fixed compensation and an
General Manager. annual bonus;
• a long-term incentive component made up of performance shares
1. Principles and criteria for determining, or a bonus entirely dependent on performance criteria and/or
distributing and allocating the different quantitative and qualitative criteria;
components of compensation for the Chairman • an exceptional compensation component;
and General Manager as provided
for in Article R. 225-29-1 of the French • other benefits, including:
Commercial Code • a personal protection insurance policy,
Historically, the compensation policy approved by the Board of
• benefits in kind such as a company car,
Directors includes incentives that reflect the Group's strategy, • compensation related to a non-compete commitment on
oriented towards long-term sustainable growth, acting responsibly termination.
with regards to all stakeholders. In a very competitive industry,

On the recommendation of the Appointments and Compensation additional extraordinary fees to Auteuil Conseil based partly on
Committee, the Board of Directors has set an objective to maintain a performance for 2017, and partly on performance for 2019.
proportionate balance between the three components of
Lastly, the Board of Directors intends to reserve the right to decide on
compensation (fixed, variable, and long-term incentive components).
exceptional compensation exclusively in the case of transformative
This structure is part of the continuation of the policy implemented in
strategic transactions being carried out for the Group, whose details
2017. This means that, in order to strengthen the alignment of
and size fall outside of the objectives linked to regular business. In any
interests with the business and its shareholders, this compensation
event, should the Board of Directors make such a decision, (i) the
structure, along with annual fixed compensation, is mainly based on
payment of this exceptional compensation will be subject to a
the balance between short-term and long-term performance as
case-by-case approval by the Board of Directors, on the
appreciated by the Board of Directors. In this approach, the greater
recommendation of the Appointments and Compensation
portion is subject to performance criteria.
Committee, depending on the event that justifies it, and the specific
The overall fixed portion is determined based on criteria specific to the involvement of the interested party, (ii) this decision will be made
person concerned (including experience, seniority, and level of public after it has been adopted by the Board of Directors, and (iii) it
responsibility) and criteria linked to the sector of activity and the must be justified, and the conditions leading to the completion of the
overall business environment. event must be specified.
The annual variable portion is intended to provide an incentive to Lastly, the Chairman & General Manager has the use of:
reach annual performance objectives that are set by the Board of
Directors, consistent with the Company's strategy. More specifically,
• a company vehicle. He has the right to make claims for
reimbursement for expenses incurred while carrying out his duties,
this multi-year variable compensation is based on achieving levels of
and has material means at his disposal in order to carry out his
performance that apply to personal and economic performance
mandate;
objectives, financial and non-financial objectives, quantitative and
qualitative objectives, key indicators that represent overall • a personal protection insurance policy applicable in France to Group
performance and the expected contribution of the Chairman & managerial staff under the same terms and conditions as other
General Manager, in line with the implementation of the Company's relevant staff.
strategy. Each year, during the first quarter, the Board of Directors, He does not receive attendance fees, does not benefit from a specific
following the recommendations of the Appointments and supplementary pension plan, and does not benefit from compensation
Compensation Committee, confirms or determines these objectives, or advantages due or liable to be due in the event of termination or
how they are weighted, and the related levels of performance. The change of office. However, should he have agreed to a non-compete
economic performance objectives, which are quantitative, are based commitment in the event of termination, he will also receive payment
on financial indicators and are precisely set based on the budget of a corresponding benefit.
previously approved by the Board of Directors, and are generally
subject to thresholds of performance.
2. Implementation for determining compensation
for 2018
The variable long-term component serves to build loyalty over time in
order to reinforce cohesion and involvement of the Chairman & This section presents the compensation and benefits of any kind
General Manager while simultaneously favouring alignment of the referred to in Article R. 225-29-1 of the French Commercial Code to
Company's interests with the interests of shareholders. For this be paid to the Chairman and General Manager directly or “in respect of
portion, as part of the friendly takeover by Mannai Corporation, the agreements concluded, whether directly or through third parties”, now
Board of Directors, at its meeting of December 22, 2015 decided, as approved by the Board of Directors for 2018 at the publication date of
proposed by the Appointments and Compensation Committee, to pay the present registration document.

Vincent Rouaix
Annual fixed compensation The compensation policy defined by the Board of Directors provides for annual fixed
compensation of up to a maximum of 36,000 euros.
The fixed compensation has therefore remained unchanged since 2015 and is extended
for 2018.
Benefits in kind Company car under the terms of the rules defined by the Company: 3,950 euros.
Personal protection insurance Identical personal protection insurance to that provided for the Group's directors
Compensation related to a non-compete 850,000 euros for a 24-month commitment. The Board of Directors may renounce the
commitment on termination application of this clause should the mandate be revoked due to gross misconduct; this
decision to renounce is left to the Board of Directors of Gfi Informatique.
This commitment was the subject of authorisation from the Board of Directors and was
approved by the General Meeting in accordance with the law.
Free share plan Subject to the decision of the Shareholders General Meeting called to vote on the
financial statements for the financial year ended December 31, 2017, a new free share
plan could be adopted. As a result, the Board of Directors of the Company reserves the
right to award free shares to the Chairman and General Manager.
Components of compensation and benefits of any
kind due or liable to be due to the director under the
agreements concluded, directly or through third
parties, as part of their mandate, with the Company
in which the mandate is carried out, any company
controlled by it, any company that controls it, or any
company under the same control: the company
4
concerned is Auteuil Conseil
• Annual fixed component The amount of annual fixed compensation has been reassessed for 2018. This
reassessment was subject to prior authorisation from the Board of Directors and is
submitted for approval to the annual General Meeting in 2018 in compliance with Article
L. 225-38 of the French Commercial Code.
Therefore fixed compensation is 860,000 euros excluding taxes.
• Annual variable component The variable component can be a maximum of 800,000 euros excluding taxes, and is
made up of 90% based on quantitative criteria, and 10% on non-financial criteria linked
to the Group’s strategic development plan.
• Long-term variable component Note: Long-term variable component implemented in 2015 at the moment of the
friendly takeover by Mannai Corporation.
This long-term variable component of a maximum of 2 million euros excluding taxes,
which is subject to achieving the quantitative criteria, was decided by the Board of
Directors and approved by the General Meeting on June 28, 2016. This exceptional
additional compensation, limited to 2 million euros excluding taxes, is to be paid by the
Company in 2020, subject to achieving the performance targets linked to the Group’s
operating margin and net income for the financial year ending December 31, 2019.


CONSOLIDATED
FINANCIAL
STATEMENTS 5
5.1. CONSOLIDATED FINANCIAL Note 8 Intangible assets and property,
STATEMENTS 128 plant and equipment 150
8.1 Main assets by segment 150
8.2 Goodwill 150
5.2. NOTES TO THE CONSOLIDATED 153
8.3 Other intangible assets
FINANCIAL STATEMENTS 133 8.4 Property, plant and equipment 154
Note 1 Accounting rules and principles 133 Note 9 Shareholders’ equity and earnings per share 155
1.1 Standards used 133 9.1 Changes in share capital 155
1.2 Basis of preparation 134 9.2 Average number of shares and earnings per share 156
1.3 Presentation 134 9.3 Treasury shares transactions 156
Note 2 Consolidation scope 134 9.4 Dividends and appropriation of income for the period 156
2.1 Accounting policy as to consolidated companies 134 9.5 Free shares plans 156
2.2 Changes in the consolidation scope 135 9.6 Related parties disclosures 157
2.3 Impact of changes in consolidation scope 135 Note 10 Other provisions and contingent liabilities 157
2.4 Off balance sheet commitments related to changes 10.1 Non-current provisions 157
in consolidation scope 136
10.2 Current provisions 158
Note 3 Revenue and trade receivables 137 10.3 Off balance sheet commitments related to risks
3.1 Revenue 137 and disputes 158
3.2 Segment reporting 137 Note 11 Other non-current assets 158
3.3 Trade receivables 138 11.1 Non-current financial assets 158
Note 4 Payroll and benefits expenses 139 11.2 Other non-current assets 159
4.1 Headcount 139 Note 12 Current assets and liabilities 159
4.2 Employee benefits 139 12.1 Other receivables 159
4.3 Retirement benefit plans 139 12.2 Tax and social security contingencies 159
Note 5 Operating income 140 12.3 Other current liabilities 160
5.1 Operating margin by segment 140 Note 13 Financial instruments 160
5.2 Net operating income 141 13.1 Financial instruments recorded on the balance sheet 160
5.3 Off balance sheet commitments related to operating 13.2 Income statement effect of financial instruments 161
activities 142
13.3 Maturity 162
Note 6 Financing and financial instruments 142 13.4 Objectives and financial risk management policy 162
6.1 Debt 142
Note 14 Cash flow statement 163
6.2 Interest rate risk on cash flows 144
6.3 Debt-to-equity ratio 145 Note 15 Compensation paid to members of the Board
6.4 Liquidity risk 146 of Directors and senior management 164
6.5 Financial income and expense 146 Note 16 Subsequent events to the closing date 164
6.6 Off balance sheet commitments relating
to the Company’s financing activities 147 Note 18 List of consolidated companies 166
Note 7 Income tax expense 147
7.1 Reconciliation of theoretical and actual income tax
5.3. STATUTORY AUDITORS’ REPORT ON
expense 148 THE CONSOLIDATED FINANCIAL
7.2 Deferred taxes 148 STATEMENTS 169
7.3 Carryable tax losses 149

5 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements
5.1. CONSOLIDATED FINANCIAL STATEMENTS
5.1.1. Consolidated comprehensive income statement

Net income
(in thousands of euros) 2017 2016

Revenue (note 3) 1,131,874 1,015,415
Staff costs (note 4) (787,370) (708,921)
Purchases and external charges (243,683) (211,602)
Taxes (other than corporation tax) (16,496) (16,095)
Depreciation (other than goodwill) (17,978) (16,678)
Other underlying operating income/(expenses) 2,647 (386)
OPERATING MARGIN 68,994 61,733
Operating margin % 6.1% 6.1%
Amortisation of intangibles identified on acquisitions (2,421) (1,873)
Restructuring costs (note 5) (7,500) (5,601)
Gains (losses) on disposals (note 5) (36) 981
Goodwill impairment losses (note 8) - -
Other operating income and expenses (note 5) (3,218) (4,100)
OPERATING PROFIT 55,819 51,140
Income from cash and cash equivalents 58 110
Cost of gross debt (3,921) (3,302)
COST OF NET DEBT (NOTE 6) (3,863) (3,192)
Other financial income (expenses) (note 6) (1,306) (1,143)
Income tax expense (note 7) (13,341) (14,696)
NET CONSOLIDATED INCOME FOR THE PERIOD 37,309 32,109
o/w attributable to owners of the Group 37,124 32,222
o/w non-controlling interests 185 (113)
Basic earnings per share (in euros) (note 9) 0.56 0.49
Diluted earnings per share (in euros) (note 9) 0.56 0.49
Other comprehensive income

NET CONSOLIDATED INCOME FOR THE PERIOD 37,309 32,109
Items that may be reclassified as net income
Recognised translation differences 95 386
Changes in the value of hedging instruments 23 (71)
Other comprehensive income
Changes in actuarial differences (4,069) (2,577)
Deferred taxes on changes in actuarial gains and losses 1,347 309
RECOGNISED COMPREHENSIVE INCOME (2,604) (1,953)
COMPREHENSIVE INCOME 34,705 30,156
o/w attributable to owners of the Group 34,520 30,269
o/w non-controlling interests 185 (113)

5.1.2. Consolidated cash flow statement

Consolidated net income 37,309 32,109
Net depreciation, amortisation and other non-cash items 19,142 18,522
Fair value adjustments 441 588
Gains or losses on asset disposals (598) (1,033)
Dilution gain or losses - -
Operating cash flows after cost of net debt and income tax expense 56,294 50,186
Cost of net debt (adjusted for changes in fair value) 3,608 2,960
Cost of swaps 39 46
Tax charge 13,341 14,696
Operating cash flows before cost of net debt and income tax expense 73,282 67,888
Tax paid (14,089) (12,135)
- Change in working capital requirements from operations (note 14) (35,496) (22,195)
I- NET CASH FLOW FROM OPERATING ACTIVITIES 23,697 33,558
- Disbursements for acquisitions of intangible assets (22,946) (23,974)
- Disbursements for acquisition of property, plant and equipment (11,891) (11,488)
+ Proceeds on disposals of intangible assets and property, plant and equipment 6,658 2,906
- Disbursements for acquisition of financial investments
+/- Impact of changes in consolidation scope (note 14)
(479)
(15,158)
(198)
(49,198) 5
+/- Changes in loans and advances (2,627) (1,843)
II- NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES (46,443) (83,795)
+ Proceeds on issue of shares
• Subscribed to by the equity holders of the parent - 2,250
• Subscribed to by the non-controlling interests of consolidated subsidiaries 178 -
+/- Repurchases and sales of treasury shares (67) 150
- Dividends paid during the period
• to the equity holders of the parent (9,963) (9,875)
• to the non-controlling interests of consolidated subsidiaries - (234)
+ New borrowings (note 6) 10,270 50,014
- Repayment of borrowings (note 6) (15,422) (6,452)
+/- Change in factoring drawdowns 21,265 1,404
- Interest paid (3,590) (3,004)
- Cost of swaps (38) (46)
III- NET CASH FLOW FROM (USED IN) FINANCING ACTIVITIES 2,633 34,207
+/- Effect of changes in foreign exchange rates (404) 72
CHANGE IN CASH AND CASH EQUIVALENTS (20,517) (15,958)

CHANGE IN NET FINANCIAL DEBT
(in thousands of euros) 12.31.2016 Variation 12.31.2017

Marketable securities 5,308 (5,163) 145
Cash at bank and in hand 23,617 5,913 29,530
Bank overdrafts (11,750) (21,267) (33,017)
NET CASH AND CASH EQUIVALENTS 17,175 (20,517) (3,342)
Non-current borrowings (84,533) 3,180 (81,353)
Current borrowings (excluding bank overdrafts) (33,908) (19,553) (53,461)
GROSS BORROWINGS (118,441) (16,373) (134,814)
NET BORROWINGS (101,266) (36,890) (138,156)

5.1.3. Consolidated statement of financial position
ASSETS
(in thousands of euros) 12.31.2017 12.31.2016

Goodwill (note 8) 283,126 280,935
Other intangible assets (note 8) 81,272 77,438
Property, plant and equipment (note 8) 21,315 19,342
Non-current financial assets (note 11) 14,909 11,907
Deferred tax assets (note 7) 8,068 5,070
Other non-current assets (note 11) 24,717 21,780
NON-CURRENT ASSETS 433,407 416,472
Goods purchased for resale 624 779
Trade receivables (note 3) 430,366 397,300
Other receivables (note 12) 39,729 36,069
Prepaid expenses 15,068 16,165
Cash and cash equivalents (note 14) 29,675 28,925
CURRENT ASSETS 515,462 479,238
TOTAL ASSETS 948,869 895,710
LIABILITIES 5
Share capital (note 9) 133,142 133,142
Additional paid-in capital 64,869 64,869
Consolidated reserves 129,839 105,110
Other (6,186) (3,435)
Translation reserve (596) 891
Equity attributable to the Group 321,068 300,577
Non-controlling interests 850 31
EQUITY (note 9) 321,918 300,608
Non-current borrowings (note 6) 81,353 84,533
Deferred tax liabilities (note 7) 2,217 2,827
Non-current provisions (note 10) 45,497 39,096
Other non-current financial liabilities (note 2) 2,929 9,085
NON-CURRENT LIABILITIES 131,996 135,541
Current provisions (note 10) 5,310 6,233
Current borrowings (note 6) 86,478 45,658
Current financial liabilities (note 6) 60 83
Other current financial liabilities (note 2) 1,832 15,987
Trade payables 90,616 87,846
Tax and social security liabilities (note 12) 228,558 219,954
Other current liabilities (note 12) 13,807 15,122
Deferred income 68,294 68,678
CURRENT LIABILITIES 494,955 459,561
TOTAL EQUITY AND LIABILITIES 948,869 895,710

5.1.4. Change in consolidated shareholders’ equity
Recog-
nised Equity
Additional Conso- income attributable Non-
Share paid-in lidated Treasury and Translation to the controlling Total
(in thousands of euros) capital capital reserves shares expense reserve Group interests equity
POSITION
AT 12.31.2015 131,961 63,800 81,678 (1,130) (116) 518 276,711 122 276,833
2016 net income - - 32,222 - - - 32,222 (113) 32,109
Recognised income
(expense) - - - - (2,339) 386 (1,953) - (1,953)
2016 comprehensive
income - - 32,222 - (2,339) 386 30,269 (113) 30,156
Dividends paid - - (9,875) - - - (9,875) - (9,875)
Treasury shares - - (19) 150 - - 131 - 131
Valuation of
share-based payments - - 1,104 - - - 1,104 - 1,104
Capital increase 1,181 1,069 - - - 2,250 - 2,250
Change in
consolidation scope - - - - - - - 18 18
Change in translation
reserve - - - - - (13) (13) 4 (9)
POSITION
AT 12.31.2016 133,142 64,869 105,110 (980) (2,455) 891 300,577 31 300,608
2017 net income - - 37,124 - - - 37,124 185 37,309
Recognised income
(expense) - - - - (2,699) 95 (2,604) - (2,604)
2017 comprehensive
income - - 37,124 - (2,699) 95 34,520 185 34,705
Dividends paid - - (9,963) - - - (9,963) - (9,963)
Treasury shares - - (3) (52) - - (55) - (55)
Valuation of
share-based payments - - (536) - - - (536) - (536)
Capital increase - - - - - - - 163 163
Change in
consolidation scope - - (1,893) - - - (1,893) 479 (1,414)
Change in translation
reserve - - - - - (1,594) (1,594) - (1,594)
POSITION
AT 12.31.2017 133,142 64,869 129,839 (1,032) (5,154) (608) 321,056 858 321,914

Notes to the consolidated financial statements
5.2. NOTES TO THE CONSOLIDATED

NOTE 1 Accounting rules and principles

Gfi Informatique SA is the parent company of an international Group The IASB has also published the following Standards for which Gfi
providing IT services. Informatique has identified no material impact on the Group's
consolidated financial statements:
Gfi Informatique provides its structured know-how to customers in six
areas: Consulting, Business Solutions, Application Services, • IFRS 2 – Classification and Measurement of Share-based Payment
Infrastructure Services & Outsourcing, Software and SAP. Transactions,
On February 21, 2018 and March 20, 2018, the Board of Directors • IFRS 17 – Insurance Contracts,
examined and approved the consolidated financial statements of Gfi • IFRIC 22 – Foreign Currency Transactions and Advance
Informatique. These financial statements will only be definitive after Consideration,
their approval by the shareholders’ Annual General Meeting.
• IFRIC 23 – Uncertainty over Income Tax Treatments,
Significant accounting methods used for the preparation of the • IAS 28 – Investments in Associates and Joint Ventures: Fair value
consolidated financial statements are described hereunder. Unless measurement.
indicated otherwise, these methods were applied consistently in all
The Group is currently in the process of determining the potential
the financial periods for which information is given in these
impact of these new standards on its consolidated financial
statements.
statements. The Group believes that, at this stage of the analysis, the
1.1 STANDARDS USED

impacts of applying these standards cannot be known with sufficient
certainty.
5
The accounting principles applied in preparing the consolidated Application of IFRS 15 - Revenue recognition
financial statements are in compliance with IFRS as they were adopted
by the European Union on December 31, 2017 and can be consulted In May 2014, the IASB published IFRS 15 "Revenue from Contracts
at: https://ec.europa.eu/info/law/international-accounting-standards- with Customers" along with clarifications in April 2016. The standard
regulation-ec-no-1606-2002/law-details_fr requires a single 5-stage model for revenue recognition, based on
These accounting principles are in line with those used in preparing the the transfer of control over the performance obligations identified as
consolidated financial statements for the financial year ended part of customer contracts.
December 31, 2016, except for the adoption of the following new As the application is mandatory at January 1, 2018, the Group
standards and amendments: conducted, in 2017, an internal project with the following objectives:
• Amendment to IAS 12 – Recognition of Deferred Tax Assets for • the identification of the main differences between the current
Unrealised Losses, standard (IAS 18 and IAS 11) and IFRS 15,
• Amendment to IAS 7 – Disclosure Initiative. • the collection of the necessary information to the assessment of
The Group decided against the early application of the following the impacts on the consolidated financial statements and,
standards, interpretations and amendments whose application was • the implementation of the method for applying the standard
not mandatory for the financial year beginning January 1, 2017: using the modified retrospective approach, adopted by the
Group.
• adopted by the European Union and not yet applicable:
Following this project, the Group identified the following subjects as
• IFRS 4 – Insurance contracts: Application of the standard,
the main restatements resulting from the application of IFRS 15:
• IFRS 9 – Financial instruments,
• IFRS 10 and IAS 28 – Sales or contributions of assets between an
• fixed-price Build and Run contracts: the identified issue concerned
the existence of contract start-up costs that may not correspond to
Investor and an Associate or Joint Venture (date of initial
the definition of a separate performance obligation in certain cases.
application postponed by the IASB to a date to be determined),
The application of IFRS 15 results in:
• IFRS 15 - Revenue from Contracts with Customers,
• the revenue recognition up only to the level of services rendered
• IFRS 15 – Clarifications,
during this start-up phase,
• IFRS 16 – Leases,
• IAS 40 – Transfers of Investment Property,
• IFRS annual improvements (cycles 2015-2017);
• not yet adopted by the European Union:
• IFRS 12 – Disclosure of Interests in Other Entities.

• the capitalization of the cost incurred for the execution of this 1.2 BASIS OF PREPARATION
contract fulfilling the requirements of the standard (directly
related to a contract, procuring to the entity new or increased The financial statements are presented in euros rounded to the
resources that will be used to meet the service obligations in the nearest thousand.
future, and that Gfi Informatique expects to recover). The asset Estimates as well as critical judgements must be used in preparing the
will be written of over the average duration of the contract. consolidated financial statements in accordance with International
Based on our estimates, these different restatements will lead to a Financial Reporting Standards (IFRS). Management must also use its
decrease in equity at December 31, 2017 of approximately €7 judgement in the application of Group accounting methods (see
million, net of deferred tax. Valuation methods below).
• Software: the identified issue concerned the identification of the The areas in which assumptions and estimates may have a material
performance obligations, and specifically the distinction between impact on the consolidated financial statements notably include the
licence and integration. measurement of retirement benefit plans, testing of goodwill for
The application of IFRS 15 results in: impairment, provisions for liabilities and charges and the
recoverability of deferred tax.
• the recognition of a single performance obligation in the case of
the sale and integration of software considered as complex. The
revenue from this performance obligation will be recognised 1.3 PRESENTATION
overtime.
Assets linked to the Group’s normal operating cycle, assets held for
Based on our estimates, this restatement will lead to a decrease in sale within 12 months of the balance sheet date and available cash
equity at December 31, 2017 of approximately €7 million, net of and marketable securities are reported under current assets. All other
deferred tax. assets are reported under non-current assets.
Liabilities falling due within the Group’s normal operating cycle or
within 12 months of the balance sheet date are reported under current
liabilities.
NOTE 2 Consolidation scope

2.1 ACCOUNTING POLICY AS TO CONSOLIDATED COMPANIES
CONSOLIDATION PRINCIPLES The operating currency of each Group entity is the currency of the
The consolidated financial statements incorporate the financial economic environment in which the entity operates.
statements of Gfi Informatique and its subsidiaries. Subsidiaries are All the assets and liabilities of consolidated entities whose functional
consolidated as from the date of acquisition, which corresponds to currency is not the euro are converted at year-end into euros, which is
the date on which the Group took control of them and until such the Group’s reporting currency. Income and expense items are
time as control ceases. converted at the average exchange rates for the past financial year.
Control is achieved when Gfi Informatique has the power to govern Resulting exchange rate differences and those arising from the
the financial and operating policies of an entity so as to obtain application of closing exchange rates to the subsidiaries’ opening
benefits from its activities. equity are recognised under Translation reserve in consolidated equity.
Intercompany transactions are eliminated on consolidation. Exchange rate differences from converting net investment in foreign
subsidiaries are recorded under equity.
Valuation methods applied by Group companies are aligned with
those used by the Group. When a foreign entity is sold, these exchange rate differences are
incorporated in the income statement as part of the profit or loss
Non-controlling interests represent the portion of profit or loss and
from the sale.
net assets that are not held by the Group. They are presented in
equity in the consolidated balance sheet, separately from the parent Conversion of foreign currency transactions
shareholders' equity.
Transactions in currencies other than the entity’s functional currency
CLOSING DATE OF THE FINANCIAL STATEMENTS are recorded at the rates of exchange prevailing on the dates of the
Companies included in the consolidation scope were consolidated on transactions. At each balance sheet date, monetary items
the basis of the financial statements for the same reference period as denominated in foreign currencies are retranslated at the rates
the parent company. prevailing on the balance sheet date. All exchange differences are
FOREIGN CURRENCY TRANSLATION METHODS recognised to profit or loss except for exchange differences on items
Conversion of the financial statements in foreign currency that, in substance, form part of the net investment in foreign
operations that are recognised directly to equity.
The Group’s consolidated financial statements are prepared in euros.

2.2 CHANGES IN THE CONSOLIDATION SCOPE

Business combinations MERGERS AND COMPANY NAME CHANGES
The Group did not carry out any acquisition that falls within the scope To simplify and streamline its organisation chart, the Group has
of application of IFRS 3. carried out the following mergers:
CHANGES IN OWNERSHIP INTERESTS • Efron Consulting, a Spanish subsidiary, absorbed by its parent company,
On June 14, 2017, the Group acquired, via Gfi Informatique SA, a 30% • Gfi PSF, a Luxembourg subsidiary, absorbed by Gfi Infrastructures
stake in the subsidiaries Somafor RCI and Somafor France from a Services.
minority shareholder individual. The Group now owns all the shares of The following Company name changes took place during the financial
both of these companies. year:
On March 1, 2017, the subsidiary Gfi Conseil et Intégration de Solutions • AST to Roff España Independientes SA,
(CIS) completed a capital increase in favour of some managers, enabling • Gfi Infrastructure Services to Gfi PSF,
them to become minority shareholders with a 30% stake.
• Efromex to Gfi informatica Mexico S.A. de C.V.
On August 4, 2017, the subsidiary Roffmex Consulting S.A. de C.V.
completed a capital increase in favour of its minority shareholder
Inndot S.A. de C.V. which now holds a 45% stake compared with its
previous 30% stake in the Company.
2.3 IMPACT OF CHANGES IN CONSOLIDATION SCOPE
Other current and non-current financial liabilities
5
Other non-current financial liabilities 2,929 9,085
Other current financial liabilities 1,832 15,987
TOTAL 4,761 25,072
(in thousands of euros) Debt maturities

12.31.2017 2018 2019 2020 2021
Other non-current financial liabilities 2,929 - 2,929 - -
Other current financial liabilities 1,832 1,832 - - -
TOTAL 4,761 1,832 2,929 - -
Other current and non-current financial liabilities include the liabilities incurred to acquire the consolidated subsidiaries (Metaware, Novulys and
Somafor). The earn-outs calculated at December 31, 2017 are based on the expected results of the corresponding companies.

2.4 OFF BALANCE SHEET COMMITMENTS RELATED TO CHANGES IN CONSOLIDATION SCOPE

In the course of its disposals and acquisitions, the Group has given and received liability warranties, described below:
(in thousands of euros) 12.31.2017

Specific expiration
Overall, tax and Intellectual
Liability guarantees received Tax and social Intellectual social security property
in relation to the following acquisitions: Overall expiration security liabilities property limit limit
Tahis Consulting 06.25.2018 - - 40 -
Ordirope expired 12.31.2018 12.31.2018 410* 2,800
Business Document expired 12.31.2018 12.31.2018 800* 12,500
Impaq 03.18.2018 03.18.2021 - 1,747 -
Efron 10.31.2018 legal prescription - 2,000 -
4,000 (+1,000
Roff 04.04.2018 legal prescription - Angola) -
Metaware 11.22.2018 legal prescription 11.22.2021 600* -
Novulys 10.10.2017 03.31.2018 - 322* -
Computacenter 03.01.2018 legal prescription - 400 -
* The limit on the warranty declines over time.
2.5 SUBSEQUENT EVENTS

Acquisition of Gesfor Group in Latin America Acquisition of Cynapsys in Tunisia
On February 22, 2018, Gfi Informatique acquired Gesfor Group which On February 6, 2018, Gfi Informatique acquired the Cynapsys group
specialises in projects and application development. It also develops companies (150 employees), a multi-specialist for French customers
mobility and payment solutions and carries out fixed-price projects. (in service centres), or local customers in Tunisia and in Africa in
general. Cynapsys, already a group partner in some transactions in
With 450 employees, Gesfor generates a revenue of 12 million euros, of
North Africa, generates revenue of 5 million euros with profitability in
which more than 90% is generated in Mexico and the remainder in
line with the comparable activities of Gfi Informatique.
Panama. The banking sector represents 80% of its revenue as, with 25
years of experience, Gesfor has been able to capitalise on its strong ties
to banking leaders who were already customers of Gfi Informatique.

NOTE 3 Revenue and trade receivables

3.1 REVENUE
Rules for the recognition of revenue are summarised below: on delivery, except when projects are of an unusually complex nature
and may present particular completion risks, in which case projects
TECHNICAL ASSISTANCE, CONSULTING AND SYSTEMS
INTEGRATION are considered in their entirety and revenue is recognised according
Revenue arising from these services is recognised as and when the to the stage of completion. In this case, the project is considered as a
services are rendered. Revenue is determined by reference to the whole and the revenue is recorded overtime.
contractually agreed price and to billable chargeable hours spent on The share of revenue relating to services is recorded overtime on the
the job. Invoices to be raised or deferred income are recognised when basis of the costs incurred and the costs remaining to be incurred.
billing is out of phase with the stage of completion.
SALES OF SOFTWARE AND HARDWARE
SERVICES INVOICED FOR A FIXED AMOUNT Revenue from the sale of software packages and hardware
Revenue arising from these services is recognised overtime on the independently of any services is recognised when risks have been
basis of costs incurred to date and costs that will be incurred transferred to the buyer. This transfer occurs on delivery.
subsequently. When it is probable that costs will exceed revenue, the
MAINTENANCE
expected loss is recognised immediately. Invoices to be raised or
deferred income are recognised when billing is out of phase with the Revenue arising from maintenance is recognised prorata temporis
stage of completion. over the length of the contract.
TRANSACTIONS CARRIED OUT AS AN AGENT
SYSTEMS INTEGRATION ASSOCIATED WITH SALES OF SOFTWARE
PACKAGES AND HARDWARE When the Group acts as an agent, the revenue relating to the
That part of the revenue arising from the sale of software transaction is not recognised. Only the margin achieved on this
applications and hardware is recognised upon the transfer of the risks transaction is recorded under Revenue.
and rewards of ownership to the buyer. This transfer generally occurs
5
3.2 SEGMENT REPORTING
The Group bases its segment reporting on geographic sectors in accordance with the internal management data used by Management.
The acquisition of the Efron, Roff and Impaq groups in 2016 resulted in the reorganisation of geographical segments by the management and the
creation of two new segments: LatAm and Rest of the World. The breakdown of revenue by geographical segment is therefore as follows:
Morocco Rest
(in thousands Intr- Interna- and of the
of euros) 2017 group France tional Spain Portugal LatAm Belux Switzerland Poland Africa World
Revenue 1,131,874 - 842,860 289,014 126,992 76,706 15,670 27,464 9,734 15,914 12,668 3,866
100% - 74% 26% 11% 7% 1% 2% 1% 1% 1% 0%
Trade
receivables 430,366 (7,285) 329,848 107,803 41,616 32,099 2,988 4,794 3,526 4,690 15,753 2,337
Morocco Rest of
(in thousands of Intra- Interna and the
euros) 2016 group France tional Spain Portugal LatAm Belux Switzerland Poland Africa World
Revenue 1,015,415 - 832,182 183,233 102,989 30,378 na 23,950 2,060 13,360 10,496 na
100% - 82% 18% 10% 3% na 2% 0% 1% 1% na
Trade receivables 397,300 (4,042) 311,336 90,006 36,267 31,955 na 4,678 284 5,263 11,559 na

3.3 TRADE RECEIVABLES

TRADE RECEIVABLES FACTORING
Trade receivables are current financial assets, initially recognised at Gfi Informatique factors part of its receivables. Depending on the
fair value and subsequently at amortised cost less any impairment type of contract, the factoring company may be responsible for
loss. The fair value of trade receivables is deemed to be the face collecting the accounts receivable. Gfi Informatique and its
value, since their due date is usually less than three months. subsidiaries have drawing rights limited to a certain fraction of the
receivables assigned.
IMPAIRMENT OF ACCOUNTS RECEIVABLE
Amounts disputed by customers are provisioned in full. Trade receivables subject to drawing are kept in the “Trade
receivables” item. A counterpart entry to the drawing is posted to
“current borrowings”.
In the presence of a factoring agreement without recourse,
receivables are not recognised as “Trade receivables” but as “cash and
cash equivalents”.

Trade receivables 157,837 137,792
Receivables sold to factoring companies 127,061 127,878
Impairment losses (8,067) (8,275)
TOTAL 276,831 257,395
Bills receivable 30 992
Invoices to be issued 153,505 138,913
TOTAL 430,366 397,300
All trade receivables are due within one year.
Changes regarding the provision for bad debts were as follows:

Accumulated provision at January 1 8,275 2,796
Depreciation 2,583 2,918
Reversals of provision (2,264) (2,767)
Change in consolidation scope (313) 5,239
Foreign exchange effects (214) 89
ACCUMULATED PROVISION AT THE CLOSING DATE 8,067 8,275
Trade receivables net of provisions are broken down as follows:
Receivables overdue since

Receivables Not Less than
(in thousands of euros) 12.31.2017 past due 6 months 6 to 12 months Over 12 months
Net trade receivables* 276,831 203,976 56,540 7,793 8,522
* Excluding bills receivable and Invoices to be issued

Gfi Informatique’s top ten clients account for nearly 29% of 2017 In Spain and Portugal, invoices worth respectively 8,529 thousand
consolidated revenue. None of these top ten clients alone represents euros excluding tax (7,060 thousand euros excluding tax at
more than 10% of the Group’s revenue. December 31, 2016) and 915 thousand euros excluding tax (595
In France, invoices worth 5,190 thousand euros excluding taxes were thousand euros excluding tax at December 31, 2016) were sold under
a factoring agreement without recourse and are therefore
sold under a factoring agreement without recourse, and are therefore
derecognised.
derecognised, as compared to 4,940 thousand euros at December 31,
2016.
NOTE 4 Payroll and benefits expenses

4.1 HEADCOUNT
Average workforce 2017 2016

Managerial staff 12,219 10,503
Employees, technicians and supervisory staff 2,156 1,853
TOTAL 14,375 12,356
4.2 EMPLOYEE BENEFITS

PROFIT SHARING
Amounts distributed to employees under compulsory and
RESEARCH COSTS AND RESEARCH TAX CREDIT
Research costs are recognised as an expense in the period when
5
discretionary profit-sharing schemes are reported under “Staff costs” incurred.
in the statement of comprehensive income. Unless assigned to capitalised development costs, research tax
CICE credits (CIR) are recognised in underlying operating margin. They are
The French tax credit for competitiveness and employment (CICE) is reported as a deduction from employee expenses. If assigned to
reported in the statement of comprehensive income as a deduction capitalised development costs, they are recorded as a deduction from
from employee expenses. capitalised development costs.

Wages and salaries 568,231 502,280
Social security costs 218,166 206,095
Profit sharing 973 546
TOTAL 787,370 708,921
The CICE credited in respect of 2016 amounted to 12,913 thousand euros compared with 10,700 thousand euros for 2016.
4.3 RETIREMENT BENEFIT PLANS

In the case of defined benefit plans covering post-employment When assumptions are revised, this results in actuarial differences
benefits, the costs of these benefits are estimated using the projected that are recognised in the period in which they arise, not to profit or
unit credit method. The projected unit credit sees each period of loss but directly to equity under Recognised income and expense.
service as giving rise to an additional unit of benefit entitlement Pursuant to the French pension reform act, the minimum legal age of
applying the plan’s vesting formula, taking into account the retirement will increase gradually, by four months per year, from 60
linearization effect when the rights do not vest uniformly over years in 2010 to 62 years in 2018.
subsequent vesting periods.
Excluding retirement benefits, the Group does not operate any other
Future payments corresponding to the benefits granted to employees defined benefit plan in respect of post-employment benefits in Group
are determined using various assumptions (rate of increase in salaries, companies.
retirement age, mortality, etc.) and these defined benefit obligations
are then discounted to their present value using as discount rate the
market yields on high quality corporate bonds.

The total value of the Group’s total retirement indemnities payable in France changed as follows:
(in thousands of euros)

PROVISION FOR RETIREMENT INDEMNITIES AT DECEMBER 31, 2015 33,952
Newly consolidated companies and other* 22
Cost of services rendered during the year 2,952
Interest costs 668
Amounts paid for severance/retirement during the year (1,075)
Changes in actuarial differences 2,577
Newly consolidated companies and other* 423
Cost of services rendered during the year 3,412
Interest costs 677
Amounts paid for severance/retirement during the year (2,180)
Changes in actuarial differences 4,069
* including taking on staff under outsourcing agreements.
The legal and conventional indemnities are provisioned for each • a wage increase rate of 2.25% to 3.00%, and,
present employee of the Group according to their theoretical seniority • 2011-2013 INSEE mortality tables by gender.
on the date of their retirement, in accordance with IAS 19 as revised.
The life of the plan is estimated at 14 years, the discount rate used is
These commitments are based on the assumption that in all cases 1.51% (versus 1.75% at the end of 2016).
employees will leave at their own initiative. The average rate of social
As regards sensitivity, a drop in this discount rate of 0.25 basis point
security costs applied is 47%. The calculation of the commitments
would generate a 3% increase in the commitment.
includes:
• an attendance coefficient based on turnover by age bracket; the
average in 2017 was 10% to 10.4% depending on the company,
NOTE 5 Operating income

5.1 OPERATING MARGIN BY SEGMENT
OPERATING MARGIN Gfi Informatique bases its segment reporting on geographic sectors in
The Group’s key profit indicator, underlying operating margin, accordance with the internal management data used by
corresponds to operating profit before non-recurring items (including Management.
goodwill impairment losses) and before amortisation of recognised
intangible assets from business combinations.

Segment performance indicators, taking account of the new reorganisation of geographical segments, are as follows:
Morocco Rest of
and the
Revenue 1,131,874 842,860 126,992 76,706 15,670 27,464 9,734 15,914 12,668 3,866
OPERATING
MARGIN 68,994 48,234 6,623 7,845 694 1,728 398 2,897 423 152
Operating margin % 6.1% 5.7% 5.2% 10.2% 4.4% 6.3% 4.1% 18.2% 3.3% 3.9%
Morocco Rest of
and the
Revenue 1,015,415 832,182 102,989 30,378 na 23,950 2,060 13,360 10,496 na
OPERATING
MARGIN 61,733 49,300 5,370 2,948 NA 1,150 (465) 2,360 1,070 NA
Operating margin % 6.1% 5.9% 5.2% 9.7% na 4.8% (22.6)% 17.7% 10.2% na
5.2 NET OPERATING INCOME

Intangible assets recognised from business Other operating income and expenses
combinations
Amortisation associated with assigned intangible assets as part of
CONSOLIDATION TRANSACTIONS 5
In accordance with revised IFRS 3, costs related to business
the allocation of goodwill amounted to 2,421 thousand of euros combination transactions are recorded under expenses.
(1,873 thousand of euros in 2016) and mainly concerns customer
relationships. FREE SHARES
The fair value of free shares allocated to employees is recognised
Restructuring costs under other operating income and expenses over the vesting period.
Free shares are valued at the price on the day the share was
Restructuring costs included in the operating profit are mainly related
allocated.
to France and Spain and amounted to 6,132 thousand of euros and
1,131 thousand euros respectively.

Business combinations transactions (1,564) (1,025)
Free shares 536 (1,104)
Disputes and tax/social security contingencies (note 10) 1,661 (200)
Relocation (871) (1,461)
Other (2,980) (310)
TOTAL (3,218) (4,100)
FREE SHARES OTHER

The Board of Directors meeting on January 21, 2016 allocated 310,000 Other non-current costs include:
rights to free shares to certain Group employees. The shares will be
acquired by beneficiaries following a minimum vesting period of two
• deferred interest on disposal of assets occurring during the year of
453 thousand euros;
years and are subject to Group performance conditions
• the impairment loss on the Théséus software for 800 thousand
A revenue of 536 thousand euros was recognised over the period, euros following the decision to change the ERP within the Group.
resulting from updating the probability of performance attainment
criteria for the awarding of free shares (see note 9.5 "Free shares
plans").

5.3 OFF BALANCE SHEET COMMITMENTS RELATED TO OPERATING ACTIVITIES

Guarantees on customer contracts 7,250 5,787
Guarantees on supplier contracts 113 69
Guarantees on the payment of rents 451 504
TOTAL 7,814 6,360
As part of an outsourcing contact in Spain signed in 2014, the Group amount. Because of the low probability of payment, no provision was
assumed a certain number of initially uncertain liabilities totalling an recognised.
estimated 3.8 million euros. A payment guarantee was given in that
Within the scope of its continuing activities, the Group has the following commitments in respect of non-cancellable lease agreements for real
estate:
Maturities
(in thousands of euros) 12.31.2017 Less than one year 1 to 5 years Over 5 years
Operating leases 52,809 15,105 36,934 770
The lease agreement for the head office was extended in 2015 to a six-year fixed term agreement from 2016. The rent due under this agreement,
presented in the table above, amounted to 14.6 million euros at December 31, 2017.
NOTE 6 Financing and financial instruments

6.1 DEBT
When initially accounted for, borrowings are recorded at fair value Costs and issue premiums for loans are not included in the initial cost
adjusted to account for transaction costs directly attributable to the but are taken into account in calculating amortised cost using the
debt issuance. effective interest method and are therefore recorded in income in an
actuarial manner over the life of the debt.
Borrowings
NON-CURRENT BORROWINGS

Bonds - long-term portion 24,885 24,827
Banks loans due in more than one year 56,468 59,706
TOTAL 81,353 84,533
CURRENT BORROWINGS

Bank loans due within 1 year 24,027 25,666
Finance lease obligations, short-term portion 124 204
Bank overdrafts 33,017 11,750
Amounts drawn down from factoring companies 29,267 8,006
Accrued interests on miscellaneous borrowings and debts 43 32
TOTAL 86,478 45,658

CHANGE IN BORROWINGS
In accordance with the new provisions of IAS 7, the Group will disclose for the first time the change in borrowings, which excludes bank overdrafts
and accrued interest not yet due:
“Non cash” changes

Change in Payment
exchange Change in schedule
(in thousands of euros) 12.31.2016 Cash flows Acquisitions rate fair value reclassifications 12.31.2017
Long-term borrowings 84,533 10,254 - - 82 (13,516) 81,353
Short-term borrowings 25,666 (15,326) - (3) 174 13,516 24,027
Finance lease obligations 204 (80) - - - - 124
Amounts drawn down from
factoring companies 8,006 21,265 - (4) - - 29,267
TOTAL ASSETS FROM
FINANCING ACTIVITIES 118,409 16,113 - (7) 256 - 134,771
BOND ISSUE The loan is redeemable over five years and carries interest at a variable
A bond was issued in 2014 for 25 million euros, maturing on rate.
December 27, 2019. It also authorises the Company to issue new EuroPP notes of up to
The issue bears interest of 3.947% per year. The interest on these 80 million euros.
bonds are payable yearly in arrears on December 27 of the year. This credit agreement accounts for most of the bank loans.
The AMF issued approvals No. 14–244, dated May 27, 2014 and No.
SUBSEQUENT EVENTS TO THE CLOSING DATE
14-450, dated August 4, 2014, of the respective new issue prospectuses.
These describe in detail the features of the issues and the debt. The
prospectus is also accessible on the website (https://www.gfi.world/en/)
In the context of the friendly takeover bid on Realdomen, Gfi
Informatique signed a syndicated loan agreement on February 21, 5
in French only, under Shareholders’ Information. 2018, subject to the success of the takeover bid. The agreement
provides for:
BANK LOANS
• a 200 million euros loan redeemable over five years (40% of the
On October 9, 2015, the Group signed a syndicated credit agreement loan will be repaid on maturity) to finance the acquisition of
with a banking syndicate for 82.6 million euros. This agreement was Realdolmen;
amended on July 27, 2017, making an additional 37.0 million euros
• bridge financing for 110 million euros to refinance the existing
available to Gfi Informatique, which included: syndicated loan and potentially the existing private placement
• 12.0 million for financing acquisitions; and also. This loan will be refinanced by a new private placement;
• 25.0 million for financing working capital requirements. • a 50 million euros loan for acquisitions, redeemable over five
10.4 million euros of this loan for acquisitions were drawn down. years, which represents new sources of funds for the Group's
acquisitions and investments;
• a five-year 50 million euros revolving credit to fund the Group's
working capital requirements.

Debt maturities
Maturities
(in thousands of euros) 12.31.2017 2018 2019 2020 2021 beyond 2021
Bonds 24,885 - 24,885 - - -
Bank loans 80,495 24,027 27,971 28,085 115 297
Finance lease obligations 124 124 - - - -
TOTAL 105,504 24,151 52,856 28,085 115 297
The current portion of bank borrowings at December 31, 2017 shows the following maturities:
Between
Less than 3 Between 3 and Between 6 and 9 and 12
(in thousands of euros) 12.31.2017 months 6 months 9 months months
Loans due within one year * 24,201 11,714 762 11,602 123
* Capital due, nominal value.
6.2 INTEREST RATE RISK ON CASH FLOWS

Fixed rate and variable rate distribution
The bank loans are subscribed at both fixed and variable rates according to the break down below (before interest rate hedges):

Variable interest rates 69% 55,826 58,072
Fixed interest rates 31% 25,527 26,461
NON-CURRENT BORROWINGS 100% 81,353 84,533

Variable interest rates 96% 22,957 19,357
Fixed interest rates 4% 1,070 6,309
CURRENT BORROWINGS 100% 24,027 25,666

LEVEL OF EXPOSURE
The Group’s exposure to risks of variation in market interest rates is If the hedges are activated, the analysis of interest-rate sensitivity
linked to the level of its financial indebtedness. Interest rate shows that a marginal 1 basis point increase in interest rates would
management forms an integral part of debt management. The Group have an impact of 0.4 million euros on the consolidated financial
decides what proportion of the debt bears fixed interest rates and statements of Gfi Informatique on the basis of the financial liabilities
what proportion bears variable rates. recognised at December 31, 2017.
With this aim, the Group implements traditional swap type contracts. With regard to its principal financing contract, the Group hedged this
As at December 31, 2017, after taking account of the interest-rate loan within certain limits against an increase in the three-month
swaps, 63% of the Group’s debt is at a fixed interest rate. Euribor.
Current financial liabilities

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
The Group’s current policy is to enter into transactions on the financial markets only for the purpose of hedging commitments arising from its
activity and not for speculative purposes.
The Group uses derivative financial instruments such as interest rate The profits or losses resulting from the variations in the market value
swaps to cover itself against the risks associated with interest-rate of hedge instruments, taken out to hedge future cash flows and for
variations. These derivative financial instruments are initially which the Group chose to apply hedge accounting, are recorded as
recorded at their fair value at the time when the contract is equity capital at the hedge effectiveness percentage. When the
negotiated and later. The derivatives are recorded as assets when the Group chose not to apply hedge accounting, the profits or losses
fair value is positive and as liabilities when the fair value is negative. resulting from the variations in market value were entered into the
income statement.
Current financial liabilities correspond to hedging instruments based on observable data other than a price listed on an active
recognised at fair value. Some interest-rate hedging instruments are
signed for a constant amount until maturity, whereas others are for
market. At December 31, 2017 the Group used two hedging
instruments, recorded under “Current financial liabilities” and with the
5
amounts that decline gradually until maturity. These hedging following features:
instruments are valued in accordance with IFRS 7 revised, Level II, i.e.
(in thousands of euros) Maturities

Date of Counter Hedging at Fair
Type of instrument Issue date expiration Party 12.31.2017 2018 2019 2020 2021 Value
Fixed rate swap 12.31.2015 09.30.2020 CACIB 13,560 4,520 4,520 4,520 - (51)
Fixed rate swap 09.29.2017 09.30.2020 CACIB 11,829 3,943 3,943 3,943 - (5)
Fixed rate swap 12.29.2017 09.30.2020 CACIB 5,216 - 2,608 2,608 - (4)
CAP 12.31.2015 09.28.2018 CACIB 9,000 9,000 - - - -
39,605 17,463 11,071 11,071 - (60)
6.3 DEBT-TO-EQUITY RATIO

The goal of the Group is to maintain a limited net debt-to-equity ratio in relation to equity capital. In the context of managing this goal, the Group
seeks to maintain an optimal financial structure in relation to the financing of its external growth and the yield on its equity.
At December 31, 2017, the debt-to-equity ratio was as follows:

Net borrowings 138,156 101,266
Net equity 321,918 300,608
DEBT-TO-EQUITY RATIO 43% 34%

6.4 LIQUIDITY RISK

The goal of the Group is to maintain a balance between the continuity EuroPPs issued
of financing and its flexibility thanks to the use of factoring contracts,
overdrafts, bank loans and bonds debts. The credit agreement of October 9, 2015 authorises Gfi Informatique
to issue new EuroPP notes for up to 80 million.
Factoring agreements
Agreements featuring so-called default
Gfi Informatique has, through factoring agreements, credit facilities covenants
according to the value of the trade receivables sold. These credit
facilities are limited to 100 million euros in France. The credit agreement of October 9, 2015, with a pool of banking
institutions, includes so-called default covenants in the form of
Bank overdraft facilities financial covenants with which the Group must comply (see Note 6.6
Off-balance sheet commitments relating to the Company’s financing
The Group has negotiated bank overdraft facilities of up to 35.0 million activities).
euros. At December 31, 2017, the Group had used 16.1 million euros of
these bank overdraft facilities, primarily in France.
6.5 FINANCIAL INCOME AND EXPENSE

Cost of net debt

Gains on disposal and income from marketable securities 58 110
INCOME FROM CASH AND CASH EQUIVALENTS 58 110
Interest expenses (2,579) (2,117)
Change in the fair value of borrowings and bonds (255) (232)
Interest expenses in connection with factoring (1,087) (953)
COST OF DEBT (3,921) (3,302)
TOTAL (3,863) (3,192)
Other financial income (expenses)

Foreign exchange gains 357 326
Foreign exchange losses (764) (443)
Discounting effects (140) (340)
Provisions relating to employees (note 4) (677) (668)
Impairment losses - 10
Other financial income (swaps and others) 21 30
Sundry financial expenses (swaps and others) (103) (58)
TOTAL (1,306) (1,143)
The discounting effects mainly concern receivables on loans to organisations hat collect employers' contributions to the "1% construction scheme"
("effort construction").

6.6 OFF BALANCE SHEET COMMITMENTS RELATING TO THE COMPANY’S FINANCING ACTIVITIES
Pledges, guarantees and mortgages granted

As part of its financing arrangements with banks, the Group has pledged all shares that it holds in its subsidiary Gfi Progiciels.
Other commitments given in the context of financing operations

Within the framework of its main bank loan in France, the Group is obliged to comply with the following commitments.
CONTRACTUAL LIMITATIONS TO THE GROUP’S DIVIDEND PAYOUT CEILING ON INVESTMENTS

POLICY
The Group must comply with certain ceilings on net investments.
The Group is committed to adopting a dividend payout policy that
takes into account the debt repayment requirements and payment of
related interest. These payouts are limited to 40% of net income COVENANTS
attributable to the Group if the R2 ratio is greater than 1.25. The financial criteria, measured at the yearly and half-yearly closing,
are summarised below:
from from
12.31.2015 12.31.2018
Covenants Requirement to 06.30.2018 to 06.30.2019 on 12.31.2019 on 06.30.2020
Net Financial Debt/EBITDA R2 < than: 2.50 2.25 2.00 1.50
Net Financial Debt/Shareholders’ equity R3 < than: 1.00 1.00 1.00 1.00
The amounts used to calculate these ratios are explained in detail in the terms of the loan agreement. The concept of EBITDA corresponds to
underlying operating EBITDA plus the impact of restructuring costs and CVAE. 5
Gfi Informatique meets the bank contract requirements based on the 2017 balance sheet and performance. Therefore, the Group is not exposed to
any risk of early payment related to covenants for the financial year.
NOTE 7 Income tax expense

Accounting treatment of CVAE Tax pooling
The CVAE (French business value added tax), which according to the As at December 31, 2017, Gfi Informatique’s tax Group in France
Group’s analysis complies with the definition of an income tax as set comprised sixteen companies (see table of consolidated companies in
forth in IAS 12, is recorded under income tax. note 18: List of consolidated companies). The existence of this tax
consolidation group generated a tax savings of 2,064 thousand euros
over the year.
For the period, the CVAE represented 10.4 million euros, as compared
with 10.8 million euros in 2016.

7.1 RECONCILIATION OF THEORETICAL AND ACTUAL INCOME TAX EXPENSE

The reconciliation between the tax expense and the result of the accounting profit multiplied by the applicable tax rate is as follows:

Profit before corporation tax 50,650 46,805
Parent company tax rate 33.33% 33.33%
Theoretical tax 16,882 15,600
Tax losses not recognised as deferred tax assets 5,658 1,153
Used of tax losses not recognised previously as deferred tax assets (349) (853)
Tax assets on non-recoverable consolidation adjustments (2,873) (1,230)
Impact of permanent tax differences (4,316) (3,771)
Impact of goodwill impairment losses - -
Impact of tax loss carry-forwards recognised (4,065) -
Impact of changes in tax rates (1,539) (710)
Net impact of CVAE 6,945 7,180
Tax savings from not-taxable income (CIR) (3,040) (2,838)
Other 38 165
INCOME TAX EXPENSE 13,341 14,696
Of which: Current tax 14,713 14,050
Deferred tax (1,372) 646
Permanent differences include 4.3 million euros due to non-taxable CICE income, as compared to 3.6 million euros for 2016.
7.2 DEFERRED TAXES

Deferred tax
Deferred taxes are recognised on differences between the carrying Deferred tax assets and liabilities are offset at the level of the tax
amounts of assets and liabilities in the financial statements and the entity or tax group if one exists.
corresponding tax bases used in the computation of taxable profit, Deferred tax assets and liabilities are not discounted and are
and are calculated using the balance sheet liability method at the tax therefore reported at the nominal value.
rates known at the balance sheet date.
Deferred tax assets relating to tax loss carry-forwards are recognised
only to the extent that it is probable that sufficient taxable profits
will be available to allow these assets to be recovered.

At December 31, 2017, the sources of deferred taxes in France and abroad were as follows.
Other
Change in and Impact
consolidation exchange on profit
(in thousands of euros) 12.31.2016 scope differences or loss 12.31.2017
Temporary differences arising from tax declarations
Employee profit sharing and paid leave 416 - (48) 368
Other tax timing differences 1,371 - 6 (992) 385
Temporary differences arising from consolidation adjustments
Tax loss carry-forwards recognised 5,689 - - 2,866 8,555
Provisions for retirement indemnities 13,024 141 1,356 636 15,157
Assets developed internally (14,060) - - (3,268) (17,328)
Customer relationships (3,310) - - 512 (2,798)
Other 1,805 - (5) (74) 1,726
NET DEFERRED TAX - FRENCH COMPANIES 4,935 141 1,357 (368) 6,065
Tax timing differences 422 - (60) 522 884
Tax loss carry-forwards recognized - - - 1,198 1,198
Customer relationships (2,669) 788 10 173 (1,698)
Other (445) - - (153) (598)
NET DEFERRED TAX - FOREIGN COMPANIES (2,692) 788 (50) 1,740 (214)
NET DEFERRED TAX - TOTAL 2,243 929 1,307 1,372 5,851
Including: Deferred tax assets
Deferred tax liabilities
5,070
(2,827)
8,068
(2,217)
5
7.3 CARRYABLE TAX LOSSES
Recognition of tax loss carry-forward

Based on the projected consumption of tax losses, the Group used, both in France and abroad, capitalised tax loss carryforwards generating tax
income of 4 million euros.
Tax loss carry-forwards

The tax savings from tax loss carry-forward from subsidiaries are shown in the table below:
Losses, Changes in Future tax savings

exchange consoli-
rate dation
differences scope and
Base at Tax losses New tax and reclassi- Base at Not
(in thousands of euros) 12.31.2015 used losses corrections fications 12.31.2015 Recognised recognised
France 40,506 (85) 15,138 - - 55,562 8,555 9,963
Spain 4,574 (66) 120 - (26) 4,602 691 483
Portugal 356 - - - (356) - - -
LatAm - (29) 218 (73) 251 367 - 119
Belux 416 (736) - 5,368 - 5,048 507 875
Switzerland 4,199 (83) 683 (606) 2,791 6,984 - 1,676
Poland 3,686 - - - (3,686) - - -
Morocco and Africa 210 (196) 995 523 - 1,532 - 443
Rest of the World - - 360 (200) 1,026 1,186 - 209
TOTAL 53,947 (1,195) 17,514 5,012 - 75,281 9,753 13,768

MATURITIES
Breakdown of tax loss carryforwards by maturity:
Expiration
Base at 2022 and Without
12.31.2017 2018 2019 2020 2021 beyond time limit
Tax losses carried forward 75,281 1,239 1,256 1,555 1,174 4,612 65,445
NOTE 8 Intangible assets and property, plant and equipment

8.1 MAIN ASSETS BY SEGMENT
The Group bases its segment reporting on geographic sectors in accordance with the internal management data used by Management.
Morocco Rest of
(in thousands of euros) 12.31.2017 France Spain Portugal LatAm Belux Switzerland Poland & Africa the World
Goodwill 283,126 208,579 33,621 21,507 2,152 5,116 3,873 7,074 1,204 -
Other intangible assets 81,272 72,073 3,675 3,184 228 3 - 2,084 25 -
Property, plant
and equipment 21,315 16,374 2,439 719 250 280 49 611 576 17
Morocco Rest of
(in thousands of euros) 12.31.2016 France Spain Portugal LatAm Belux Switzerland Poland & Africa the World
Goodwill 280,935 213,328 35,601 16,614 na 4,628 794 8,702 1,268 na
Other intangible assets 77,438 63,613 3,960 7,402 na 29 - 2,411 23 na
Property, plant
and equipment 19,342 14,704 2,319 1,155 na 318 2 300 544 na
8.2 GOODWILL
Business Combinations are accounted under the purchase method. Price adjustments are recognised at their acquisition-date fair value.
The cost of an acquisition is measured as the sum of the counterpart They will be recorded as an asset or a liability and subsequent
transferred, measured at acquisition-date fair value, and the amount changes in fair value are recognised to profit or loss.
of all non-controlling interests (NCI) in the acquire. For each Business Resulting fair value adjustments are recognised on the same line as
Combination, a choice is made to measure the non-controlling the asset or liability concerned. Residual goodwill being the excess of
interests of the entity either at fair value or in accordance with their the cost of the Business Combination over the Group’s interest in the
proportionate share of revalued net assets. The acquisition costs net fair value of the identifiable assets and liabilities, it is recognised
incurred are recognised as operating expenses for the period during under “Goodwill” and allocated to each cash-generating unit likely to
which the corresponding services were rendered. benefit from the Business Combination.
When the Group acquires an entity, it measures the acquired entity’s Subsequently, this goodwill is valued at cost less any impairment
assets and liabilities at fair value. When the Business Combination losses in accordance with the method described in the paragraph
takes place in stages (Step Acquisitions), the investment held by the Subsequent measurement of non-current assets.
acquirer prior to control being obtained is measured at the fair value
on the acquisition date, and the difference between this and the
previous carrying amount is recognised in profit or loss under IFRS 3R.

(in thousands of euros) Gross values Impairment losses Net values

DECEMBER 31, 2015 262,130 23,736 238,394
Acquisitions 42,523 - 42,523
Disposals - - -
Impairment for the period - - -
Exchange differences 80 62 18
DECEMBER 31, 2016 304,733 23,798 280,935
Acquisitions 2,283 - 2,283
Disposals - - -
Impairment for the period - - -
Exchange differences (669) (577) (92)
DECEMBER 31, 2017 306,347 23,221 283,126
Changes during the financial year At the national level, both businesses may be developed (as in France
and Spain). In fact, the various “Services” operations have generated
The valuation of the fair value of identifiable assets, liabilities and powerful synergies, whilst the “Software” operations, owing to their
contingent liabilities related to acquisitions carried out in 2016 was specific nature, are relatively independent.
completed during the year. The impact on goodwill valuation is
In view of this structure (geographical segments and businesses), and
2.3 million euros. As the corresponding adjustments to the
on the basis of the 2016 acquisitions, the Group now has ten CGUs,
comparative accounts are not significant, they were not reprocessed,
including three new ones:
in accordance with IFRS 3.
• The “Poland” CGU,
Cash-generating units (CGU)
CGUs are identified on the basis of the geographical segments used by
•
•
The “Morocco” CGU,
the “LatAm” CGU, which encompasses the following countries:
5
Management and in accordance with the “Services” and “Software” Brazil, Mexico, Colombia and the United States.
businesses.
SUBSEQUENT MEASUREMENT OF NON-CURRENT ASSETS
Changes in the value of non-current assets are reviewed annually or • the combination of the discount rate and the infinite growth rate is
more frequently if internal or external events or circumstances in line with the standard values used in the sector for comparable
suggest that their value might have been impaired. If performances profile groups;
are significantly below the budgets used as a basis for determining • the terminal value is calculated by totalling to infinity the
carry values in the past, this is considered as evidence of a possible discounted cash flows, calculated according to a standardised flow
impairment in the value. and a perpetual growth rate. This growth rate is consistent with
In particular, the carrying value at which goodwill is stated on the the development potential of the markets in which the entity
balance sheet is compared to the recoverable value. The recoverable concerned operates as well as with its competitive positioning.
value is the higher of the fair value less costs to sell and the value in The recoverable amount of the CGU determined as described above
use. To determine value in use, assets are regrouped into CGUs when is then compared to the carrying value of the non-current assets
it is not possible to determine cash inflows generated independently (goodwill included) as reported in the consolidated balance sheet. An
from assets or groups of assets. The CGUs correspond to the impairment loss is recognised if the carrying value of the CGU
homogeneous units generating identifiable cash flows. exceeds its recoverable amount, with the offsetting credit entry being
The value in use of a CGU is determined using the Discounted Future against goodwill in priority.
Cash Flow (DCF) method according to the following principles:
• cash flows arise from operational budgets set by Management for
the coming financial year with predictions of changes in revenue,
operating margins and WCR levels for the next four years;

Measurement method applied to continuing • 0.5 basis point decrease in margin over all 2018 to 2022 periods,
operations • 0.5 basis point decrease in revenue growth rate over all 2018 to
2022 periods,
The value in use of the CGUs is determined using the discounted
future cash flow method (DCF). • 10% decrease in working capital assumptions.
Sensitivity testing also uses the combined decrease of several of these
Perpetual growth rates used:
assumptions, depending on their sensitivity.
• 2.0% for the France, Belux and Switzerland CGUs (2.0% at 2016
At December 31, 2017, the results of the sensitivity tests show that no
year-end),
reasonably possible change in key assumptions brought the
• 2.0% for the Spain and Portugal CGUs (1.5% at 2016 year-end), recoverable value of these CGUs below their net carrying amounts.
• 2.0% for the Poland, LatAm and Morocco CGUs.
IN FRANCE
The discount rates used for the year are presented below. This rate
was 9.5% for all CGUs in 2016. France accounts for 74% of the Group’s goodwill. This amounted to
209 million euros at December 31, 2017 and breaks down as
• 9.0% for the France, Belux and Switzerland CGUs, 148 million euros for the “Services Business” CGU and 61 million
• 9.5% for the CGUs in Spain, euros for the “Software Business” CGU.
• 10.0% for the Portugal and Poland CGUs,
INTERNATIONALLY
• 12.0% for the LatAm and Morocco CGUs.
Goodwill internationally was 75 million euros. With the exception of
Business Projections are based on operating budgets set by Spain, the international CGUs correspond to the “Services” business.
Management for the 2018 financial year. For 2019 to 2022, the
In Spain, this amounted to 34 million euros at December 31, 2017 and
growth rates used were then between 3% and 8% for all CGUs.
breaks down as 33 million euros for the “Services Business” CGU and
Given the assumptions used in terms of profitability and working 1 million euros for the “Software Business” CGU.
capital requirements, the tests carried out in 2017 did not lead to any
Goodwill from the Roff and Efron acquisitions were assigned to the
impairment being recorded.
“Service Business” CGUs for the following geographical regions:
Sensitivity testing and goodwill impairment Portugal, Spain, Switzerland and LatAm, respectively.
losses for each CGU Goodwill from the Impaq acquisition was assigned to the new Poland
At year-end, the Group’s assessment of the reasonably possible CGU.
change in key assumptions corresponded to the brackets of values
used in the sensitivity tests which are presented below:
• 0.5 basis point increase in discount rate,
• 0.5 basis point decrease in growth rate to infinity,

8.3 OTHER INTANGIBLE ASSETS

INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT The assessment of the value of the fixed assets is carried out each year,
Intangible assets and property, plant and equipment are stated at or more frequently if events or circumstances, internal or external,
cost less any accumulated amortisation, depreciation and possible indicate that a write-down is likely to occur. Performances significantly
impairment losses. lower than the budgets on which the framework of the evaluations
previously carried out, are considered as an indication of impairment.
Amortisation and depreciation are charged so as to write off the cost
of these assets over their estimated useful lives, using the The balance sheet value of the activated development costs is
straight-line method. compared to the recoverable amount. The recoverable amount is the
highest between fair value net of disposal costs and value in use. The
The carrying value of each of these assets is reviewed at each balance
value in use is determined using the discounted cash flow method
sheet date to identify possible impairment losses of each of the
(DCF), based on operating budgets for the year to come and forecast
assets in question (see 8.2 "Subsequent measurement of non-current
turnover for the following four years.
assets").
An impairment loss is recognized, if applicable, if the value at balance
DEVELOPMENT COSTS
sheet is greater than the recoverable amount.
The development costs incurred in connection with the creation of
Software applications (new projects and development of existing CUSTOMER RELATIONSHIPS
modules) are entered into the accounts as intangible assets, because The client relationships acquired from a business combination are
the Group can demonstrate: recorded at their fair value on the acquisition date. Subsequent to
their initial entry into the accounts, they are valued at cost less the
• the technical feasibility of the intangible asset in view of its
bringing into service or its sale; cumulative amortisation. Amortisation periods are 2 to 21 years.
• its intention to complete this asset and its ability to use or sell it; COMPUTER SOFTWARE
Computer software purchased and computer software developed are
• the fact that this asset will generate future financial benefits;
amortised from the date they were brought into service so as to write
• the existence of available resources to complete the development off the cost of these assets over their estimated useful lives, using the
and; straight-line method.
• its ability to reliably value the expenses incurred in respect of the
development project.
• Software purchased: 1 to 5 years, 5
• Software developed: 5 to 10 years.
Development costs not meeting the criteria for capitalisation set out in
IAS 38 are recognised as operating expenses as and when committed. In the case of internally developed computer software, development
costs capitalised by Gfi Informatique comprise all costs directly
These development costs are amortised from the in-house date of attributable to software development and programming.
“acceptance” of the project so as to write off these costs over the
expected useful life of the Software, not exceeding eight years.
12.31.2017 12.31.2016
Depreciation and
(in thousands of euros) Gross values amortisation Net values Net values
Software purchased 37,404 27,200 10,204 1,095
Software developed 15,097 10,867 4,230 13,804
Development costs 96,666 46,766 49,900 40,691
Customer relationships and contracts 35,690 18,752 16,938 21,848
TOTAL 184,857 103,585 81,272 77,438
Software purchased refers to software operating licenses acquired. Software created refers primarily to costs of the Group’s ERP project (Theseus
project).

Changes in intangible assets are shown in the table below:
Depreciation and
(in thousands of euros) Gross values amortisation Net values
DECEMBER 31, 2015 109,503 59,837 49,666
Assets purchased 8,703 - 8,703
Assets developed internally 15,271 - 15,271
Assets sold or retired (918) (918) -
Depreciation in the period - 14,717 (14,717)
First-time consolidation 31,504 12,993 18,511
Reclassifications - - -
DECEMBER 31, 2016 164,080 86,642 77,438
Assets developed internally 20,118 - 20,118
Assets sold or retired (59) (58) (1)
First-time consolidation (3,500) (143) (3,357)
Reclassifications 1,506 663 843
DECEMBER 31, 2017 184,857 103,585 81,272
The fixed assets generated internally include capitalised software development costs related to the Group’s “Software” activity.
Evaluation method applied to research and development costs

The value in use is determined using the discounted cash flow method (DCF).
The activity forecasts are based on the operating budgets set by the Management for the 2018 fiscal year. For the years 2019 to 2022, the growth
rates retained are between 2% and 10% for all the software packages.
Given the assumptions made, the achievement of the impairment tests for 2017 did not lead to the recognition of impairment.
8.4 PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT Maintenance and repair costs are recognised as an expense of the
Depreciation is charged so as to write off the cost of the assets, using period.
the straight-line method over their estimated useful lives. These Non-current assets made available to the Group under finance leases
useful lives are principally as follows: are recorded in the same way as non-current assets purchased
• land: not depreciated, outright. They are depreciated over the shorter of the lease term and
• buildings: 20 to 40 years, their estimated useful life according to the above principles. The
corresponding lease obligation is recognised as a liability in the
• hardware: 1 to 5 years,
balance sheet.
• motor vehicles: 5 years,
• office equipment and other assets: 5 to 10 years.
12.31.2017 12.31.2016
Depreciation and
Land and buildings 1,142 697 445 272
Plant and equipment 9,471 7,025 2,446 2,133
Other property, plant and equipment 46,279 27,855 18,424 16,937
TOTAL 55,892 35,577 21,315 19,342

Depreciation and
(in thousands of euros) Gross values amortisation Net values
DECEMBER 31, 2015 42,591 30,374 12,217
Assets developed internally - - -
Assets sold or retired (6,477) (4,653) (1,824)
First-time consolidation 7,874 6,149 1,725
Reclassifications - - -
DECEMBER 31, 2016 55,065 35,723 19,342
Assets developed internally - - -
Assets sold or retired (11,883) (5,824) (6,059)
First-time consolidation - - -
Reclassifications 1,986 810 1,176
DECEMBER 31, 2017 56,892 35,577 21,315
The Group does not generate property, plant and equipment internally. 5
NOTE 9 Shareholders’ equity and earnings per share

The statement of changes in equity is presented in the first part of the consolidated financial statements.
9.1 CHANGES IN SHARE CAPITAL

The share capital, unchanged since December 31, 2016, comprising 66,570,771 shares with a par value of 2 euros per share, amounts to
133,141,542 euros.
Number of shares at December 31
Number of shares 2017 2016

NUMBER OF COMMON SHARES 66,570,771 66,570,771
Number of free shares that could be allocated 77,500 310,000
NUMBER OF ISSUABLE SHARES 77,500 310,000
TOTAL 66,648,271 66,880,771

9.2 AVERAGE NUMBER OF SHARES AND EARNINGS PER SHARE
Earnings per share
Earnings per share are calculated: Earnings per share are calculated by reference to the weighted
average number of shares in circulation during the financial year.
• based on net profits, not including profits from discontinued
operations, Diluted earnings per share are calculated by reference to the
• based on net profits, attributable to owners of the Group. weighted average number of shares in circulation during the financial
year plus the average number of free shares that could be allocated.
Average number of shares 2017 2016

Weighted average number of common shares 66,570,771 66,275,519
Weighted average number of treasury shares (153,913) (167,572)
Weighted average number of common shares outstanding 66,416,858 66,107,947
Weighted average number of common shares which may be diluted 77,500 310,000
Weighted average number of diluted shares 66,494,358 66,417,947
Earnings per share 2017 2016

Profit (loss), attributable to owners of the Group (in thousands of euros) 37,124 32,222
Basic EPS (in euros) 0.56 0.49
Diluted EPS (in euros) 0.56 0.49
9.3 TREASURY SHARES TRANSACTIONS Appropriation of parent company income

for 2017
Treasury shares are deducted from equity on the basis of their
purchase value. When these shares are sold to unrelated parties, the The proposed appropriation of parent company income presented to
gain or loss on the disposal net of taxation is recognised directly in the Annual General Meeting would allocate parent company income
“Consolidated reserves”. equal to 24,104 thousand euros as follows: to the shareholders, as
dividends in the amount of 9,986 thousand euros, to the financial
At December 31, 2016, a total of 149,000 shares were held under the statements in the legal reserve account in the amount of 1,205
heading "Treasury shares of the consolidating enterprise", valued at thousand euros and the balance in retained earnings.
980 thousand euros. During the financial year:
• the acquisition of 106,173 shares at an average price of 7.84 euros 9.5 FREE SHARES PLANS
each,
The Board of Directors' meeting on February 21, 2018, approving the
• the disposal of 96,348 shares at the average price of 7.91 euros, results for the financial year ended December 31, 2017, noted that the
took this number of securities to 158,825 as at December 31, 2017. conditions specified in the Plan of January 21, 2016 had been met in
These securities, valued at 1,032 thousand euros, accounted for 0.2% part, due to exceptional and unforeseeable events, and decided to
of the total outstanding shares at December 31, 2017. adjust the initial performance criterion in the 2016 Plan.
On a proposal of the Appointments and Compensation Committee
and after verifying the beneficiaries' presence in the Company as at
9.4 DIVIDENDS AND APPROPRIATION OF January 21, 2018, the Board of Directors authorised the final allocation
INCOME FOR THE PERIOD of 77,500 free shares equating to 25% of the free shares (310,000)
initially planned.
Dividends paid in 2017
The Combined Shareholders’ General Meeting of May 22, 2017
decided to pay a dividend of 0.15 euro per share in 2017 as part of the
appropriation of 2016 income. A total dividend payout of
9,963 thousand euros was made this year.

9.6 RELATED PARTIES DISCLOSURES Pursuant to this commitment, the sale of the "First Block" was
completed in two tranches:
Transactions concluded with the reference
shareholder • on June 19, 2017, Itefin Participations disposed of 8,063,789 shares,
equating to some 12% of the share capital and voting rights of Gfi
As part of the Amendment to the Shareholders' Agreement on May Informatique,
10, 2017, Apax and Boussard & Gavaudan agreed to sell their shares to • on July 10, 2017, shareholders Boussard & Gavaudan sold
Mannai Corporation in the following manner: 11,231,313 shares of Gfi Informatique, broken down as (i) 8,702,227
shares held by BG Select Investments Limited (Ireland), and (ii)
• a "First Block" of around 29% of Gfi Informatique's share capital
and voting rights at €8.00 per share was sold during the financial 2,529,086 shares held by Boussard & Gavaudan Holding Limited,
year, in accordance with the description disclosed below, equal to approximately 17% of the share capital and voting rights of
Gfi Informatique.
• a "Second Block" amounting to approximately 15% of the share
capital and voting rights is due to be sold at €8.50 per share during The purchase of this "First Block" brings Mannai Corporation's stake to
the second quarter of 2018. 81.2% of the share capital.
Other transactions with management bodies

The other related-party transactions are presented in note 15.
NOTE 10 Other provisions and contingent liabilities
Provisions are recognised when the Group has a present obligation As regards provisions for restructuring, the estimated cost of the
(legal or constructive) as a result of a past event, when it is probable restructuring measure is recognised to profit or loss when these
that the Group will be required to settle that obligation, and when
the amount can be estimated reliably.
measures are the object of a detailed plan that has been announced
or has started to be implemented.
5
Provisions for disputes are analysed on an individual basis. Provisions Contingent liabilities are not recognised but are described in the
reported in the balance sheet under Disputes correspond to the risk as notes if they are significant, except for Business Combinations where
estimated by the Management of Gfi Informatique and may differ they are identifiable.
from the amounts sought by the other party.
10.1 NON-CURRENT PROVISIONS
Retirement indemnities
Retirement indemnities in France are employee benefits and are shown in note 4 "Payroll and benefits expenses".
Changes in
Consolidation actuarial
(in thousands of euros) 12.31.2016 scope Increases Decreases differences 12.31.2017
Retirement indemnities 39,096 423 4,089 (2,180) 4,069 45,497
TOTAL 39,096 423 4,089 (2,180) 4,069 45,497

10.2 CURRENT PROVISIONS
Consolidation
(in thousands of euros) 12.31.2016 scope Increases Decreases 12.31.2017
Labour disputes and
restructuring undertaken 1,863 - 515 (483) 1,895
Miscellaneous disputes 44 118 - (35) 127
Tax and social security contingencies 3,403 1,966 657 (2,976) 3,050
Other 923 119 63 (867) 238
TOTAL 6,233 2,203 1,235 (4,361) 5,310
A breakdown of the amounts set aside and reversed is presented in the table below:
Expensed Reversals
Of which
Operating Operating
Total Total reversals
(in thousands of euros) Current Non-current Financial expenses Current Non-current Financial reversals unused
Labour disputes and
restructuring undertaken - 515 - 515 - (483) - (483) (60)
Miscellaneous disputes - - - - (35) - - (35) -
Tax and social security
liabilities 24 633 - 657 (198) (2,778) - (2,976) (1,997)
Other 63 - - 63 (367) (500) - (867) (830)
TOTAL 87 1,148 - 1,235 (600) (3,761) - (4,361) (2,887)
Provisions for labour disputes and restructuring Tax and social security contingencies
undertaken
The reversal primarily concerns the French and Portuguese subsidiaries
The depreciation and provisions and reversals for labour risks and for which tax audits were completed during the financial year.
reorganisations essentially relate to France.
10.3 OFF BALANCE SHEET COMMITMENTS RELATED TO RISKS AND DISPUTES

The payment of the outstanding debt relating to the VAT dispute led to an application for release to the state treasury. This pledge given by the
Group on October 30, 2012, covered all of the shares it held in its subsidiary Gfi Informatique-Production.
NOTE 11 Other non-current assets

11.1 NON-CURRENT FINANCIAL ASSETS
12.31.2017 12.31.2016
Depreciation and
Construction funds and staff loans 6,720 - 6,720 4,888
Deposits and other forms of collateral 5,691 - 5,691 5,000
Other long-term receivables 2,394 - 2,394 1,946
Non-consolidated equity investments 169 65 104 73
TOTAL 14,974 65 14,909 11,907

11.2 OTHER NON-CURRENT ASSETS

Tax receivables 24,717 21,780
GROSS VALUES 24,717 21,780
Impairment losses - -
TOTAL 24,717 21,780
Other non-current assets mainly comprise research tax credits receivable for 2015 and subsequent years.
Tax credit for competitiveness and employment The CICE receivables of the tax consolidation group of which Gfi
(CICE) Informatique is the parent were sold without recourse and therefore
derecognised for the amount of 12,234 thousand euros during 2017,
The Tax credit for competitiveness and employment (CICE) is a tax 10,149 thousand euros in 2016 and 9,648 in 2015.
credit granted by the tax authorities as from the calendar year 2013. The residual CICE will either be deducted from a potential corporation
The CICE is calculated as a percentage of gross salaries below a tax payment in the next three financial years or paid by the French tax
certain limit. The CICE is reported in the statement of authorities to the Company in 2021 at the latest.
comprehensive income as a deduction from employee expenses.
NOTE 12 Current assets and liabilities

5
12.1 OTHER RECEIVABLES

Tax receivables 35,005 31,854
Other receivables 3,497 3,682
Advances paid 1,238 533
Receivables from asset disposals - -
GROSS TOTAL 39,740 36,069
Impairment losses (11) -
NET TOTAL 39,729 36,069
Tax receivables include, amongst other items, research tax credit receivables (CIR) recoverable in 2018 and sold with recourse during the financial
year.
The “Other receivables” item mainly comprises social security receivables.
12.2 TAX AND SOCIAL SECURITY CONTINGENCIES

Social security debts 135,201 132,750
Tax debts 89,989 84,023
Income tax 3,368 3,181
TOTAL 228,558 219,954
All the above amounts are payable within one year.

12.3 OTHER CURRENT LIABILITIES

Debts on fixed assets 970 967
Down payments and instalments received, unraised bills 11,504 12,169
Other 1,333 1,986
TOTAL 13,807 15,122
All the above amounts are payable within one year.
NOTE 13 Financial instruments

13.1 FINANCIAL INSTRUMENTS RECORDED ON THE BALANCE SHEET
FINANCIAL ASSETS AND LIABILITIES HELD-TO-MATURITY ASSETS
The Group defines its financial assets in accordance with the Non-derivative financial assets associated with determined or
following categories: assets measured at fair value with determinable payments and a fixed maturity are classified as
corresponding entry in the income statement, hedge instruments for investments held until maturity, provided that the Group has the
future cash flow, held-to-maturity assets, loans and debts, manifest intention and the ability to retain them until their maturity.
available-for-sale assets and debts measured at amortised cost. The The profits or losses are entered into the income statement when
classification depends on the reasons for the acquisition of the these investments are removed from the accounts or depreciated.
financial assets. Management determines the classification of its
LOANS AND RECEIVABLES
financial assets during the initial entry into the accounts.
Loans and debts are non-derivative financial assets with fixed or
FINANCIAL ASSETS AT THEIR FAIR VALUE WITH THE OFFSETTING determinable payment which are not listed on an active market. They
ENTRY IN THE INCOME STATEMENT are included in current assets, except those with a maturity greater
The financial assets valued at their fair value with the offsetting entry than twelve months after the closing date.
to profit or loss is the financial assets held for transaction purposes. A
financial asset is classified in this category if it was principally On each closing, the Group evaluates whether an objective
acquired for the purpose of short-term resale. Derivative financial depreciation indicator exists for a financial asset or a group of
instruments are also designated as being held for transaction financial assets.
purposes unless they are classified as hedging instruments. They are A financial asset and a financial liability are offset if, and only if, the
classified among non-current liabilities. Group has a legally enforceable right to offset the recognised
amounts and intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.

Breakdown by category of instruments

Assets Hedging
valued at instruments Debts at
fair value in for future Assets held Loans and amortised
(in thousands of euros) 12.31.2017 profit or loss cash flows to maturity receivables cost
Non-current financial assets 14,909 - - - 14,909 -
Other non-current financial assets 24,717 - - - 24,717 -
Trade receivables 430,366 - - - 430,366 -
Other receivables 39,740 - - - 39,740 -
Cash and cash equivalents 29,675 29,675 - - - -
ASSETS 539,407 29,675 - - 509,732 -
Non-current borrowings 81,353 - - - - 81,353
Other non-current financial liabilities 2,929 - - - - 2,929
Current borrowings 86,354 - - - - 86,354
Current financial liabilities 60 - 60 - - -
Other current financial liabilities 1,832 - - - - 1,832
Trade payables 90,616 - - - - 90,616
Tax and social security liabilities 228,558 - - - - 228,558
Other current liabilities 13,807 - - - - 13,807
LIABILITIES 505,509 - 60 - - 505,449
5
13.2 INCOME STATEMENT EFFECT OF FINANCIAL INSTRUMENTS
Income statement effect of financial instruments

Impairment
(in thousands of euros) 2017 Interest Fair value Amortised cost loss
Assets and liabilities at fair value in profit or
loss (82) (82) - - -
Loans and receivables (1,488) (1,029) (140) - (319)
Assets held to maturity - - - - -
Debts at amortised cost (2,834) (2,579) - (255) -
(4,404) (3,690) (140) (255) (319)

13.3 MATURITY
The following table shows the maturity profile of the financial liabilities of the Group as at December 31, 2017, on the basis of the non-discounted
contractual payments.
2022
and
(in thousands of euros) 12.31.2017 2018 2019 2020 2021 beyond
Other bond issues* 25,000 - 25,000 - - -
Interest 1,974 987 987 - - -
Loans due in more than one year* (note 6) 56,918 - 28,257 28,256 115 290
Interest 1,091 - 809 282 - -
Other non-current financial liabilities (note 2) 2,929 - 2,929 - - -
NON-CURRENT FINANCIAL
LIABILITIES 87,912 987 57,982 28,538 115 290
Current borrowings* (note 6) 24,201 24,201 - - - -
Interest 1,249 1,249 - - - -
Current financial liabilities (note 6) 60 60 - - - -
Other current financial liabilities (note 2) 1,832 1,832 - - - -
Trade payables 90,616 90,616 - - - -
Other current liabilities (note 12) 13,807 13,807 - - - -
CURRENT FINANCIAL LIABILITIES 131,765 131,765 - - - -
* Capital due, nominal value.
Details on the maturities by quarter of short-term bank debt at December 31, 2017 are shown in note 6 "Financing and financial instruments".
All of the Group’s other current financial liabilities mature in less than three months.
13.4 OBJECTIVES AND FINANCIAL RISK The principal risks attached to the Group’s financial instruments are as
MANAGEMENT POLICY follows: interest rate risk on cash flow, liquidity risk and counterparty
risk. The risk management policies are summarised below.
The main financial liabilities of the Group consist of loans and bank
overdrafts, financial lease obligations and trade payables. The Credit risk
principal purpose of these financial liabilities is to finance the
operating activities of the Group. The Group holds financial assets Regarding the credit risk relating to the financial assets of the Group,
such as customer receivables, cash and short-term deposits which i.e. principally customers, cash and cash equivalents, the exposure of
are generated by its activities directly. the Group is associated with the risk of possible failure of the third
parties concerned, with a maximum exposure equal to the book value
of these instruments.
It also contracts derivative instruments, primarily interest rate swaps. The customer balances are subject to permanent monitoring. The
These instruments have the goal of managing the interest rate risks ageing of these past due and non-impaired financial assets is shown in
associated with the Group’s financing. The policy of the Group is not note 3 "Revenue and trade receivables". The table presenting the
to subscribe to derivative instruments for speculative purposes. changes in impairment losses for the period is also provided in this note.

Currency risks
The currency risk in respect of commercial transactions is not hedged, as most transactions are made within the euro zone. Elsewhere (outside of
the euro zone), revenue is generated in the same currency as the related operating charges, thereby limiting exposure to foreign exchange
fluctuations. Very few intercompany operating transactions are denominated in currencies other than the euro.
The Group’s net assets and liabilities in foreign currencies are broken down in the table below. The impact of a uniformly negative one-centime
change in the euro would total 0.3 million euros.
Net balance
(in thousands of euros) Assets Liabilities before hedging
Polish zloty 19,930 (3,931) 15,999
Angolan kwanza 5,784 (1,580) 4,204
Moroccan dirham 13,887 (8,727) 5,160
Swiss franc 6,450 (5,081) 1,369
CFA franc 2,815 (3,579) (764)
Pound sterling 1,982 (2,714) (732)
US dollar 1,002 (298) 704
Mexican peso 2,067 (1,942) 125
Swedish kroner 881 (21) 860
Brazilian real 2,732 (661) 2,071
Macanese pataca 1,416 (166) 1,250
Colombian peso 2,806 (1,416) 1,390
Romanian leu
TOTAL 12.31.2017
85
61,835
(220)
(30,336)
(135)
31,499
5
Equity risk
The marketable securities held by the Group exclusively consist of money market funds. The risk linked to the evolution of the financial markets is
therefore limited.
NOTE 14 Cash flow statement

Cash and cash equivalents Impact of changes in consolidation scope
Cash and cash equivalents reported in the balance sheet comprise Cash flow as a result of the impact of changes in consolidation scope
cash in hand, cash at bank and short-term deposits for less than of -15,158 thousand euros concern only acquisitions completed during
three months as well as short-term highly liquid investments that prior periods.
are subject to an insignificant risk of changes in value.
Subscription and repayment of borrowings
Marketable securities are considered as being held for trading and
are therefore measured at fair value on the balance sheet date. Subscriptions and repayment of borrowings include:
Changes in fair value are recognised to profit or loss. As these
securities are adjusted to fair value with the offsetting entry to profit
• cash flow, net of costs associated with drawdowns of additional
credit (Amendment to 2015 Syndicated Loan), for +10,270 thousand
or loss, no impairment losses are recognised. Fair value of these
euros,
securities is determined mainly by reference to listed prices.
• cash flows, in the amount of -15,422 thousand euros, mainly
In the consolidated cash flow statement, cash and cash equivalents relating to the repayment of said Syndicated Loan.
comprise the items indicated above, from which are deducted
current bank overdrafts.

NOTE 15 Compensation paid to members of the Board

of Directors and senior management
Compensation paid
The total compensation and benefits, including all benefits in kind, paid in 2017 and 2016 to the members of the management and administrative
bodies by Gfi Informatique and controlled companies are indicated in the table below:
Commitments
in respect of
Fixed Variable Benefits in Directors’ Total retirement
(in thousands of euros) remuneration remuneration kind fees remuneration indemnities
2017 836 316 4 224 1,380 -
2016 836 336 4 230 1,406 -
The variable portion of the remuneration paid to corporate officers is As at December 31, 2017, there are no anticipated payments in
calculated using criteria established by the Appointments and respect of corporate officers after leaving office.
Compensation Committee related to the year’s performance and the
external growth objectives. Awarding free shares
Gfi Informatique considers that only the corporate officers have the 310,000 rights to free shares were awarded to certain Group
authority and responsibility for the planning, management and control employees under the 2016 Plan. By a decision of the Board meeting on
of the activities, directly or indirectly (IAS 24.9). February 21, 2018, 77,500 free shares were definitively awarded.
Non-compete agreement and post-engagement

commitment
On December 18, 2007, the Company signed a non-compete agreement
with Vincent Rouaix. By way of payment for the non-compete
commitment entered into by Vincent Rouaix, this agreement stipulates
the payment to the latter, on the day his office ends, of a lump sum of
850,000 euros by amendments of March 29, 2013.
NOTE 16 Subsequent events to the closing date

PROPOSED FRIENDLY TAKEOVER BID FOR Benelux. It supports clients through the complete ICT-lifecycle,
REALDOLMEN BY GFI INFORMATIQUE combining support services in both infrastructure and applications
with appropriate product offerings.
On February 23, 2018, Gfi Informatique and Realdolmen, a leading
IT services provider in Belgium and Luxembourg, announced the The main terms of the transaction are:
signature of a memorandum of understanding according to which • cash takeover bid for all the company's shares at an offered price
Gfi Informatique will file a voluntary and conditional takeover bid of €37.00 per share, giving a value of some €196 million,
for Realdolmen with the Belgian Financial Services and Markets • the offer will be conditional on Gfi Informatique obtaining more
Authority (FSMA). The bid is a cash offer. than 75% of Realdolmen's fully diluted share capital and voting
The transaction will deepen Gfi Informatique's footprint in Belgium rights,
and Luxembourg, in line with its international expansion strategy. • the commitment of a group of entities and individuals to tender
With around 1,250 highly trained employees, Realdolmen is an their shares for the bid, amounting to 21.94% of the share capital.
independent ICT expert providing IT services to over 1,000 clients in

NOTE 17 Fees for Statutory Auditors

The fees for the Group's Statutory Auditors indicated in the consolidated income statement for France are as follows:
GRANT THORNTON ERNST & YOUNG and Others TOTAL

2017 2016 2017 2016 2017 2016
(in euros) Amount % Amount % Amount % Amount % Amount % Amount %
AUDIT
* Statutory audit,
reporting, review of
company and
consolidated 421
financial statements 800 81% 386 214 89% 529 600 99% 550 800 93% 951 400 90% 937 014 91%
* Services other
than the audit of
financial statemens 100 500 19% 45 475 11% 6 500 1% 42 900 7% 107 000 10% 88 375 9%
TOTAL 522 300 100% 431 689 100% 536 100 100% 593 700 100% 1 058 400 100% 1 025 389 100%
In 2017, the services other than the audit of financial statements covered the services required by the legal and regulatory texts (reports on capital
increases, etc.) as well as the services provided at Gfi Informatique's request (agreed procedures on internal control processes, acquisition
diligences and various attestations).

NOTE 18 List of consolidated companies
Registered office
Consoli-
Post code dation % of % of Country of
Company name Address and city Siren No. method control interest activity
FRANCE
145, boulevard Parent company –
Gfi Informatique SA (1) Victor-Hugo 93400 Saint-Ouen 385 365 713 Group leader France
145, boulevard
Gfi 7 SARL Victor-Hugo 93400 Saint-Ouen 808 372 924 FC 100% 100% France
145, boulevard
145, boulevard
145, boulevard
Gfi Progiciels SAS (1) Victor-Hugo 93400 Saint-Ouen 340 546 993 FC 100% 100% France
145, boulevard
Cognitis France SAS (1) Victor-Hugo 93400 Saint-Ouen 348 786 799 FC 100% 100% France
145, boulevard
Addstones SAS (1) Victor-Hugo 93400 Saint-Ouen 432 146 504 FC 100% 100% France
Gfi Business- 145, boulevard
Transformation SAS (1) Victor-Hugo 93400 Saint-Ouen 790 077 937 FC 100% 100% France
59-61 Quai Alphonse 92100 Boulogne
Awak’IT (S&I) SAS (1) Le Gallo Billancourt 412 013 922 FC 100% 100% France
Tikawa Productions 59-61 Quai Alphonse 92100 Boulogne
SARL (1) Le Gallo Billancourt 451 571 293 FC 100% 100% France
ITN Consultants SAS (1) 82, rue Saint-Lazare 75009 Paris 333 489 532 FC 100% 100% France
Gfi Informatique 145, boulevard
Telecom SASU (1) Victor-Hugo 93400 Saint-Ouen 501 707 293 FC 100% 100% France
Business Document 92100 Boulogne
SAS (1) 50, boulevard de la Reine Billancourt 492 079 058 FC 100% 100% France
145, boulevard
Novulys SAS (1) Victor-Hugo 93400 Saint-Ouen 534 713 789 FC 65% 65% France
Metaware 60, route de Sartrouville
Technologies SA (1) Parc les grillons BAT 1 78230 Le Pecq 398 138 545 FC 100% 100% France
42400
Garsys SAS 53, rue Sibert Saint-Chamond 493 036 602 FC 100% 100% France
SCI Via Domitia 151, rue Gilles-Roberval 30900 Nîmes 418 871 166 FC 100% 100% France
Gfi Informatique - 145, boulevard
Production SA (1) Victor-Hugo 93400 Saint-Ouen 428 286 496 FC 100% 100% France
Gfi Informatique
Entreprise Solutions 145, boulevard
SAS (1) Victor-Hugo 93400 Saint-Ouen 315 930 578 FC 100% 100% France
Gfi Conseil et Intégration 145, boulevard
de Solutions SASU Victor-Hugo 93400 Saint-Ouen 822 269 551 FC 70% 70% France
Gfi Infogen Systems 145, boulevard
SAS (1) Victor-Hugo 93400 Saint-Ouen 387 554 710 FC 100% 100% France
145, boulevard
SCI Gifimo (1) Victor-Hugo 93400 Saint-Ouen 350 934 139 FC 100% 100% France
145, boulevard
Roff France Victor-Hugo 93400 Saint-Ouen 494 239 908 FC 100% 100% France
145, boulevard
Somafor SARL Victor-Hugo 93400 Saint-Ouen 389 150 137 FC 100% 100% France
(1) Companies in the French tax consolidation group.
(2) Companies in the Spanish tax consolidation group.
FC = Full Consolidation

Registered office
Consoli-
EUROPE
Gfi Benelux Square de Meeûs 38/40 B-1000 BRUSSELS 0 427 608 266 FC 100% 100% Belgium
Gfi NV Square de Meeûs 38/40 B-1000 BRUSSELS 0 450 798 491 FC 100% 100% Belgium
Gfi PSF SA 13-15, Parc d’activités L-8308 Capellen B 52.391 FC 100% 100% Luxembourg
02-675 Warsaw
Impaq Sp. Z.o.o ul.Wołoska 24 Poland 0000008546 FC 100% 100% Poland
02-675 Warsaw
IT Skills Sp. Z o.o ul.Wołoska 22 Poland 0000397402 FC 100% 100% Poland
9 Bridle Close Surbiton
Road, Kingston upon United
IMPAQ UK Limited Thames Surrey KT1 2JW 05054175 FC 100% 100% Kingdom
Impaq Addstone S.R.L. 48 Temisana Street Bucharest 313033 FC 100% 100% Romania
Gfi Österreich GmbH Bozner Platz 4 6020 Innsbruck 466734 z FC 100% 100% Austria
No 169A Floreasca Street,
Impaq Addstones Building A, Floor 4,
Services S.R.L. Office No. 2057 Bucharest 259897 FC 100% 100% Romania
1228 CH-660
Gfi International Chemin des Aulx, 10 Plan-les-Ouates 0,703,000-2 FC 100% 100% Switzerland
CHE –
IMPAQ AG Badenerstrasse 580 CH-8048 Zürich 107.414.656 FC 100% 100% Switzerland
Gfi Levante SL (2) C/Los Monegros S/N 0 03006 Alicante B-53096749 FC 100% 100% Spain
Gfi Cataluña Grupo
Corporativo SA (2) Passeig de Gracia 08007 Barcelona A-82673542 FC 100% 100% Spain
Grupo Corporativo Gfi
Norte C/Licenciado Poza, 55
48013 Bilbao
(Vizcaya) B-48301865 FC 100% 100% Spain
5
Roff Espana Consultores C/Serrano Galvache,
Independientes SA (2) 56 – Edificio Olmo 28033 Madrid A-78897964 FC 100% 100% Spain
Máximo Aguirre, 48011 Bilbao
Savac Consultores SL 18-Bis 3° (Vizcaya) B-48989990 FC 100% 100% Spain
Grupo Corporativo Gfi
Informatica SA (2) C/Serrano Galvache, 56 28033 Madrid A-82206400 FC 100% 100% Spain
Edifício Atlantis –
Gfi Portugal – Avenida D. João II,
Tecnologias de lote 1.06,2.2 –
Informaçao, SA Parque das Nações 1990-095 Lisboa PT502726890 FC 100% 100% Portugal
Rua Afonso Praça n°30,
Roff Consultores 6ème étage, Torre de
Independetes SA Monsanto Miraflores 1495 Algés PT503882887 FC 100% 100% Portugal
Parkurbis, Parque de
Ciencia e Tecnologia 6200-865
Roff SDF Lda da Covilha Tortosendo 508924928 FC 100% 100% Portugal
Route de Saint-Cergue
Roff Suisse 303, C.P. 1171 CH-1260 Nyon 55011238122 FC 100% 100% Switzerland
ème
RNIC Independent Stureplan 4C – 4 étage,
Consultants AB bureau 42 111 435 Stockholm 556824809901 FC 100% 100% Sweden
Gfi Informatique
Holding GmbH Heilbronner Str., 86 70191 Stuttgart HRB20548 FC 100% 100% Germany

Registered office
Consoli-
OUTSIDE EUROPE
06 BP 1293 CI-Abj-1989-B-
Somafor RCI SA 6, II Plateaux des Vallons Abidjan 33816 FC 100% 100% Ivory Coast
Gfi Informatique 1100, Bd Al Qods,
Maroc Sidi Maârouf 20190 Casablanca 50 877 FC 100% 100% Morocco
Value Team, SARL 131, Bd d’Anfa 20100 Casablanca 292 201 FC 100% 100% Morocco
332, Bd Brahim Roudani,
NVBS SARL Maârif 20100 Casablanca 144 615 FC 100% 100% Morocco
Holding Gfi Informatique 1100, Bd Al Qods,
Maroc Sidi Maârouf 20190 Casablanca 113 607 FC 100% 100% Morocco
Lot Mandarouna 300
Metaware Services Sidi Maarouf 20190 Casablanca 1 125 255 FC 100% 100% Morocco
1100, Bd Al Qods, Sidi
Gfi Maroc Offshore Maârouf 20190 Casablanca 163 083 FC 100% 100% Morocco
14, avenue Mers Sultan,
Roff NCA SARL 3e étage 20190 Casablanca 40 453 753 FC 100% 100% Morocco
RoffTec
Angola-Consultoria, Rua Comandante Stona
Serviҫos e Produtos, Lda. No. 19/21 Bairro Alvalade 5401152493 FC 100% 100% Angola
Roff Brasil - Consultoria
em Sistemas de Avenida Paulista no 37, CEP 01311-902, 15.323.818/
Informaçao, Ltda. 4e étage Bela Vista Sao Paulo 0001-12 FC 100% 100% Brazil
Teololco No. 325 Colonia
Jardines des Pedregal
RoffMex Consulting, S.A. Delegacion Alavaro 01900 Ciudad de
de C.V. Obregon Mexico 558815/1 FC 55% 55% Mexico
Alameda Dr. Carlos
D'Assumpçao n° 181-187,
Roff Asia Limitada Edificio Brilhantismo 19°U Macau 545154 FC 100% 100% China
# 33 A - 20
Efron Colombia SAS Carrera 20 Bogotá 830 053693-2 FC 100% 100% Columbia
Calle Solón, 212 Dep 101
Gfi Informatica Mexico Colonia Palmas Polanco
S.A. de C.V. Distrito Miguel Hidalgo 11560 México DF ECO110602KR2 FC 100% 100% Mexico
Efron Consulting Inc 27 School Street, FL4 Boston MA02108 33-1223303 FC 100% 100% USA
Companies merged during the period
ZI Am Bann, L-3372
Gfi PSF SARL 2 rue de Drosbach LEUDELANGE LU- 219,410 25 FC 100% 100% Luxembourg
Efron Consulting SL Calle Ulises, 97 28043 Madrid B-81626913 FC 100% 100% Spain

Statutory Auditors’ report on the consolidated financial statements
5.3. STATUTORY AUDITORS’ REPORT ON THE

This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is
provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the
statutory auditors or verification of the information concerning the Group presented in the management report.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the annual general meeting of GFI Informatique, Our responsibilities under those standards are further described in the
“Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Opinion
Financial Statements” section of our report.
In compliance with the engagement entrusted to us by your annual
Independence
general meetings, we have audited the accompanying consolidated
financial statements of GFI Informatique for the year ended 31 We conducted our audit engagement in compliance with
December 2017. independence rules applicable to us, for the period from 1 January
2017 to the date of our report and specifically we did not provide any
In our opinion, the consolidated financial statements give a true and
prohibited non-audit services referred to in Article 5(1) of Regulation
fair view of the assets and liabilities and of the financial position of the
(EU) No 537/2014 or in the French code of ethics (code de
Group as at 31 December 2017 and of the results of its operations for
déontologie) for statutory auditors.
the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union. Justification of Assessments - Key Audit Matters
The audit opinion expressed above is consistent with our report to the In accordance with the requirements of Articles L.823-9 and R.823-7 5
Audit Committee. of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we inform you of the key audit
Basis for Opinion
matters relating to risks of material misstatement that, in our
Audit Framework professional judgment, were of most significance in our audit of the
We conducted our audit in accordance with professional standards consolidated financial statements of the current period, as well as
applicable in France. We believe that the audit evidence we have how we addressed those risks.
obtained is sufficient and appropriate to provide a basis for our These matters were addressed in the context of our audit of the
opinion. consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on specific
items of the consolidated financial statements.
Revenue recognition for fixed-priced contracts

Key audit matter Our response
Revenue for fixed-price contracts is recognized by stage of completion on the We examined the internal control system for recognition of
basis of costs incurred to date and to be incurred. revenue from fixed-price contracts. We tested the
effectiveness of the controls performed, particularly those
When a loss upon completion of a contract is likely, a provision for loss at related to costs incurred and to be incurred by contract.
completion is recorded.
We performed the following procedures on a selection of
We considered the recognition of revenue on fixed-price contracts to be a contracts based on both quantitative (significant unbilled and
key audit matter as the estimated costs on these contracts are based on deferred income) and qualitative (contracts with identified
operating assumptions which have a direct impact on the revenue and risks, unusual profitability, etc.) criteria:
operating margin of the consolidated financial statements.
The accounting principles for revenue recognition are disclosed in Note 3.1 to • We analyzed the contractual conditions and reconciled the
financial information in the contract follow-up form
the consolidated financial statements. prepared by management control (revenue, billing, costs
incurred, unbilled and deferred income) with the accounting
system;
• We verified the accuracy of the calculation of the standard
costs used to value the hours charged on the contracts;
• We assessed the costs to be incurred and the percentage of
completion of contracts selected by interviewing
management controllers;
• We performed analytical reviews of business units with
• We evaluated the assumptions used by the management to
determine losses upon completion identified for
loss-making contracts, if any.

Valuation of goodwill
As at 31 December 2017, goodwill is recorded in the balance sheet for a net Within the context of our audit, we examined the methods
carrying amount of 283,126 thousand euros, representing 30% of total used by the Group for impairment tests.
assets. These assets are the subject of impairment test at least once per year.
We performed the following procedures on the impairment
This impairment test is based on the value in use of each Cash Generating testing of each CGU:
Unit (CGU), determined on the basis of the discounted cash flow model,
requiring the use of assumptions and estimates. • We reconciled the 2018 forecast with the budget approved
by the Board of Directors;
CGUs correspond to the geographical areas used by the management for the
“Services” and “Software” business lines. • We evaluated the consistency of the key assumptions used
to determine cash flow models for 2019 to 2022;
We considered goodwill valuation to be a key audit matter in view of (i) the
significance of these assets in the consolidated balance sheet (ii) the • With assistance from our valuation specialists, we assessed
significance of the judgments made by the management in determining cash the discount rates used in relation to market references;
flow, discount rate and long-term growth assumptions. • We analyzed the sensitivity analyses performed by the
Impairment, if any, is recorded if the recoverable value is lower than the book management.
value. The recoverable value corresponds to the higher of the net fair value of
disposal expenses and the value in use, as disclosed in Note 8.2 to the
consolidated financial statements.
Valuation of capitalized development costs

As at 31 December 2017, capitalized development costs are recorded in the We performed the following procedures:
balance sheet for a net carrying amount of 49,900 thousand euros. These
assets are amortized over the useful life of the software programs and are • For projects presenting impairment indicators, we checked
also the subject of impairment tests on a yearly basis. that an appropriate impairment test was performed;
This impairment test is performed on the basis of the discounted cash flow • We reconciled the 2018 forecasts with the operating
model, which itself draws on operating budgets for the coming year and budgets approved by the management;
revenue forecasts for the following four years. • We challenged the consistency of the key assumptions used
We considered the valuation of capitalized development costs to be a key to determine cash flow amounts for 2019 to 2022.
audit matter due to the significance of the judgments and assessments made
by the management in determining cash flow assumptions for the entire
duration of the project.
Impairment, if any, is recorded when the recoverable amount is lower than
the book value. The recoverable amount corresponds to the higher of the fair
value and the value in use, as disclosed in Note 8.3 to the consolidated
Verification of the Information Pertaining to the Group Presented European Union and for such internal control as management
in the Management Report determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement,
As required by law we have also verified in accordance with
whether due to fraud or error.
professional standards applicable in France the information pertaining
to the Group presented in the management report of the Board of In preparing the consolidated financial statements, management is
Directors. responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
We have no matters to report as to its fair presentation and its
and using the going concern basis of accounting unless it is expected
consistency with the consolidated financial statements.
to liquidate the Company or to cease operations.
Report on Other Legal and Regulatory Requirements
The Audit Committee is responsible for monitoring the financial
Appointment of the Statutory Auditors reporting process and the effectiveness of internal control and risks
We were appointed as statutory auditors of GFI Informatique by the management systems and where applicable, its internal audit,
annual general meetings held on 19 May 2010 for Grant Thornton and regarding the accounting and financial reporting procedures.
on 21 May 2008 for ERNST & YOUNG et Autres. The consolidated financial statements were approved by the Board of
As at December 31, 2017, Grant Thornton and ERNST & YOUNG et Directors.
Autres were in the 8th year and 10th year of total uninterrupted Statutory Auditors’ Responsibilities for the Audit of the
engagement, respectively. Consolidated Financial Statements
Previous to that date, ERNST & YOUNG Audit had been statutory Objectives and audit approach
auditor since 1996.
Our role is to issue a report on the consolidated financial statements.
Responsibilities of Management and Those Charged with Our objective is to obtain reasonable assurance about whether the
Governance for the Consolidated Financial Statements consolidated financial statements as a whole are free from material
Management is responsible for the preparation and fair presentation misstatement. Reasonable assurance is a high level of assurance, but is
of the consolidated financial statements in accordance with not a guarantee that an audit conducted in accordance with
International Financial Reporting Standards as adopted by the professional standards will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are a material uncertainty exists, there is a requirement to draw
considered material if, individually or in the aggregate, they could attention in the audit report to the related disclosures in the
reasonably be expected to influence the economic decisions of users consolidated financial statements or, if such disclosures are not
taken on the basis of these consolidated financial statements. provided or inadequate, to modify the opinion expressed therein.
As specified in Article L.823-10-1 of the French Commercial Code • Evaluates the overall presentation of the consolidated financial
(Code de commerce), our statutory audit does not include assurance statements and assesses whether these statements represent the
on the viability of the Company or the quality of management of the underlying transactions and events in a manner that achieves fair
affairs of the Company. presentation.
As part of an audit conducted in accordance with professional • Obtains sufficient appropriate audit evidence regarding the
standards applicable in France, the statutory auditor exercises financial information of the entities or business activities within the
professional judgment throughout the audit and furthermore: Group to express an opinion on the consolidated financial
statements. The statutory auditor is responsible for the direction,
• Identifies and assesses the risks of material misstatement of the supervision and performance of the audit of the consolidated
consolidated financial statements, whether due to fraud or error, financial statements and for the opinion expressed on these
designs and performs audit procedures responsive to those risks, consolidated financial statements.
and obtains audit evidence considered to be sufficient and
Report to the Audit Committee
appropriate to provide a basis for his opinion. The risk of not
detecting a material misstatement resulting from fraud is higher We submit a report to the Audit Committee which includes in
than for one resulting from error, as fraud may involve collusion, particular a description of the scope of the audit and the audit
forgery, intentional omissions, misrepresentations, or the override program implemented, as well as the results of our audit. We also
of internal control. report, if any, significant deficiencies in internal control regarding the
• Obtains an understanding of internal control relevant to the audit accounting and financial reporting procedures that we have identified.
in order to design audit procedures that are appropriate in the Our report to the Audit Committee includes the risks of material
circumstances, but not for the purpose of expressing an opinion on misstatement that, in our professional judgment, were of most
the effectiveness of the internal control. significance in the audit of the consolidated financial statements of
• Evaluates the appropriateness of accounting policies used and the the current period and which are therefore the key audit matters that
reasonableness of accounting estimates and related disclosures
made by management in the consolidated financial statements.
we are required to describe in this report.
We also provide the Audit Committee with the declaration provided
5
• Assesses the appropriateness of management’s use of the going for in Article 6 of Regulation (EU) N° 537/2014, confirming our
concern basis of accounting and, based on the audit evidence independence within the meaning of the rules applicable in France
obtained, whether a material uncertainty exists related to events or such as they are set in particular by Articles L.822-10 to L.822-14 of
conditions that may cast significant doubt on the Company’s ability the French Commercial Code (Code de commerce) and in the French
to continue as a going concern. This assessment is based on the code of ethics (code de déontologie) for statutory auditors. Where
audit evidence obtained up to the date of his audit report. However, appropriate, we discuss with the Audit Committee the risks that may
future events or conditions may cause the Company to cease to reasonably be thought to bear on our independence, and the related
continue as a going concern. If the statutory auditor concludes that safeguards.
Neuilly-Sur-Seine and Paris-La Défense, March 21, 2018

The Statutory AuditorsFrench original signed by
GRANT THORNTON ERNST & YOUNG et Autres

French Member of Grant Thornton International
Samuel Clochard Pierre Jouanne


CORPORATE
FINANCIAL
STATEMENTS 6
6.1. CORPORATE FINANCIAL Note 14 Amortisation and depreciation 187
STATEMENTS 174 Note 15 Financial result 188
6.1.1. Balance sheet 174
Note 16 Extraordinary income (loss) 189
6.1.2. Income statement 175
Note 17 Employee profit sharing 189
6.2. NOTES TO THE CORPORATE Note 18 Corporation tax 190
FINANCIAL STATEMENTS 176 6.2.6. Other information 191
6.2.1. Significant events in the financial year 176 Note 19 Off balance sheet commitments 191
6.2.2. Subsequent events to the closing date 176 Note 20 Remuneration of Directors 193
6.2.3. Accounting rules and principles 177 Note 21 Average workforce 193
6.2.4. Notes to the balance sheet 180
Note 22 Information regarding the related parties 194
Note 1 Intangible assets 180 Note 23 Table of subsidiaries and shareholdings 195
Note 2 Property, plant and equipment 181
Note 3 Non-current financial assets 181
6.3. OTHER INFORMATION 198
6.3.1. Financial result for the last five financial years 198
Note 4 Trade receivables 182
6.3.2. Inventory of marketable securities 199
Note 5 Other receivables 183
Note 6 Accrual adjustments 183 6.4. STATUTORY AUDITOR'S REPORT
Note 7 Equity 184 ON THE FINANCIAL STATEMENTS 200
Note 8 Provisions for risks and costs 185
6.5 STATUTORY AUDITOR'S REPORT
Note 9 Financial liabilities 185
ON RELATED PARTY AGREEMENTS
Note 10 Operating and other liabilities 186 AND COMMITMENTS 203
6.2.5. Notes to the income statement 187
Note 11 Revenue 187
Note 12 Capitalised production costs 187
Note 13 Reversals of impairment, provisions and
transferred expenses 187

6 CORPORATE FINANCIAL STATEMENTS
Corporate financial statements
6.1. CORPORATE FINANCIAL STATEMENTS
6.1.1. Balance sheet
12.31.2017 12.31.2016
Depreciation
and
Intangible assets Note 1 152,617 (35,193) 117,424 117,840
Property, plant and equipment Note 2 26,351 (12,857) 13,494 12,644
Non-current financial assets Note 3 258,662 (32,805) 225,857 210,310
FIXED ASSETS 437,630 (80,855) 356,775 340,794
Goods purchased for resale 233 (48) 185 243
Advances paid on orders in progress 687 - 687 336
Trade receivables Note 4 236,744 (410) 236,334 229,012
Other receivables Note 5 124,476 (3,305) 121,171 93,734
Marketable securities - - - 5,001
Cash at bank and in hand 3,942 - 3,942 941
Prepaid expenses Note 6 12,755 - 12,755 10,015
CURRENT ASSETS 378,837 (3,763) 375,074 339,282
Deferred expenses 746 - 746 824
Unrealised exchange loss - - - -
TOTAL ASSETS 817,214 (84,619) 732,595 680,900
Share capital 133,141 133,141
Share, merger or contribution premiums 71,319 71,319
Legal reserve 9,243 8,083
Retained Earnings 46,986 34,918
Profit for the year 24,104 23,191
Regulated provisions 8,610 7,685
EQUITY Note 7 293,403 278,337
Provisions Note 8 916 2,748
Other equity 14 14
RESERVES AND OTHER EQUITY 930 2,762
Bonds Note 9 25,014 25,014
Loans and debts from banks Note 9 125,017 92,272
Sundry financial debts Note 9 41,282 40,597
Advances received on orders in progress 762 552
Trade payables Note 10 75,219 62,335
Tax and social security liabilities Note 10 124,530 126,979
Debts on fixed assets and associated accounts Note 10 2,043 672
Other debts Note 10 8,626 8,914
Deferred income 35,769 42,466
LIABILITIES 438,263 399,801
Unrealised currency gains -
TOTAL EQUITY AND LIABILITIES 732,595 680,900

CORPORATE FINANCIAL STATEMENTS
Corporate financial statements
6.1.2. Income statement

Sales of services 683,619 675,477
Sales of goods 660 6,628
REVENUE Note 11 684,279 682,105
Capitalised production costs Note 12 3,632 3,408
Operating subsidies - -
Reversals of impairment and provisions and transfers of costs Note 13 8,206 9,104
Other income 856 148
OPERATING INCOME 696,973 694,765
Other purchases and external charges (296,995) (293,665)
Taxes (other than corporation tax) (16,014) (16,424)
Salaries and stipends (251,787) (246,468)
Social security costs (111,074) (110,864)
Amortisations and depreciation Note 14 (7,377) (7,894)
Other costs (518) (354)
OPERATING COSTS (683,765) (675,669)
OPERATING RESULTS 13,208 19,096
Financial income from shareholdings 12,645 8,665
Income from other marketable securities and receivables on fixed assets - 1
Other interests and related income 15 50
Reversals of provisions and depreciations 9,443 6,000
Positive exchange-rate differences 71 4
FINANCIAL INCOME
Amortisations and depreciations on financial assets
22,174
(9,444)
14,720
(6,691)
6
Interest and other financial costs (3,257) (2,762)
FINANCIAL COSTS (12,701) (9,453)
FINANCIAL RESULT Note 15 9,473 5,267
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXES 22,681 24,363
Extraordinary income on management transactions 54 272
Extraordinary income on capital transactions 4,382 1,483
Reversals of extraordinary provisions and transfers of costs 3,839 18,392
EXTRAORDINARY INCOME 8,275 20,147
Extraordinary costs on management transactions (6,883) (22,119)
Extraordinary costs on capital transactions (4,474) (1,661)
Extraordinary amortisation and depreciations (3,731) (4,368)
EXTRAORDINARY EXPENSES (15,088) (28,148)
EXTRAORDINARY INCOME (LOSS) Note 16 (6,813) (8,001)
Employee profit sharing Note 17 - -
Profit-sharing bonus - -
Income tax Note 18 8,236 6,829
NET PROFIT/(LOSS) 24,104 23,191

Notes to the corporate financial statements
6.2. NOTES TO THE CORPORATE FINANCIAL

STATEMENTS
6.2.1. Significant events in the financial year
MANNAI CORPORATION ACQUIRES AN • on July 10, 2017, Boussard & Gavaudan shareholders sold
ADDITIONAL STAKE IN GFI INFORMATIQUE 11,231,313 Gfi Informatique shares namely (i) 8,702,227 Gfi
Informatique shares held by BG Select Investments Limited
As part of the Amendment to the shareholders’ Agreement entered (Ireland), and (ii) 2,529,086 Gfi Informatique shares held by
into on May 10, 2017, Apax and Boussard & Gavaudan agreed to sell Boussard & Gavaudan Holding Limited, to Mannai Corporation i.e.
their shares to Mannai Corporation in the following manner: approximately 17% of Gfi Informatique’s share capital and voting
• a “First Block” represents approximately 29% of Gfi Informatique’s rights.
share capital and voting rights, sold at a price of 8.00 euros during The acquisition of this “First Block” brings Mannai Corporation’s
the financial year as indicated below; shareholding to 81.2% of the share capital.
• a “Second Block” represents approximately 15% of the share
capital and voting rights which is expected to be sold at a price per
CHANGES IN SHAREHOLDING
share of 8.50 euros in Q2 2018.
In accordance with this commitment, the sale of the “First Block” was • on May 22, 2017, Gfi Informatique carried out a partial transfer of
carried out in two parts: assets to Gfi Conseil et Intégration de Solutions (“CIS”). In
exchange for this transfer, Gfi Informatique received Gfi CIS shares
• on June 19, 2017, Itefin Participations completed the sale of worth 87 thousand euros;
8,063,789 shares, i.e. approximately 12% of Gfi Informatique’s
share capital and voting rights. • on June 14, 2017, Gfi Informatique carried out the acquisition of 30%
of the share capital of Somafor Sarl in the amount of 1,292 thousand
euros, and Somafor RCI in the amount of 83 thousand euros;
• on November 30, 2017, Gfi Informatique acquired a 25% stake in
SL Process in the amount of 20 thousand euros.
6.2.2. Subsequent events to the closing date
PROPOSED FRIENDLY TAKEOVER BID FOR • the commitment of a group of entities and individuals to tender
REALDOLMEN BY GFI INFORMATIQUE their shares for the bid, amounting 21,94% of the share capital.
On February 23, 2018, Gfi Informatique and Realdolmen, a leading IT

services provider in Belgium and Luxembourg, announced the FINANCING : SIGNATURE OF A SYNDICATED
signature of a memorandum of understanding according to which Gfi LOAN AGREEMENT UNDER CONDITION
Informatique will file a voluntary and conditional takeover bid for
In the context of the friendly takeover bid on Realdomen, Gfi
Realdolmen with the Belgian Financial Services and Markets Authority
Informatique signed a syndicated loan agreement on February 21,
(FSMA). The bid is a cash offer.
2018, subject to the success of the takeover bid. The agreement
The transaction will deepen Gfi Informatique's footprint in Belgium provides for:
and Luxembourg, in line with its international expansion strategy.
With around 1,250 highly trained employees, Realdolmen is an
• a €200 million loan redeemable over five years (40% of the loan
will be repaid on maturity) to finance the acquisition of
independent ICT expert providing IT services to over 1,000 clients in
Realdolmen;
Benelux. It supports clients throughout the complete ICT-lifecycle,
combining support services in both infrastructure and applications • a bridge financing for €110 million to refinance the existing
with appropriate product offerings. syndicated loan and, potentially, also the existing private
placement. This loan will be refinanced by a new private placement;
The main terms of this transaction are:
• a €50 million loan for acquisitions, redeemable over five years,
• cash takeover bid for all the company's shares at an offer price of which represents new sources of funds for the Group's acquisitions
€37.00 per share, giving a value of some €196 million; and investments;
• the offer will be conditional on Gfi Informatique obtaining more • a five-year €50 million revolving credit to fund the Group's working
than 75% of Realdolmen's fully diluted share capital and voting capital requirements.
rights;

6.2.3. Accounting rules and principles
FOREWORD In particular, the carrying value of developpement costs activated is

compared to the value in use. The estimation of the value in use is
The year-end financial statements have been prepared in accordance made via the discounted cash flow method, based on operational
with French accounting standards authority and especially with the budget for the following year and expectation of changes in revenue
regulation No. 2014-03 related to the General accounting principles for the next four years. If applicable, an impairment loss is recognised
applicable. if the value in use is lower than the accounting value.
Accelerated amortisation is recognised on capitalised expenses for
INTANGIBLE ASSETS software created for internal use and capitalised development costs.
Business assets PROPERTY, PLANT AND EQUIPMENT

The business assets have an unlimited lifetime and in compliance with
Property, plant and equipment (tangible fixed assets) are recognised
accounting rules, are subject to an impairment test once a year.
at their acquisition cost.
The value in use is determined using an estimate of discounted future
Maintenance and repair costs are recognised as expenses of the
cash flows according to the following principles:
financial year.
• cash flows are based on five-year forecasts;
Depreciation is calculated using the straight-line method over the
• the discount rate is the weighted average cost of capital for the estimated useful lives. These useful lives are principally as follows:
sector;
• hardware: 1 to 5 years;
• the terminal value is calculated by totalling to infinity the
discounted cash flows, calculated according to a standardised flow • motor vehicles: 5 years;
and a perpetual growth rate. This growth rate is consistent with the • office equipment and other assets: 5 to 10 years.
development potential of the markets in which the concerned
entity operates as well as with its competitive positioning.
NON-CURRENT FINANCIAL ASSETS
If applicable, an impairment loss is recognised when the value in use is
lower than the value recorded on the balance sheet. Shareholdings and other long-term investments
The share of business assets associated with customers is amortised
Shareholdings appear on the balance sheet at their acquisition cost.
according to the straight-line method over five years.
Software and development costs

An impairment is recorded when the book value is lower than the
acquisition value.
6
The costs related to these acquisitions are posted to exceptional costs.
Software purchased is recognised at its acquisition cost and amortised
under the straight-line method, according to its expected length of The book value is notably determined by taking into account the share
use from one to five years. of Gfi Informatique in the equity of these companies and the
profitability prospects valued with reference to the discounted future
Software developed for internal use is recorded in the assets on the cash flows of these companies according to the following principles:
balance sheet and amortised according to the straight-line method, as
of its commissioning, over the anticipated useful life of five to ten • cash flows are based on five-year forecasts;
years. • the discount rate is the weighted average cost of capital for the
sector;
Development costs are recorded in the assets on the balance sheet
and amortised by the straight-line method, as of commissioning, over • the terminal value is calculated by totalling to infinity the
the anticipated useful life of five years. discounted cash flows, calculated according to a standardised flow
and a perpetual growth rate. This growth rate is consistent with the
The assement of the value of the fixed assets is carried out each year,
development potential of the markets in which the concerned
or more frequently if events or circumstances, internal or external,
entity operates as well as with its competitive positioning.
indicate that a write-down is likely to occur. Performances
significantly lower than the budgets on which the framework of the Treasury shares acquired in the context of the share buyback
evaluations previously carried out, are considered as an indication of programme with multiple goals are considered to be long-term
impairment. investments. When their acquisition value is lower than the average
prices in the last month, an impairment is recorded equal to the
difference between the historic price and the average monthly price.

Receivables associated with shareholdings Marketable securities

In terms of cash management, Gfi Informatique and its subsidiaries The marketable securities are shown on the balance sheet at their
have common financial interests. An optimisation of the management acquisition value or at their book value if the latter is lower. The
of their flows, needs and excesses of cash is performed by the parent valuation is estimated globally by type of investment according to the
company. These transactions are regulated by cash agreements signed official prices on the closing date of the financial year.
between Gfi Informatique and its subsidiaries.
The amounts made available to Gfi Informatique by its subsidiaries are DEFERRED EXPENSES
remunerated on the basis of the quarterly average of the three-month
Euribor plus 1.05%. The cost of issuing debt is recognised in deferred charges and spread
over the term of the borrowing.
The amounts loaned by Gfi Informatique to its subsidiaries are
remunerated on the basis of the quarterly average of the three-month The capital increase fees are recorded net of tax on the issue
Euribor plus 1.55%. premiums.
This rule is used to calculate current account interests close to the
actual interest rates applied by banks and credit institutions. CONVERSION OF ITEMS IN FOREIGN
The decision whether or not to impair the current account advances CURRENCIES
and receivables linked to shareholdings is taken essentially in the light
The debts and receivables in foreign currencies are converted to the
of the companies’ shareholders’ equity and their profitability forecasts
exchange rate as at December 31. The latent exchange rate losses
calculated on the basis of their discounted future cash flows.
caused by this conversion are provisioned.
CURRENT ASSETS PROVISIONS FOR LIABILITIES AND CHARGES

Trade receivables Provisions are made to cover the risks and costs that are clearly
specified with respect to their purpose, if the events which have
IMPAIRMENT OF TRADE RECEIVABLES occurred make them probable and if they can be valued reliably.
Receivables for which the maturity has been exceeded by more than
Gfi Informatique does not provision its commitments relating to
12 months are analysed on a case-by-case basis and impaired
long-term staff benefits. The pension commitments which appear in
according to the risk of default, where applicable, with the exception
off-balance-sheet commitments are valued according to the
of the receivables guaranteed by the company Euler Hermes Sfac and
provisions of ANC Recommendation no. 2014-03.
receivables owed by government offices which are not subject to
disputes.
Receivables subject to disputes are impaired on a case-by-case basis. FINANCIAL INSTRUMENTS
FACTORING OF TRADE RECEIVABLES Gfi Informatique subscribes derivatives in order to manage its interest
rate and exchange rate risks. The hedge accounting method applied is
Gfi Informatique factors the majority of its trade receivables to BNP in line with Article 372-2 of the PCG (French general accounting
Paribas Factor. An insurance partially covers default risk. standards). To be classified as a hedging instrument, the derivatives
Trade receivables subject to drawing are kept in the “trade must be intended to reduce the risk of a change in value of the item
receivables” item. A counterpart entry is posted to “financial debt”. hedged and there must be a correlation between the value of the item
hedged and the derivative instrument.
When there is a non-recourse factoring arrangement, receivables for
which nearly all risks and benefits have been transferred not longer The rate spread on these financial instruments is recognised in the
appear under “trade receivables”. financial result.
Other receivables
REVENUES
When there is a non-recourse agreement to sell these items,
Rules for the recognition of revenue are summarised below:
receivables for which nearly all risks and benefits have been
transferred do not appear under “Other receivables”.
1. Technical assistance, consulting and systems
CICE integration billed at cost
The tax credit for competitiveness and employment (CICE) is a tax Revenue arising from these services is recognised as and when the
credit granted by French tax authorities. The CICE is calculated as a services are rendered. Revenue is determined by reference to the
percentage of gross salaries below a certain limit. It is recognised as a contractually agreed price and to billable chargeable hours spent on
deduction from staff costs in the income statement. the job. Invoices to be raised or deferred income are recognised when
billing is out of phase with the stage of completion.

2. Services invoiced for a fixed amount 5. Maintenance

Revenue arising from these services is recognised overtime on the Revenue arising from maintenance is recognised prorata temporis over
basis of costs incurred to date and costs that will be incurred the length of the contract.
subsequently. When it is probable that costs will exceed revenue, the
expected loss is recognised immediately. Invoices to be raised or
deferred income are recognised when billing is out of phase with the INCOME TAX EXPENSE
stage of completion. The tax is calculated according to the rate applicable at the end of the
financial year.
3. System integration relating to hardware
sales 1. Tax pooling
The share of the revenue arising from the sale of hardware is Gfi Informatique is the head of a tax consolidation Group. The Group
recognised on the transfer of the risks and rewards of ownership to comprises all its French subsidiaries and sub-subsidiaries which were
the buyer. This transfer generally occurs on delivery, except when wholly-owned as at January 1 of the financial year.
projects are of an unusually complex nature and may present
particular completion risks, in which case projects are considered in Gfi Informatique recognises the tax cost for the entire tax group in the
their entirety and revenue is recognised according to the stage of income statement. Gfi Informatique does not return the tax saving
completion. In this case, the project is considered as a whole and the made as a result of the deficits of consolidated companies.
revenue is recorded overtime.
2. CIR
The share of revenue relating to services is recorded overtime on the
basis of the costs incurred and the costs remaining to be incurred. Research tax credits are recognised in tax income.
4. Sales of software and hardware

EXTRAORDINARY INCOME (LOSS)
Revenue from the sale of software packages and hardware
The extraordinary costs and income consist of items which, due to
independently of any services is recognised when risks have been
their nature, their unusual character and non-recurrence, cannot be
transferred to the buyer. This transfer occurs on delivery.
considered to be inherent to the operating activities of the Company.

6.2.4. Notes to the balance sheet
NOTE 1 Intangible assets
Effect of
mergers and
(in thousands of euros) 12.31.16 Increases Decreases reclass. 12.31.2017
Set-up costs 437 - - - 437
Business assets 101,112 - - - 101,112
Customer Relations 16,160 - - - 16,160
Development costs 3,232 - - 1,162 4,394
Computer software 22,531 982 (1) 2,628 26,140
Intangible assets – work in progress 4,263 3,901 - (3,790) 4,374
GROSS VALUES 147,735 4,883 (1) - 152,617
Set-up costs 437 - - - 437
Business assets - - - - -
Customer Relations 9,381 609 - - 9,990
Development costs 943 930 - - 1,873
Computer software 13,600 2,959 - - 16,559
Intangible assets – work in progress - - - - -
DEPRECIATION 24,361 4,498 - - 28,859
Business assets 5,534 - - - 5,534
Computer software - 800 - - 800
IMPAIRMENT LOSSES 5,534 800 - - 6,334
NET VALUES 117,840 (415) (1) - 117,424
The impairment of computer software relates to the ERP Théseus, which is planned to be scrapped following the scheduled change of ERP within
the Group.
The intangible assets - work in progress include both Software projects for internal use and development costs. (See Note 12 – Capitalised
production costs).
Customer Relations is broken down as follows:
12.31.2017
(in thousands of euros) Acquisition Date Gross value Expensed 2017 Acc. Deprec. Net value
Gfi BUS – Customer Relations 10.01.2015 14,094 609 7,924 6,170
Gfi IES – Customer Relations 07.01.2006 1,066 - 1,066 -
Euvoxa – Customer Relations 01.01.2009 1,000 - 1,000 -
TOTAL 16,160 609 9,990 6,170

NOTE 2 Property, plant and equipment
Effect of mergers
(in thousands of euros) 12.31.16 Increases Decreases and reclass. 12.31.2017
Vehicles 131 - - - 131
Plant, equipment and tools 14,115 2,934 (3,997) 4,138 17,190
Office materials and furniture 4,041 665 (88) 25 4,643
IT hardware 3,193 1,067 (992) (11) 3,257
Assets –work in progress 2,184 3,109 - (4,163) 1,130
GROSS VALUES 23,664 7,775 (5,077) (11) 26,351
Vehicles 131 - - - 131
Plant, equipment and tools 6,366 1,705 (380) - 7,691
Office materials and furniture 1,644 420 (56) - 2,008
IT hardware 2,879 334 (182) (4) 3,027
DEPRECIATION 11,020 2,459 (618) (4) 12,857
NET VALUES 12,644 5,316 (4,459) (7) 13,494
NOTE 3 Non-current financial assets
Effect of mergers
(in thousands of euros) 12.31.16 Increases Decreases and reclass. 12.31.2017
Shareholdings 154,167 3,119 - - 157,286
Treasury shares 962 832 (762) - 1,032 6
Payment of non-capitalised contribution 5,823 - - - 5,823
Receivables associated with shareholdings 77,235 54,234 (47,288) - 84,181
Loans 3,657 1,198 (154) - 4,701
Deposits 3,498 465 (116) - 3,847
Other long-term receivables 1,078 829 (115) - 1,792
GROSS VALUES 246,420 60,677 (48,435) - 258,662
Shareholdings 17,902 5,238 9,443 - 13,697
Payment of non-capitalised contribution 5,823 - - - 5,823
Receivables associated with shareholdings 12,385 900 - - 13,285
IMPAIRMENT LOSSES 36,110 6,138 9,443 - 32,805
NET VALUES 210,310 54,539 (38,992) - 225,857
SHAREHOLDINGS • Somafor RCI shares in the amount of 83 thousand euros,

The shareholdings are detailed in the table of subsidiaries and
• capital increase carried out by Gfi Conseil et Intégration de
Solutions (“CIS”) in the amount of 87 thousand euros,
shareholdings shown in Note 23. The change in the gross value of
equity investments breaks down as follows: • SL Process shares in the amount of 20 thousand euros.
The impairment of shareholdings taking into account the inventory
• shareholdings acquired includes:
value determined at December 31, 2017 based on five-year forecasts
• Impaq UK shares in the amount of 1,637 thousand euros, with a discount rate of 9% and 12%, and the net equity of subsidiaries
• Somafor Sarl shares in the amount of 1,292 thousand euros, amounted to 13,697 thousand euros.

These are broken down as follows: PAYMENT OF NON-CAPITALISED

• Gfi International for 2,457 thousand euros; CONTRIBUTION
• Awak’IT for 5,650 thousand euros; The payment of non-capitalised contribution relates to a “quasi
• Gfi Informatique Entreprise Solutions for 3,390 thousand euros; capital” payment of 5,823 thousand euros made to the German
subsidiary Gfi Informatik Holding GmbH. This amount has been fully
• Gfi Impaq UK for 1,637 thousand euros;
impaired.
• Gfi Benelux for 235 thousand euros;
• Gfi Informatique Télécom for 326 thousand euros;
RECEIVABLES ASSOCIATED WITH
• Dacrydium Interactive Paris for 2 thousand euros.
SHAREHOLDINGS
Receivables associated with shareholdings refer to the current
TREASURY SHARES accounts of subsidiaries under the Group’s cash management
Treasury shares totalled 1,032 thousand euros, corresponding to agreements.
158,825 shares and representing 0.2% of the share capital. During the The impairments for receivables associated with shareholdings
financial year: amounts to 13,285 thousand euros related to the current accounts of:
• 106,173 shares were purchased at an average price of 7.84 euros;
• Gfi Informatik Holding GmbH for 12,385 thousand euros;
• 96,348 shares were sold at an average price of 7.91 euros.
• Gfi Benelux for 900 thousand euros.
NOTE 4 Trade receivables

Customers excluding the Group 18,644 17,917
Group customers 10,480 7,682
Receivables sold to factoring companies 121,737 121,347
Invoices to be issued 85,559 81,212
Bad debts 311 312
Bills receivable 13 949
TRADE RECEIVABLES, GROSS 236,744 229,419
Depreciation on bad debts (410) (407)
NET TRADE RECEIVABLES 236,334 229,012
All of the trade receivables and associated accounts have a maturity of less than one year.
Trade receivables sold under a non-recourse factoring contract represent 5,190 thousand euros, including taxes.

NOTE 5 Other receivables

National and other gov’t bodies
CICE tax credit 985 1,104
Other tax credits of the tax consolidation group 24,401 26,710
Value added tax 12,936 9,540
Other taxes 465 357
Tax on dividends receivable 459 -
Subsidiaries
Subsidiaries in tax consolidation, income tax 2,064 1,821
Group current accounts in debit 81,625 52,290
Employee receivables 928 788
Sundry debtors 453 507
Credits to be received 161 617
TOTAL 124,476 93,734
Depreciation of other receivables (3,305) -
TOTAL OTHER RECEIVABLES 121,171 93,734
The depreciation of receivables is related to the following Group 2. Research tax credits (CIR)
current accounts in debit:
Research tax credits include the portion recognised by the Company
• Awak’IT for 2,883 thousand euros; due to its subsidiaries in the tax consolidation Group, in the amount of
• Gfi Informatique Télécom for 422 thousand euros. 8,482 thousand euros. The offsetting entry is shown in liabilities as
“Tax liabilities” in the same amount (see Note 10 Operating and other
TAX CREDITS OF THE TAX CONSOLIDATION
GROUP
liabilities).
6
MATURITIES
1. Tax credit for competitiveness and
employment (CICE) All other receivables have a maturity of less than one year, with the
exception of receivables from tax savings from reasearch tax credit
Gfi Informatique’s CICE receivable for 2017 was 7,967 thousand euros
(CIR) relating to the 2015-2017 period, in the amount of
and was sold without recourse. In accordance with accounting
24,401 thousand euros.
principles, it appears in cash for the amount received.
NOTE 6 Accrual adjustments

PREPAID EXPENSES DEFERRED EXPENSES
The prepaid expenses correspond to the operating costs incurred The deferred expenses over several financial years relate to the
during the financial year which are attached to the following financial expenses incurred on subscription of:
year.
• the bonds of June and August 2014;
• the syndicated loan of October 2015;
• the amendment of the October 2015's loan in July 2017.
These costs are amortised over the respective lifetimes of these loans.

Gross Acc.
values Deprec. Net value Net value
(in thousands of euros) 12.31.2016 12.31.2016 12.31.2016 Increase Deprec Reclassification CP 12.31.2017
2014 bond issue costs 320 (147) 173 - (58) - 115
2015 loan issue costs 864 (213) 651 - (174) - 477
2017 loan issue costs - - - 177 (23) - 154
TOTAL DEFERRED EXPENSES 1,184 (360) 824 177 (255) - 746
NOTE 7 Equity
Before Allocation of Before

allocation at Dividend 2016 net 2017 net allocation at
(in thousands of euros) 12.31.2016 Variation distribution income income 12.31.2017
Share capital 133,141 - - - - 133,141
Issue premiums 71,004 - - - - 71,004
Merger premiums 315 - - - - 315
Legal reserve 8,083 - - 1,160 - 9,243
Retained Earnings 34,918 - - 12,068 - 46,986
Profit for the year 23,191 - (9,963) (13,228) 24,104 24,104
Regulated provisions 7,685 925 - - - 8,610
TOTAL 278,337 925 (9,963) - 24,104 293,403
SHARE CAPITAL 2016 authorisation to award free shares

At December 31, 2017, share capital was 133,141,542 euros, The Board of Directors' meeting on February 21, 2018 approving the
consisting of 66,570,771 shares with a par value of 2 euros. These results for the financial year ended December 31, 2017, noted that the
shares are all of the same category. Treasury shares do not result in conditions specified in the Plan of January 21, 2016 had been partially
the payment of dividends. met, due to exceptional and unforeseeable events, and on a proposal
by the Appointments and Compensation Committee authorised the
final allocation of 77,500 free shares.
REGULATED PROVISIONS
The regulated provisions refer to the additional accumulated
amortisation recorded for Software used internally and capitalised PROPOSED ALLOCATION OF INCOME
development costs. The financial year 2017 income allocation proposal reads as follows:
“The General Meeting, having satisfied the quorum and majority
FREE SHARE PLAN requirements for Ordinary General Meetings:
Rights to award free shares: January 21, 2016 • recorded a profit for the financial year ended December 31, 2017 of
24,104 thousand euros;
plan
• recorded a distributable profit, after allocation to the legal reserve,
On January 21, 2016 the Board of Directors, availing themselves of the of 69,885 thousand euros;
authorisation granted by the Extraordinary General Meeting of • decided to allocate the distributable profit as follows:
Shareholders on November 18, 2015, decided to award free shares of
Gfi Informatique stock to certain employees.
• 9,985 thousand euros as a dividend to shareholders,
• 59,900 thousand euros in retained earnings.”
In total, 310,000 free shares were awarded to the beneficiaries
designated by name by the Board of Directors subject to certain
conditions:

NOTE 8 Provisions for risks and costs
CHANGES IN PROVISIONS FOR RISKS AND COSTS
Effect of
Reversals mergers and
(in thousands of euros) 12.31.16 Expensed Reversals used not used reclass. 12.31.2017
Labour court litigation and other labour
disputes 1,030 235 (370) - - 895
Tax and social security contingencies 1,718 - - (1,697) - 21
TOTAL PROVISIONS 2,748 235 (370) (1,697) - 916
Depreciation and reversals of provisions for risks are recorded in extraordinary income (loss).
The provisions for tax and social security contingencies which were no longer applicable were reversed during the financial year.
NOTE 9 Financial liabilities

The table below gives a breakdown of the maturity dates of loans and debts as at December 31, 2017:
Maturities of 1 to
(in thousands of euros) 31.12.2017 1 year 5 years 31.12.2016
Bonds 25,000 - 25,000 25,000
Accrued interest on bond debt 14 14 - 14
BONDS 25,014 14 25,000 25,014 6
Medium-term loans and debts from banks 79,209 22,926 56,283 78,080
Accrued interest not yet due 14 14 - 5
Factor drawing 16,782 16,782 - 5,857
Bank overdrafts 29,012 29,012 - 8,330
LOANS AND DEBTS FROM BANKS 125,017 68,734 56,283 92,272
Debts associated with Group shareholdings 40,048 - 40,048 39,361
Deposit received (ITN/Filhet Allard) 1,152 1,152 - 1,152
Outstanding interest incurred towards subsidiaries 82 82 - 84
DEBTS ASSOCIATED WITH SHAREHOLDINGS 41,282 1,234 40,048 40,597
TOTAL 191,313 69,982 121,331 157,883
BOND ISSUE
Bond issue characteristics

Number of bonds issued 250
Nominal value (in euros) 100,000
Issue price (in euros) 100,000
Total amount of the issue (in euros) 25,000,000
Interest rate (paid annually in arrears) 3.947%
Anticipated redemption date 12.27.2019

BANK LOANS Bank covenants

Syndicated loans The credit agreement of October 9, 2015 with a pool of banking
institutions and the bonds feature so-called default covenants in the
As part of the Company’s bank debt restructuring: form of financial covenants that are measured at the yearly and
• the syndicated loan for a total initial amount of 82.6 million euros half-yearly reporting dates.
amounts to 68.8 million euros at December 31, 2017; As part of its main bank loan, the Company committed to complying
• on July 27, 2017, the Company signed an amendment to the with certain ceilings on net investments.
syndicated loan providing a sum of 12 million euros leading to a Based on the 2017 balance sheet and performance, Gfi Informatique is
drawn down of 10.4 million euros. below the thresholds set under these contracts and the covenants have
been adhered to at the date of publication of this document. Further
details can be found in Note 6 to the consolidated financial statements.
NOTE 10 Operating and other liabilities
of which accrued
(in thousands of euros) 31.12.2017 expenses 31.12.2016
ADVANCES AND PAYMENTS ON ACCOUNT 762 - 552
Trade payables 39,932 - 32,507
Invoices not received 35,287 35,287 29,828
TRADE PAYABLES 75,219 35,287 62,335
Social security debts
Works Council and remuneration due 370 - 756
Provision for paid holidays, 13th month and ARTT 22,869 22,869 22,482
Provision for bonus 1,833 1,833 2,641
Other debts towards staff 770 770 1,642
Debts towards social-security bodies
Social security 20,401 - 20,559
Social security costs on provisions for paid holidays, 13th month and ARTT
(work-time organisation) 11,245 11,207 11,017
Social security costs on provisions for bonus 897 897 1,294
Organic provision 1,056 1,056 1,044
Other provisions for costs (bonus, apprenticeship tax, construction tax, etc.) 7,092 7,130 7,399
Tax debts
Value added tax 49,073 49,073 46,988
Subsidiaries in tax consolidation, tax credits due 8,482 - 7,091
French government, income tax 177 - 177
CET 91 91 940
TVTS 174 174 41
VAT dispute - - 2,908
TAX AND SOCIAL SECURITY LIABILITIES 124,530 95,100 126,979
Suppliers of fixed assets 814 - 672
Invoices not received for fixed assets 1,229 1,229 -
DEBTS ON FIXED ASSETS AND ASSOCIATED ACCOUNTS 2,043 1,229 672
Credits notes to be issued 7,708 7,708 7,510
Miscellaneous creditors 918 918 1,404
OTHER DEBTS 8,626 8,626 8,914
All the operating liabilities have a maturity of less than one year, with the exception of the tax credit due to the consolidated subsidiaries. The
maturity schedule for this amount mirrors that of the related receivables (see Note 5).

6.2.5. Notes to the income statement
NOTE 11 Revenue
(in thousands of euros) 31.12.2017 France Foreign

Sales of goods 660 569 91
Sales of services 683,619 664,282 19,337
REVENUE 684,279 664,851 19,428
in % 100% 97% 3%
NOTE 12 Capitalised production costs

Capitalised production amounted to 3,632 thousand euros, of which:
• 2,137 thousand euros were for capitalised development costs;
• 1,495 thousand euros were for fixed assets intended for in-house use.
NOTE 13 Reversals of impairment, provisions and transferred

expenses
6
Reversed depreciation of current assets 147 274
Reversed depreciation provisions - -
Transferred expenses 8,059 8,830
TOTAL 8,206 9,104
Transferred expenses mainly include the following items: • audit and due diligences fees to acquire new shareholdings in the
amount of 1,754 thousand euros;
• employee redundancy costs in the amount of 3,879 thousand
euros; • moving costs in the amount of 657 thousand euros;
• miscellaneous other operating expenses in the amount of
577 thousand euros.
NOTE 14 Amortisation and depreciation

Amortisation on intangible assets note 1 4,498 5,513
Amortisation on property, plant and equipment note 2 2,459 2,033
Amortisation of deferred expenses note 6 255 232
Depreciation on current assets 165 116
TOTAL 7,377 7,894

NOTE 15 Financial result

The items composing the financial result are as follows:

Revenue from shareholdings 10,000 7,000
Revenue from current accounts 2,645 1,665
Net income on transfers of marketable securities - 1
Foreign exchange gains 71 4
Other financial income 15 50
Reversals of impairments on shareholdings 9,443 6,000
Reversals of other financial provisions - -
FINANCIAL INCOME 22,174 14,720
Interests on loans (2,073) (1,481)
Interests on current accounts (308) (413)
Bank interests (432) (315)
Factoring interests (342) (200)
Foreign exchange losses (36) (108)
Impairments on shareholdings 5,238 (6,434)
Impairments of Group current accounts and receivables associated with shareholdings 4,206 (257)
Other financial costs (66) (245)
FINANCIAL COSTS (12,701) (9,453)
FINANCIAL RESULT 9,473 5,267
REVENUE FROM SHAREHOLDINGS IMPAIRMENTS ON SHAREHOLDINGS

Gfi Informatique recorded 10,000 thousand euros of dividends in • Impairments on shareholdings break down as follows:
2017, broken down as follows: • Awak'IT for 1,649 thousand euros;
• Gfi Progiciels paid dividends in the amount of 4,000 thousand euros; • Gfi Informatique Entreprise Solutions for 1,390 thousand euros;
• Gfi Informatique-Production paid dividends in the amount of • Impaq UK for 1,637 thousand euros;
3,000 thousand euros;
• Gfi Informatique Telecom for 327 thousand euros;
• Gifimo paid dividends in the amount of 300 thousand euros;
• Gfi Benelux for 235 thousand euros.
• Gfi NV paid dividends in the amount of 500 thousand euros; The reversal of the provision on shareholdings concerns the subsidiary
• Gfi PSF paid dividends in the amount of 200 thousand euros; Gfi International.
• Gfi Portugal must pay dividends in the amount of 2,000 thousand The impairment losses on Group current accounts and receivables
euros. attached to shareholdings concern:
• Awak'IT for 2,883 thousand euros;
• Gfi Informatique Telecom for 422 thousand euros;
• Gfi Benelux for 900 thousand euros;
• Gfi Informatique Holding GmbH for 1 thousand euros.

NOTE 16 Extraordinary income (loss)

The items comprising extraordinary income are as follows:
2017 2017
Extraordinary Extraordinary
(in thousands of euros) 2017 income expenses
Costs of employee redundancies (3,879) - (3,879)
Costs of audit and due diligence (1,754) - (1,754)
Miscellaneous fees and charges paid for extraordinary transactions (577) - (577)
Rent and charges paid for unoccupied offices (657) - (657)
Costs of tax adjustments (16) - (16)
Other 54 54 -
EXTRAORDINARY INCOME AND EXPENSE FOR OPERATING ACTIVITIES (6,829) 54 (6,883)
Capital gains and losses on the purchase of treasury shares 3 18 (15)
Disposal of fixed assets, selling price and NAV of the items sold (95) 4,364 (4,459)
EXTRAORDINARY INCOME AND EXPENSE FOR INVESTMENT ACTIVITIES (92) 4,382 (4,474)
Allowances and reversals of provisions for liabilities and charges 1,400 1,400 -
Allowances and reversals of accelerated depreciation (924) 1,772 (2,696)
Allowances and reversals of provisions for risks linked to labour court litigation
and other labour disputes 135 370 (235)
Other allowances and reversals (503) 297 (800)
ALLOWANCES AND REVERSALS OF EXTRAORDINARY PROVISIONS 108 3,839 (3,731)
EXTRAORDINARY INCOME (LOSS) (6,813) 8,275 (15,088)
COSTS OF EMPLOYEE REDUNDANCIES MISCELLANEOUS FEES AND CHARGES PAID

Employee redundancy costs linked to restructuring operations are not
FOR EXTRAORDINARY TRANSACTIONS 6
considered to be inherent in the Company’s operations. These costs, These costs relate to fees considered as not inherent to the
net of the related provision reversals, amounted to 3,744 thousand Company’s operating activity. They totalled 577 thousand euros.
euros for financial year 2017.
RENT AND CHARGES PAID FOR UNOCCUPIED
COSTS OF AUDIT AND DUE DILIGENCE OFFICES
These costs relate to due diligence and audits of target companies in These costs relate to the various moves and related charges
connection with our external growth strategy. They totalled concerning premises that remained unoccupied during the financial
1,754 thousand euros. year, for a total of 657 thousand euros.
NOTE 17 Employee profit sharing

Under the agreement entered into by the Economic and Social Unit The Company will distribute 738 thousand euros in respect of profit
(ESU) comprising Gfi Informatique, Gfi Progiciels and Gfi sharing for financial year 2017 to ESU employees.
Informatique-Production, the employee profit sharing for the financial
year is not calculated according to Common law rules unless the latter
would be more advantageous for employees.

NOTE 18 Corporation tax

For the financial year, the Company recorded an after-tax income of 8,236 thousand euros, which is broken down below:
(in thousands of euros) Current Extraordinary 2017

Net accounting profit/loss 30,917 (6,813) 24,104
Income tax (8,236) - (8,236)
ACCOUNTING INCOME BEFORE INCOME TAX AND PROFIT SHARING 22,681 (6,813) 15,868
Reintegrations 1,211 - 1,211
Deductions (19,045) (2,935) (21,980)
TAXABLE BASIS PASSED TO THE TAX CONSOLIDATION GROUP 4,847 (9,748) (4,901)
Income tax, income from integrated companies 2,064
Income tax, tax Group charge (50)
TOTAL INCOME TAX 2,014
Taxes on dividends paid and others 459
Carry-back -
Apprenticeship training tax credit -
Family tax credit -
Research tax credits 5,763
TOTAL CORPORATION TAX 8,236
TAX POOLING TAX DEFICIT

In France, the Gfi Informatique tax consolidation Group at The Company has a carryable tax deficit:
December 31, 2017 included the net profit or loss for the period of the
following 16 companies:
• of 38,169 thousand euros for the tax consolidation of which it is
the parent company;
Gfi Informatique, Gfi Progiciels, Gfi Infogen Systems, Gfi • of 2,085 thousand euros corresponding to its own losses.
Informatique-Production, Gfi Informatique Entreprise Solutions, Gfi
In connection with the tax consolidation Group, Gfi Informatique used
Business Transformation, Addstones, Cognitis France, Awak’IT, Tikawa
tax losses of the following consolidated subsidiaries: Gfi Progiciels, Gfi
Productions, ITN Consultants, Gfi Informatique et Télécom, S.C.I.
Informatique Télécom, Gfi Infogen Systems, Gfi Informatique
Gifimo, Business Document, Novulys, Metaware Technologies.
Entreprise Solutions, Addstones, Cognitis France, Metaware
Technologies, Novulys, Tikawa Productions, Awak’IT and ITN
Consultants, and did not provision for the return of the tax savings
realised.
INCREASE AND DECREASE OF FUTURE TAX LIABILITY
(in thousands of euros) Basis Taxes

Solidarity contribution 1,063 354
Participation in construction efforts - -
TOTAL REDUCTIONS 1,063 354

6.2.6. Other information
NOTE 19 Off balance sheet commitments
OFF BALANCE SHEET COMMITMENTS RELATED TO OPERATING ACTIVITIES

Rent payment guarantees 158 385
Guarantees on customer contracts 425 437
Guarantees on supplier contracts 41 33
BANK GUARANTEES 624 855
Bank guarantee 114 1,000
GUARANTEES GRANTED TO SUBSIDIARIES 114 1,000
On real estate leases 37,779 33,531
On equipment leases 6,201 3,146
LEASE LIABILITIES 43,980 36,677
On retirement indemnities 26,648 22,981
OTHER 26,648 22,981
Guarantees granted to subsidiaries • the lease agreement for the Meudon site, signed in 2015, is a
nine-year fixed term agreement. At December 31, 2017, the
Bank guarantees were given to: obligation was 3.2 million euros;
• Gfi Progiciels for 34 thousand euros; • the lease agreement for the Lyon site, signed in 2016, is a six-year
• Roff for 80 thousand euros. fixed term agreement. At December 31, 2017, the obligation was
Commitments on real estate leases

3.1 million euros. 6
Commitments on equipment leases
As regards its commitments on real estate leases, the Company
primarily holds the following contracts: The payments still outstanding on equipment rental contracts as at
December 31, 2017 are as follows:
• lease for the registered office in Saint-Ouen: renewed on
October 26, 2015 for a six-year fixed term agreeement. At • less than one year: 2,624 thousand euros;
December 31, 2017, the obligation was 14.6 million euros; • past one year: 3,577 thousand euros.
• lease for the Toulouse site: signed in 2012 for a six-year fixed term
agreement. At December 31, 2017, the obligation was 3.7 million Commitments on finance leases
euros; There were no financial lease contracts in place on December 31,
• lease for Rue Mozart in Clichy: signed in 2014 for a six-year fixed 2017.
term agreement. At December 31, 2017, the obligation was
3.5 million euros; Construction tax
The Company planned to pay the tax for construction for FY2017 by
making a payment to an authorised collection agency in the form of a
long-term loan. This payment will be made at the end of 2018 in the
amount of 1,125 thousand euros.

Commitments in respect of retirement OFF BALANCE SHEET COMMITMENTS RELATING

indemnities TO FINANCING ACTIVITIES
Gfi Informatique’s commitments for retirement indemnities stood at Collateral pledged

26,648 thousand euros as at December 31, 2017 compared to
22,981 thousand euros as at December 31, 2016. On October 9, 2015, Gfi Informatique pledged all the shares it held in
its subsidiary Gfi Progiciels to the banking pool under the credit
These commitments are estimated using the method of projected agreement dated October 9, 2015.
credit units. The projected unit credit sees each period of service as
giving rise to an additional unit of benefit entitlement applying the
Commitments given in the context of financing
plan’s vesting formula, taking into account the linearization effect
operations
when the rights do not vest uniformly over subsequent vesting
periods.
CONTRACTUAL LIMITATIONS TO THE GROUP’S DIVIDEND
Future payments corresponding to the benefits granted to employees PAYOUT POLICY
are determined using various assumptions (rate of increase in salaries, Within the framework of its main bank loan in France, the Group is
retirement age, mortality, etc.) and these defined benefit obligations committed to adopting a dividend payout policy that takes into
are then discounted to their present value using as discount rate the account the debt repayment requirements and payment of related
market yields on high quality corporate bonds. interest. This dividend policy is limited to 40% of net income
The legal and conventional indemnities are calculated for each of the attributable to the Group if the R2 ratio is greater than 1.25. Further
salaried employees of the Group present according to their theoretical details can be found in Note 6 to the consolidated financial
seniority on the date of their retirement, in accordance with the statements.
applicable standards. These commitments are determined based on
COVENANTS
the assumption that in all cases employees will leave at their own
initiative. The average rate of social security costs applied is 47%. The Within the framework of its main bank loan in France, the Group is
calculation of the commitments includes: committed to complying with so-called default covenants in the form
of financial covenants that are measured at the yearly and half-yearly
• an attendance coefficient based on turnover by age bracket; the closing. These commitments are presented in Note 6.4 to the
average in 2017 was 10.0% to 10.4% depending on the company; consolidated financial statements under “Liquidity risk”.
• a wage increase rate of 2.25% to 3.00%;
• 2011-2013 INSEE mortality tables for both genders.
The life of the plan is estimated at 14 years, the discount rate used is
1.51% (versus 1.75% at the end of 2016).
As regards sensitivity, a drop in this discount rate of 0.25 basis point
would generate a 3% increase in the commitment.

Rate hedges
At December 31, 2017, Gfi Informatique held the following financial instruments:
(in thousands of euros)

Date Date of Counter Hedging Fair
Type of instrument entered into expiration Party 12/30/2017 2018 2019 2020 value
5-year fixed rate swap, 0% floor over 3 years 12.31.201509.30.2020 CACIB 13,560 4,520 4,520 4,520 (51.1)
Fixed rate swap, 0% floor over 3 years 09.29.201709.30.2020 CACIB 11,829 3,943 3,943 3,943 (5.2)
Fixed rate swap, 0% floor over 3 years 12.29.201709.30.2020 CACIB 5,216 - 2,608 2,608 (3.7)
CAP with strike at 0.25% 12.31.2015 09.28.2018 CACIB 9,000 9,000 - - -
39,605 17,463 11,071 11,071 (60)
Gfi Informatique’s exposure to variation risks in market interest rates Currency risks
is linked to the level of its financial indebtedness. Interest rate
management forms an integral part of debt management. The Group The currency risk of commercial transactions is not hedged as most
decides what proportion of the debt bears fixed interest rates and transactions are made within the euro zone.
what proportion bears variable rates. With this aim, the Group is Very few intra-group transactions are denominated in currencies other
implementing hedging instruments. Swaps and cap agreements are than the euro. When Gfi Informatique invests directly or indirectly in a
the instruments most frequently used for this purpose. As at foreign subsidiary, the investment is generally made in the currency of
December 31, 2017, once hedging instruments had been taken into the beneficiary country.
account, 63% of the Company’s debt with banks was at a fixed
interest rate. To the Company’s knowledge, no off-balance sheet commitment
classed by law as material has been omitted from the presentation.
NOTE 20 Remuneration of Directors

The total amount of the compensation and benefits of any kind paid during financial years 2017 and 2016 to members of the administrative and
6
management bodies is broken down as follows:
Fixed Variable Benefits in Total

(in thousands of euros) remuneration remuneration kind Directors’ fees remuneration
2017 836 316 4 224 1,380
2016 836 336 4 230 1,406
NOTE 21 Average workforce

The average number of employees of the Company is as follows:
Average workforce 2017 2016

Managerial staff 5,091 5,069
Employees, technicians and supervisory staff 507 464
TOTAL 5,598 5,533

NOTE 22 Information regarding the related parties

The items relating to the related entities and shareholdings are summarised as follows:
(in thousands of euros) 2017

Gross shareholdings 158,318
Payment of non-capitalised contribution 5,823
Receivables associated with shareholdings 84,181
Impairment of non-current financial assets 32,805
Deposit and security paid -
Deposit and security received (1,152)

Trade receivables 13,353
Trade payables (17,924)

Other receivables: sundry debtors -
Other receivables: credit notes to be received 90
Other receivables: tax consolidation -
Other debts: subsidiaries’ research tax credit (8,482)
Other debts: credits notes to be issued (1,489)
Current accounts in debit 81,625
Depreciation of current accounts in debit (3,305)
Current accounts in credit (38,133)
Debts associated with shareholdings (1,990)

Operating income 48,789
Operating costs (177,415)

Financial income 22,088
Financial costs (9,751)

NOTE 23 Table of subsidiaries and shareholdings

The subsidiaries of Gfi Informatique SA are listed below:
Company name Registered office Siren No.

FRENCH COMPANIES
Gfi Progiciels SAS 145, boulevard Victor-Hugo 93400 Saint-Ouen 340 546 993
Gfi Informatique-Production SA 145, boulevard Victor-Hugo 93400 Saint-Ouen 428 286 496
Gfi Informatique Entreprise Solutions SAS 145, boulevard Victor-Hugo 93400 Saint-Ouen 315 930 578
Gfi Business-Transformation SAS 145, boulevard Victor-Hugo 93400 Saint-Ouen 790 077 937
Gfi Informatique &Télécom 145, boulevard Victor-Hugo 93400 Saint-Ouen 501 707 293
Gfi Conseils et Intégration de Solutions’SASU 145, boulevard Victor-Hugo 93400 Saint-Ouen 822 269 551
S.C.I. Gifimo 145, boulevard Victor-Hugo 93400 Saint-Ouen 350 934 139
Awak’IT (S&I) SAS 59-61 quai Alphonse Le Gallo 92100 Boulogne Billancourt 412 013 922
Gfi 7 SARL 145, boulevard Victor-Hugo 93400 Saint-Ouen 808 372 924
Somafor SARL 145, boulevard Victor-Hugo 93400 Saint-Ouen 389 150 137
SL Process 6 B Avenue de l’Europe 78117 Toussus Le Noble 819 182 387
Cognitis France SAS 145, boulevard Victor-Hugo 93400 Saint-Ouen 348 786 799
Dacrydium Interactive Paris nc nc nc
FOREIGN COMPANIES
Gfi Portugal – Tecnologias de Informaçao, SA Ed. Atlantis, Av. D. João II, lote 1990-095 Lisboa PT502726890
1.06.2.2 – Parque das Nações
Gfi Benelux Square de Meeûs 38/40 B(1000) Brussels 0 427 608 266
Gfi PSF SA 13-15 Parc d‘activités L-8308 Capellen B 52 391
Gfi NV Square de Meeûs 38/40 B(1000) Brussels 0 450 798 491 6
Gfi International Chemin des Aulx, 10 1228 Plan-les-Ouates CH-660 0 703 000-2
Holding Gfi Informatique Maroc Parc Casa Nearshore, Sh. 2.2. 20190 Casablanca 113 607
(1100,) Bd Al Qods, Sidi
Maârouf
Gfi Maroc Offshore Parc Casa Nearshore, Sh. 2.2. 20190 Casablanca 163 083
(1100,) Bd Al Qods, Sidi
Maârouf
Impaq UK Limited 9 Bridle Close Surbiton Road, Surrey KT1 2JW 05054175
Kingston upon Thames
Somafor RCI SA 06 II Plateaux des Vallons 06 BP 1293 Abidjan CI-ABJ-(1989)-B(33816)

TABLE OF SUBSIDIARIES AND SHAREHOLDINGS
Reserves and
retained earnings Share of
Share before capital held
(in thousands of euros) capital appropriation (%)
A- SUBSIDIARIES (AT LEAST 10% OF THE CAPITAL HELD BY THE COMPANY)
French companies
Gfi Progiciels SAS France 7,978 5,273 100.00%
Gfi Informatique-Production SA France 10,910 9,377 100.00%
GFI Informatique Entreprise Solutions SAS France 347 (500) 100.00%
Gfi Business Transformation SAS France 2,037 959 100.00%
Gfi Informatique & Télécom France 340 (1,418) 100.00%
Gfi Conseil et Intégration de Solutions SASU France 125 - 70.00%
S.C.I. Gifimo France 1 - 100.00%
Awak’it (S&I) SAS France 102 (1,703) 100.00%
Gfi 7 SARL France 1 - 100.00%
Somafor SARL France 8 437 100.00%
SL Process France 10 nc 25.00%
Cognitis France SAS France 3,500 3,072 100.00%
Dacrydium Interactive Paris France nc nc nc
Foreign companies
Gfi Portugal - Tecnologias de Informaçao, SA Portugal 1,500 2,482 100.00%
Gfi Benelux Belgium 225 (1,898) 100.00%
Gfi PSF SARL Luxembourg 1,000 332 100.00%
Gfi NV Belgium 62 1,992 99.80%
Gfi International Switzerland 30,161 (10,886) 100.00%
Holding Gfi Informatique Maroc Morocco 1,656 191 100.00%
Gfi Maroc Offshore Morocco 36 1,719 100.00%
Impaq UK Limited United Kingdom 196 (828) 100.00%
Somafor RCI SA Ivory Coast 228 (73) 70.00%
B – OTHER SHAREHOLDINGS 7,212 17,970
C – TREASURY SHARES
TOTAL

Book value Loans and Sureties and Dividends

of the shares held advances guarantees Net earnings received by
granted by Provision on given by the for last the Company
Gross Net the Company receivables Company Revenue financial year over the year
22,075 22,075 5,635 - 34 89,134 4,065 4,000

21,311 21,311 - - - 154,642 6,532 3,000
4,803 1,413 4,392 - - 9,149 (1,046) -
2,037 2,037 - - - 8,201 186 -
327 - 2,305 (422) - 9,430 (1,787) -
88 88 - - - 4,260 422 -
1 1 - - - 80 36 300
5,650 - 4,309 (2,883) - 2,098 (2,239) -
1 1 - - - - - -
1 1 - - - - - -
1 1 - - - - - -
1,321 1,321 465 - - 630 15 -
20 20 - - - - - -
6,288 6,288 10,705 - - 26,532 (485) -
2 - - - - - - -
10,923 10,923 36,085 - - 25,276 184 2,000

235 - 1,687 (900) - 1,151 28 -
921 921 - - - 6,497 718 200
2,260
74,599
2,260
72,142
-
3 322
-
-
-
-
20,891
2,014
541
(829)
500
-
6
1,895 1,895 - - - - 10 -
36 36 - - - 6,276 409 -
1,638 - - - - 1,794 (201) -
253 253 899 - - 2,856 (447) -
602 602 11,174 - - 97,076 1,448 -
1,032 1,032
158,318 144,621 80,978 (4,205) 34 467,989 7,560 10,000

Other information
6.3. OTHER INFORMATION
6.3.1. Financial result for the last five financial years
2017 2016 2015 2014 2013

I – YEAR-END FINANCIAL POSITION
Share capital 133,141 133,141 131,960 108,901 108,901
Number of shares issued 66,570,771 66,570,771 65,980,266 54,450,342 54,450,342
Number of convertible bonds - - - 10,074,417 10,077,917
II – COMPREHENSIVE INCOME
FOR ALL ACTIVITIES
Revenue excluding taxes 684,279 682,105 576,109 487,628 450,651
Profit before tax, depreciation, provisions
and employee profit sharing 22,991 10,649 14,648 9,639 9,778
Employee profit sharing for the year - - - - -
Income tax(1) (8,236) (6,829) (5,849) (6,288) (5,507)
Profit after tax, depreciation, provisions
and employee profit sharing 24,104 23,191 16,731 16,061 13,019
Amount of dividends distributed* 9,985 9,875 9,897 5,445 5,438
III – COMPREHENSIVE EARNINGS
PER SHARE
Net income before amortisation, depreciation,
impairment and provision expense 0.47 0.26 0.31 0.29 0.28
Profit after tax, depreciation, provisions
and employee profit sharing 0.36 0.35 0.25 0.29 0.24
Dividend* 0.15 0.15 0.15 0.10 0.10
IV – EMPLOYEES
Average number of employees 5,598 5,533 4,943 4,452 4,325
Total payroll costs (in thousands of euros) 251,787 246,468 217,179 192,142 182,409
Total employee benefits 111,074 110,864 98,096 86,285 82,998
* Subject to approval by the General Meeting.
(1) The negative income tax expense is income primarily from effects of the tax consolidations and a loss carry-back.

Other information
6.3.2. Inventory of marketable securities
Net carrying
amount
(in thousands of euros) Number of shares 31.12.2017
FRENCH COMPANIES
Gfi Progiciels SAS 10,466,439 22,075
Gfi Informatique-Production SA 351,925 21,311
Gfi Informatique Entreprise Solutions SAS 5,925 1,413
Gfi BusinessTransformation SAS 203,700 2,037
Gfi Informatique Telecom SASU 21,250 -
Gfi Conseils et Intégration de Solutions 8,750 88
S.C.I. Gifimo 651 1
Awak’IT (S&I) SAS 10,200 -
Gfi 7 SARL 100 1
Gfi 8 SARL 100 1
Gfi 9 SARL 100 1
Somafor SARL 500 1,321
SL Process 240 20
Cognitis France SAS 3,500,000 6,288
FOREIGN COMPANIES
Gfi Portugal – Tecnologias de Informaçao, SA 12,000 10,923
Gfi Benelux 88,464 -
Gfi PSF SA 30,000 921
Gfi NV 1,259 2,260 6
Gfi International 9,428,334 72,142
Holding Gfi Informatique Maroc 185,000 1,895
Gfi Maroc Offshore 4,000 36
Grupo Corporativo GFI Informatica SA 100,000 602
Somafor RCI 15,000 253
IMPAQ UK Limited 150,000 -
TREASURY SHARES
Gfi Informatique 158,825 1,032
TOTAL 144,621

Statutory Auditor's Report on the financial statements
6.4. STATUTORY AUDITOR'S REPORT ON THE

This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for
the convenience of English-speaking users.This statutory auditors’ report includes information required by European regulation and French law, such as
information about the appointment of the statutory auditors or verification of the management report and other documents provided to the
shareholders.This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.
Our responsibilities under those standards are further described in the
To the Annual General Meeting of GFI Informatique, Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report.
Opinion
Independence
In compliance with the engagement entrusted to us by your Annual
We conducted our audit engagement in compliance with
General Meetings, we have audited the accompanying financial
statements of GFI Informatique for the year ended December 31, independence rules applicable to us, for the period from January 1,
2017 to the date of our report and specifically we did not provide any
2017.
prohibited non-audit services referred to in Article 5(1) of Regulation
In our opinion, the financial statements give a true and fair view of the (EU) No 537/2014 or in the French Code of Ethics (Code de
assets and liabilities and of the financial position of the Company as at déontologie) for statutory auditors.
December 31, 2017 and of the results of its operations for the year
then ended in accordance with French accounting principles. Justification of Assessments - Key Audit Matters
The audit opinion expressed above is consistent with our report to the In accordance with the requirements of Articles L.823-9 and R.823-7
of the French Commercial Code (Code de commerce) relating to the
Audit Committee.
justification of our assessments, we inform you of the key audit
Basis for Opinion matters relating to risks of material misstatement that, in our
Audit Framework professional judgment, were of most significance in our audit of the
financial statements of the current period, as well as how we
We conducted our audit in accordance with professional standards
addressed those risks.
applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our These matters were addressed in the context of our audit of the
opinion. financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on specific items of the
Revenue recognition for fixed-price contracts

Revenue for fixed-price contracts is recognized by stage of We examined the internal control system for recognition of revenue
completion on the basis of costs incurred to date and to be incurred. from fixed-price contracts. We tested the effectiveness of the
controls performed, particularly those related to costs incurred and
When a loss upon completion of a contract is likely, a provision for to be incurred by contract.
loss at completion is recorded.
We performed the following procedures on a selection of contracts
We considered the recognition of revenue on fixed-price contracts to based on both quantitative (significant unbilled and deferred
be a key audit matter as the estimated costs on these contracts are income) and qualitative (contracts with identified risks, unusual
based on operating assumptions which have a direct impact on the profitability, etc.) criteria:
revenue and operating margin of the financial statements.
The accounting principles for revenue recognition are disclosed in • We analysed the contractual conditions and reconciled the
financial information in the contract follow-up form prepared by
Note 2.3 to the financial statements. management control (revenue, billing, costs incurred, unbilled
and deferred income) with the accounting system;
• We verified the accuracy of the calculation of the standard costs
used to value the hours charged on the contracts;
• We assessed the costs to be incurred and the percentage of
completion of contracts selected by interviewing management
controllers;
• We performed analytical reviews of business units with
• We evaluated the assumptions used by the management to
determine losses upon completion identified for loss-making
contracts, if any.

Valuation of shareholdings
As at December 31, 2017, shareholdings are recorded in the balance Within the context of our audit, we examined the methods used for
sheet for a net carrying amount of 143,589 thousand euros. the impairment tests performed by GFI Informatique.
An impairment loss is recorded when the value in use of the We performed the following procedures on the impairment tests:
shareholding in subsidiaries is lower than their net carrying amount.
Value in use is determined, notably, on the basis of the level of GFI • We analyzed the consistency of the key assumptions resulting
Informatique's shareholding in the equity and on the profitability from goodwill impairment tests with those used to value
prospects. shareholdings;
based on discounted future cash flows, requiring the use of • We performed the verification of the consistency of the key
assumptions and estimates. assumptions used to determine cash flows;
In view of the judgment required to determine cash flow, discount • with the assistance of our valuation specialists, we assessed the
rate and long-term growth assumptions, we considered the valuation discount rates used in relation to market references.
of shareholdings to be a key audit matter.
Valuation of business assets

As at December 31, 2017, business assets are recorded in the balance Within the context of our audit, we examined the methods used by
sheet for a net carrying value of 101,112 thousand euros. These assets GFI Informatique for impairment tests.
are not amortized and are the subject of impairment testing on a
yearly basis. We performed the following procedures on the impairment tests:
This impairment test is based on the value in use determined on the • We evaluated the consistency of the key assumptions resulting
basis of discounted future cash flows, requiring the use of from goodwill impairment tests with those used in the context of
assumptions and estimates. valuing business assets;
We considered the valuation of business assets to be a key audit • We evaluated the consistency of the key assumptions used to
matter in view of the judgment used by the management to determine cash flow models;
determine cash flow, discount rate and long-term growth • with the assistance of our valuation specialists, we assessed the
assumptions. discount rates used in relation to market references.
Impairment, if any, is recorded if the value in use is lower than the
book value, as specified in Note 2.3 to the financial statements.
Verification of the Management Report and of the Other (Code de commerce) relating to remunerations and benefits received
Documents Provided to the Shareholders
We have also performed, in accordance with professional standards
by the directors and any other commitments made in their favor, we
have verified its consistency with the financial statements, or with the
6
underlying information used to prepare these financial statements
applicable in France, the specific verifications required by French law.
and, where applicable, with the information obtained by your
Information provided in the Management Report and in the Other Company from controlling and controlled companies. Based on these
Documents Provided to the Shareholders with respect to the financial procedures, we attest the accuracy and fair presentation of this
position and the financial statements information.
We have no matters to report as to the fair presentation and the With respect to the information relating to items that your Company
consistency with the financial statements of the information given in considered likely to have an impact in the event of a public purchase
the Board of Directors’ management report and in the other offer or exchange, provided pursuant to Article L. 225-37-5 of the
documents provided to the shareholders with respect to the financial French Commercial Code (Code de commerce), we have verified that it
position and the financial statements. complies with the underlying documentation provided to us. Based on
Report on Corporate Governance our work, we have no observations to make on this information.
We attest that the Board of Directors’ Report on Corporate Other information

Governance sets out the information required by Articles L. 225-37-3 In accordance with French law, we have verified that the required
and L. 225-37-4 of the French Commercial Code (Code de commerce). information concerning the purchase of investments and controlling
Concerning the information given in accordance with the interests and the identity of the shareholders and holders of the
requirements of Article L. 225-37-3 of the French Commercial Code voting rights has been properly disclosed in the management report.

Report on Other Legal and Regulatory Requirements As part of an audit conducted in accordance with professional
standards applicable in France, the statutory auditor exercises
Appointment of the Statutory Auditors
professional judgment throughout the audit and furthermore:
We were appointed as statutory auditors of GFI Informatique by the
annual general meeting held on May 19, 2010 for Grant Thornton and • Identifies and assesses the risks of material misstatement of the
financial statements, whether due to fraud or error, designs and
on May 21, 2008 for ERNST & YOUNG et Autres.
performs audit procedures responsive to those risks, and obtains
As at December 31, 2017, Grant Thornton and ERNST & YOUNG et audit evidence considered to be sufficient and appropriate to
Autres were in the 8th year and 10th year of total uninterrupted provide a basis for his opinion. The risk of not detecting a material
engagement respectively. misstatement resulting from fraud is higher than for one resulting
Previous to that date, ERNST & YOUNG Audit had been statutory from error, as fraud may involve collusion, forgery, intentional
auditor since 1996. omissions, misrepresentations, or the override of internal control;
Responsibilities of Management and Those Charged with • Obtains an understanding of internal control relevant to the audit
Governance for the Financial Statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
Management is responsible for the preparation and fair presentation the effectiveness of the internal control;
of the financial statements in accordance with French accounting
principles and for such internal control as management determines is • Evaluates the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
necessary to enable the preparation of financial statements that are
made by management in the financial statements;
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for
• Assesses the appropriateness of management’s use of the going
concern basis of accounting and, based on the audit evidence
assessing the Company’s ability to continue as a going concern,
obtained, whether a material uncertainty exists related to events or
disclosing, as applicable, matters related to going concern and using
conditions that may cast significant doubt on the Company’s ability
the going concern basis of accounting unless it is expected to liquidate
to continue as a going concern. This assessment is based on the
the Company or to cease operations.
audit evidence obtained up to the date of his audit report. However,
The Audit Committee is responsible for monitoring the financial future events or conditions may cause the Company to cease to
reporting process and the effectiveness of internal control and risks continue as a going concern. If the statutory auditor concludes that
management systems and where applicable, its internal audit, a material uncertainty exists, there is a requirement to draw
regarding the accounting and financial reporting procedures. attention in the audit report to the related disclosures in the
The financial statements were approved by the Board of Directors. financial statements or, if such disclosures are not provided or
inadequate, to modify the opinion expressed therein;
Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements
• Evaluates the overall presentation of the financial statements and
assesses whether these statements represent the underlying
Objectives and audit approach transactions and events in a manner that achieves fair presentation.
Our role is to issue a report on the financial statements. Our objective Report to the Audit Committee
is to obtain reasonable assurance about whether the financial We submit a report to the Audit Committee which includes in
statements as a whole are free from material misstatement. particular a description of the scope of the audit and the audit
Reasonable assurance is a high level of assurance, but is not a program implemented, as well as the results of our audit. We also
guarantee that an audit conducted in accordance with professional report, if any, significant deficiencies in internal control regarding the
standards will always detect a material misstatement when it exists. accounting and financial reporting procedures that we have identified.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
As specified in Article L.823-10-1 of the French Commercial Code
(Code de commerce), our statutory audit does not include assurance
on the viability of the Company or the quality of management of the
affairs of the Company.

Statutory auditor's report on related party agreements and commitments
Our report to the Audit Committee includes the risks of material independence within the meaning of the rules applicable in France
misstatement that, in our professional judgment, were of most such as they are set in particular by Articles L.822-10 to L.822-14 of
significance in the audit of the financial statements of the current the French Commercial Code (Code de commerce) and in the French
period and which are therefore the key audit matters that we are Code of Ethics (Code de déontologie) for statutory auditors. Where
required to describe in this report. appropriate, we discuss with the Audit Committee the risks that may
reasonably be thought to bear on our independence, and the related
We also provide the Audit Committee with the declaration provided
safeguards.
for in Article 6 of Regulation (EU) N° 537/2014, confirming our
Neuilly-Sur-Seine and Paris-La Défense, March 21, 2018

The Statutory Auditors
French original signed by

6.5 STATUTORY AUDITOR'S REPORT

ON RELATED PARTY AGREEMENTS
AND COMMITMENTS 6
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be
read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Auditors (Compagnie nationale des commissaires aux comptes)
relating to this type of engagement.
To the Annual General Meeting of Gfi Informatique,
These procedures consisted in verifying the consistency of the
In our capacity as statutory auditors of your Company, we hereby
information provided to us with the relevant source documents.
present to you our report on related party agreements and
commitments.
Agreements and commitments submitted for
We are required to inform you, on the basis of the information approval to the Annual General Meeting
provided to us, of the terms and conditions of those agreements and
commitments indicated to us, or that we may have identified in the AGREEMENTS AND COMMITMENTS AUTHORIZED AND
performance of our engagement, as well as the reasons justifying why CONCLUDED DURING THE YEAR ENDED DECEMBER 31, 2017
they benefit the Company. We are not required to give our opinion as We hereby inform you that we have not been notified of any
to whether they are beneficial or appropriate or to ascertain the agreements or commitments authorized during the year ended
existence of other agreements and commitments. It is your December 31, 2017 to be submitted to the Annual General Meeting
responsibility, in accordance with Article R. 225-31 of the French for approval in accordance with Article L. 225-38 of the French
Commercial Code (Code de commerce), to assess the relevance of Commercial Code (Code de commerce).
these agreements and commitments prior to their approval.
AGREEMENTS AND COMMITMENTS AUTHORIZED AND
We are also required, where applicable, to inform you in accordance CONCLUDED AFTER CLOSING
with Article R. 225-31 of the French Commercial Code (Code de
commerce) of the continuation of the implementation, during the We have been notified of the following related party agreements and
year ended December 31, 2017, of the agreements and commitments commitments, authorized and concluded after closing, which received
previously approved by the Annual General Meeting. We performed prior authorization from your Board of Directors after closing.
those procedures which we deemed necessary in compliance with • With Auteuil Conseil (France)
professional guidance issued by the French Institute of Statutory Person concerned

Mr. Vincent Rouaix, Chairman of the Board of Directors and General Person concerned
Manager of your Company, and Manager of Auteuil Conseil.
Mr. Vincent Rouaix, Chairman of the Board of Directors and General
Additional fees received in 2017 Manager of your Company, and Manager of Auteuil Conseil (France).
Nature, purpose and conditions Nature, purpose and conditions
On October 15, 2007, your Company entered into a service provision As mentioned in the “Agreements and commitments submitted for
agreement with Auteuil Conseil (France). The purpose of this approval to the Annual General Meeting” section hereof, on October
agreement was to define the conditions under which Auteuil Conseil 15, 2007, your Company entered into a service provision agreement
(France) assists your Company with marketing and commercial with Auteuil Conseil (France).
strategy, processes relating to the acquisition of IT service companies
At its meeting on December 22, 2015, the Board of Directors
and human resources. The employee assigned to the performance of
authorized your Company to sign amendments to the service
the services pursuant to said agreement is Mr. Vincent Rouaix.
provision agreement of October 15, 2007.
The agreement was entered into for a period of two years as from
• The amendment signed on December 23, 2015 fixed the annual
February 1, 2008, tacitly renewable every year, unless it is terminated
fees at € 800,000 excluding taxes as from January 1, 2016.
one year before the end date. Auteuil Conseil (France) receives fees
for its services. At its meeting on February 21, 2018, the Board of • The amendment signed on December 23, 2015 provided for an
Directors authorized your Company to sign three new amendments to exceptional additional fee for a maximum amount of M€ 2
the service provision agreement of October 15, 2007. excluding taxes to be paid by your Company no later than March
31, 2018, conditional on (i) the definitive completion of the
• The amendment, signed on March 16, 2018, provides for Mannai Corporation share purchase transaction, (ii) the
additional fees amounting to € 213,248 excluding taxes for achievement of the objective relating to the GFI Group’s net
services performed by Auteuil Conseil (France) in 2017, in respect income in respect of the year ending December 31 2017 and (iii)
of the performance objectives provided for amounting to a the achievement of the objective relating to the GFI Group’s
maximum amount of € 400,000 excluding taxes. operating margin in respect of the year ending December 31,
• The second amendment involves exceptional additional fees 2017.
amounting to € 500,000 excluding taxes. This amendment, The Board of Directors, at its meeting on February 23, 2017,
signed on March 16, 2018, applies the amendment concluded on authorized your Company to sign an amendment to the service
December 23, 2015, which provides for this exceptional provision agreement of October 15, 2007. This amendment, signed on
additional fee for a maximum amount of M€ 2 excluding taxes, May 22, 2017, provided for additional fees amounting to € 316,666
conditional on the definitive completion of the Mannai excluding taxes in respect of the services provided by Auteuil Conseil
Corporation share purchase operation, and for quantitative (France) in 2016. These fees were paid during the 2017 financial year.
objectives.
b) which were not implemented during the year ended December 31,
• The third amendment, signed on March 16, 2018, is related to 2017
the revaluation of fees calculated on an annual basis and fixed at
the amount of € 860,000 excluding taxes, as from April 1, 2018. In addition, we have been notified that the following agreements and
The amendments to the service provision agreement of 2017, commitments, which were approved by the Annual General Meeting
authorized in prior years, are mentioned in the “Agreements and in prior years, were not implemented during the year ended December
commitments previously approved by the Annual General 31, 2017.
Meeting” section of this report. 1. With Group companies
During financial year 2017 your Company recognized a charge of € Nature, purpose and conditions
1,513,248 excluding taxes in respect of the amendments and the
initial agreement. At its meeting on March 17, 2009, the Board of Directors authorized
the amendment of all tax agreements with companies in the tax
Reasons justifying why the Company benefits from this agreement consolidation scope in France to allow a systematic refund to the
The Board of Directors justified this agreement by its desire to ensure loss-making subsidiary of the tax saving that it provides to the Group.
stable management and to benefit from Auteuil Conseil (France)’s No change has been made at this time to the initial tax agreements.
expertise in relation to the development of the GFI Informatique No tax saving has been refunded by your Company for financial year
Group, notably through external growth transactions. 2017.
2. With Mr. Vincent Rouaix, Chairman of the Board of Directors
Agreements and commitments previously and General Manager of your Company
approved by the Annual General Meeting
Nature and purpose
AGREEMENTS AND COMMITMENTS APPROVED IN PRIOR Non-competition clause. Conditions At its meeting on March 1, 2013,
YEARS the Board of Directors authorized your Company to sign an
a) whose implementation continued during the year ended December amendment to the non-competition clause entered into with Mr.
31, 2017 Vincent Rouaix on December 18, 2007. This amendment, signed on
In accordance with Article R.225-30 of the French Commercial Code March 29, 2013, sets the lump sum amount to be paid as
(Code de commerce), we have been notified that the implementation indemnification for the non-competition agreement agreed by Mr.
of the following agreements and commitments, which were approved Vincent Rouaix at € 850,000.
by the Annual General Meeting in prior years, continued during the 3. With Auteuil Conseil (France)
year ended December 31, 2017.
Person concerned
• With Auteuil Conseil (France)

Mr. Vincent Rouaix, Chairman of the Board of Directors and General At its meeting on December 22, 2015, the Board of Directors
Manager of your Company, and Manager of Auteuil Conseil (France). authorized your Company to sign amendments to the service
provision agreement of October 15, 2007.
Nature, purpose and conditions
The Annual General Meeting of June 28, 2016 took note of the Board
As mentioned in the “Agreements and commitments submitted for
of Directors’ authorization to allocate an exceptional additional fee for
approval to the Annual General Meeting” section hereof, on October
a maximum amount of M€ 2 excluding taxes, to be paid by your
15, 2007 your Company entered into a service provision agreement
Company in 2020, subject to reaching the performance objectives, to
with Auteuil Conseil (France).
be defined at a later date, relating to the Group’s operating margin
and net income.
Neuilly-Sur-Seine and Paris-La Défense, April 17, 2018

The Statutory Auditors
French original signed by





7
ADDITIONAL
INFORMATION Additional information 7
7.1. COMPANY INFORMATION 210 7.2. ABOUT THE COMPANY'S SENIOR
7.1.1. Company name and registered office 210 MANAGEMENT 213
7.1.2. Legal status 210
7.1.3. Formation date and duration of the Company 210 7.3. PERSON RESPONSIBLE FOR THE
7.1.4. Corporate purpose (Article 2 of the Articles of DOCUMENT 213
Association) 210
7.1.5. Company registration details 210 7.4. PERSONS RESPONSIBLE FOR
7.1.6. Consultation of Company documents and
AUDITING THE FINANCIAL
information 210 STATEMENTS 214
7.1.7. Financial year 211 7.4.1. Appointed Statutory Auditors 214
7.1.8. General Meetings (Article 17 of the Articles of 7.4.2. Alternate Statutory Auditors 214
Association) 211
7.1.9. Appropriation of profit or loss (Article 19 of the 7.5. FINANCIAL COMMUNICATION 215
Articles of Association) 211 7.5.1. 2018 financial reporting schedule 215
7.1.10. Dividend payments (Article 20 of the Articles 7.5.2. Person responsible for Gfi Informatique’s corporate
of Association) 211 communication 215
7.1.11. Major shareholdings 211
7.1.12. Identification of owners of bearer shares: 7.6. CROSS-REFERENCE TABLE
Identifiable bearer shares (Article 7 of the Articles AND INDEX 216
of Association) 212
NOTES 218
7.1.13. Appointment and dismissal of directors (Article 11
of the Articles of Association) 212
7.1.14. Directors’ fees (Article 15 of the Articles of
Association) 212

7 ADDITIONAL INFORMATION
Company information
7.1. COMPANY INFORMATION
7.1.1. Company name and registered office

Gfi Informatique – 145, boulevard Victor Hugo – 93400 Saint-Ouen – France
7.1.2. Legal status

French registered public limited Company (société anonyme) with a Board of Directors governed primarily by Articles L. 225-1 to L. 225-257 of the
French Commercial Code.
7.1.3. Formation date and duration of the Company

The Company was incorporated on April 8, 1992. Its lifetime is 99 years from May 5, 1992, the date of its registration with the Trade and Company
Registry, unless it is dissolved in advance or its term extended.
7.1.4. Corporate purpose (Article 2 of the Articles of Association)

The Company’s purpose is:
• the provision of services and advice, at its own offices or those of its clients, relating to the study, design, equipment, installation,
administration, usage and upgrading of computer systems and networks;
• the design, production and operation of information technology products;
• and more generally, carrying out all forms of commercial, industrial or financial operations, involving personal or real property, which may be
directly or indirectly connected with, or likely to contribute to or facilitate the achievement of the Company’s purpose.
7.1.5. Company registration details

Registered with the Bobigny Trade and Company Registry under number 385,365,713 and industry code and sector 6.202 A information
technology systems consultants.
7.1.6. Consultation of Company documents and information

The Articles of Association, financial statements, reports and minutes of General Meetings can be consulted at the Company’s registered office:
145, boulevard Victor Hugo – 93400 Saint-Ouen, France.

ADDITIONAL INFORMATION
Company information
7.1.7. Financial year

From January 1 to December 31 of each year.
7.1.8. General Meetings (Article 17 of the Articles of Association)

General Meetings are called under the conditions laid down by law. The meetings are only open to owners of registered (name) shares or bearer
shares who have proven their ownership of shares in accordance with Article R. 225-85 of the French Commercial Code.
7.1.9. Appropriation of profit or loss

(Article 19 of the Articles of Association)
The distributable profits are determined in accordance with the law. Dividends will be deducted in priority from the distributable profit for
They are divided between all of the shareholders in proportion to the the financial year. The General Meeting may also distribute sums from
number of shares held by each shareholder. the available reserves, expressly stating the accounts from which the
However, after deducting the sums to be transferred to the legal amounts are transferred.
reserves in compliance with the law, the General Meeting may decide
to deduct any additional sums it deems appropriate to be allocated to
optional, ordinary or special reserves or to retained earnings.
7.1.10. Dividend payments

Annual dividends will be paid on the date and at the places decided by The General Meeting may grant shareholders an option to receive all
the General Meeting or, failing that, by the Board of Directors.
The General Meeting may grant shareholders an option to receive all
or part of the interim dividend payment in cash or in shares, in
accordance with the conditions laid down by law or stipulated in the
7
Company’s Articles of Association.
or part of the dividend payment in cash or in shares, in accordance
with the conditions laid down by law or stipulated in the Company’s
Articles of Association.
7.1.11. Major shareholdings

The terms applicable to shareholding thresholds are those set out by law.

Company information
7.1.12. Identification of owners of bearer shares: Identifiable

bearer shares (Article 7 of the Articles of Association)
Pursuant to Article L. 228-2 of the French Commercial Code, the Company may make use of the Euroclear France procedure to identify holders of
bearer shares at any time.
7.1.13. Appointment and dismissal of directors

The Company is administered by a Board of Directors with from three If one or more seats on the Board become vacant between two
to 18 members. General Meetings as a result of death or resignation, the Board of
Directors may make one or more provisional appointments.
During the existence of the Company, directors shall be appointed or
re-appointed by an Ordinary General Meeting of shareholders. Pursuant to legal requirements, whenever the number of members of
the Board of Directors appointed by the Ordinary General Meeting is
They shall be appointed for a three-year term of office.
less than or equal to twelve, a director representing the employees
They may be removed from office by an Ordinary General Meeting at shall be designated for a term of three years by the Company’s central
any time. works council. In the event of a seat becoming vacant before the
No person may be appointed to the Board of Directors if, having normal end of a term, a replacement is designated in the same manner
reached the age of 70, his/her appointment would have the effect of as for the residual portion of the initial term of office.
bringing the number of members of the Board of Directors who have Whenever the number of members of the Board of Directors is greater
exceeded that age to more than one third. If, due to the fact that a than 12, a second director representing the employees shall be
member of the Board of Directors reaches the age of 70, the designated for a three-year period by the European works council. If
above-mentioned proportion of one third is exceeded, then the oldest the number of members of the Board of Directors appointed by the
member of the Board of Directors is considered to have automatically Ordinary General Meeting is less than or equal to 12, the term of
resigned at the end of the next Ordinary General Meeting. office of the second director representing the employees shall
continue to its finish.
7.1.14. Directors’ fees (Article 15 of the Articles of Association)

The Ordinary General Meeting may decide to pay directors’ fees, the amount of which shall remain unchanged until the General Meeting resolves
otherwise.
The Board of Directors shall allocate the fees between its members as it sees fit.

About the Company's senior management
7.2. ABOUT THE COMPANY'S SENIOR

MANAGEMENT
Vincent Rouaix is Chairman and General Manager.
7.3. PERSON RESPONSIBLE FOR THE

DOCUMENT
Vincent Rouaix
Having taken all measures that might reasonably be expected, I declare that, to the best of my knowledge, the information set out in this
registration document is true and that there is no omission that could alter the scope thereof.
I attest, to the best of my knowledge, that the financial statements have been drawn up in accordance with the applicable accounting standards
and convey a faithful picture of the assets, the financial situation and the results of the Company and of all of the enterprises included in the
consolidation scope, and that the management report appearing on Chapters 1 to 4 with their reference to Chapters 5 and 6, depicts a true picture
of the business developments, results and financial situation of the Company and all the enterprises included in the consolidation scope and
describes the main risks and uncertainties that they face.
I have obtained from the Statutory Auditors a letter, drawn up at the end of their audit assignment, in which they state that they have carried out
procedures to verify the information relating to the financial position and the financial statements contained in the registration document and
have acquainted themselves with all the information contained in said registration document.
Saint-Ouen, April 18, 2018

Chairman and General Manager
Vincent Rouaix 7

Persons responsible for auditing the financial statements
7.4. PERSONS RESPONSIBLE FOR AUDITING

THE FINANCIAL STATEMENTS
7.4.1. Appointed Statutory Auditors

Ernst & Young et Autres Grant Thornton
Tour First – 1, place des – Paris La Défense 92400 Courbevoie 29, rue du Pont 92200 Neuilly-sur-Seine
Represented by Pierre Jouanne Represented by Samuel Clochard
Date of first appointment: May 21, 2008 Date of first appointment: May 19, 2010
End of term: Ordinary General Meeting called to vote on the financial End of term: Ordinary General Meeting called to vote on the financial
statements for the financial year ending December 31, 2019 (length of statements for the financial year ending December 31, 2021 (length of
engagement: 6 years). engagement: 6 years).
7.4.2. Alternate Statutory Auditors

Cabinet Auditex Institut de Gestion et d’Expertise Comptable – IGEC
Tour First – 1, place des Saisons – Paris La Défense 92400 Courbevoie 22 rue Garnier 92200 Neuilly-sur-Seine
Date of first appointment: May 21, 2008. Date of first appointment: May 19, 2010.
End of term: Ordinary General Meeting called to vote on the financial End of term: Ordinary General Meeting called to vote on the financial
statements for the financial year ending December 31, 2019 (length of statements for the financial year ending December 31, 2021 (length of
engagement: 6 years). engagement: 6 years).

Financial communication
7.5. FINANCIAL COMMUNICATION
7.5.1. 2018 financial reporting schedule
Publication date
Revenue for 4th quarter 2017 January 31, 2018
2017 annual results February 23, 2018
Revenue for 1st quarter of 2018 April 26, 2018
nd st
Revenue for 2 quarter 2018 and 2018 1 half year results July 26, 2018
Revenue for 3rd quarter 2018 November 6, 2018
NB : the announcement takes place after the stock market closing.
This registration document is available on the Gfi Informatique website: www.gfi.world or from the Group's Legal and Compliance Department,
145 boulevard Victor Hugo in Saint-Ouen – 93400.
7.5.2. Person responsible for Gfi Informatique’s corporate

communication
Cyril Malher
Group Financial Director
145, boulevard Victor Hugo-93400 Saint-Ouen, France.
Tel.: +33 (0)1 44 04 50 64
E-mail: cyril.malher@gfi.fr

Cross-reference table and index
7.6. CROSS-REFERENCE TABLE AND INDEX

The cross-reference table below refers to the principal headings required by regulation No. 809/2004 taken in application of directive
2003-1971/EC and the pages of the present registration document.
1 Persons responsible
1.1 Persons responsible 7.3
1.2 Declaration by the persons responsible 7.3
2 Statutory Auditors of the financial statements
2.1 Information about the Statutory Auditors of the financial statements 7.4
2.2 Changes n/a
3 Selected financial information
3.1 Historical financial information n/a
3.2 Interim periods n/a
4. Risk factors 1.13
5 Information about the issuer
5.1 History and development of the Company n/a
5.2 Investments 1.12
6 Overview of the activities
6.1 Principal activities 1.3
6.2 Principal markets 1.3
6.3 Dependency none
6.4 Competitive situation 1.10.1
7 Organisation chart
7.1 Group 1.4
7.2 Subsidiaries 6.2.6 Note 23
8 Property, plant and equipment
8.1 Significant property, plant and equipment none
8.2 Environmental aspects 2.2, 2.4.2
9 Examination of the financial situation and earnings
9.1 Financial situation 1.5, 1.6
9.2 Net operating income 1.5, 1.6
10 Cash situation and capital
10.1 Capital 3.3
10.2 Cash flows 1.5.2
10.3 Financing structure 1.5.2
10.4 Restriction n/a
10.5 Sources of financing 1.5.2, 1.12
11 Research and Development, patents and licenses 1.9
12 Information about trends
12.1 Trends 1.10
12.2 Influence 1.10
13 Forecasts or earnings estimates
13.1 Assumptions n/a
13.2 Report n/a
13.3 Comparisons n/a
13.4 Updating n/a
14 Administrative, management and supervisory bodies and General Management
14.2 Conflicts of interests 4.5

Cross-reference table and index
15 Compensation and benefits

15.1 Compensation 4.4, 5.2 Note 4
15.2 Retirement pensions or other benefits 4.4, 5.2 Note 4
16 Operation of administrative and management bodies
16.1 Mandates 4.2
16.2 Service contracts 4.3
16.3 Committees 4.1, 4.6
16.4 Compliance 1.13.8
17 Employees
17.1 Information about the employees 1.11, 2.1 and 2.4.1.
17.2 Profit-sharing and share subscription options for corporate officers 4.4
17.3 Employee profit sharing 1.11.1
18 Principal shareholders
18.1 Shareholders 3.2
18.2 Voting rights 3.2
18.3 Shareholdings and control 3.2
18.4 Agreements concerning control 3.2.1
19 Transactions with related parties none
20 Financial information concerning the assets and financial situation
20.1 Historical financial information n/a
20.2 Pro forma financial information n/a
20.3 Financial statements 5 and 6
20.4 Verification of the historical annual financial information 5.3 and 6.4
20.5 Date of the most recent financial information n/a
20.6 Interim and other financial information
20.7 Dividend distribution policy
n/a
1.8.4 7
20.8 Judicial and arbitration proceedings 1.13.1
20.9 Significant changes in the financial or commercial situation 1.5.2, 5.2 Note 6
21 Additional information
21.1 Share capital 3.1.1
21.2 Memorandum and Articles of Association 7.1
22 Significant contracts n/a
23 Information originating from third parties, declarations by experts and declarations of interests
23.1 Declarations of interests n/a
23.2 Attestation n/a
24 Publicly available documents 7.5
25 Information about equity interests 1.8.1, 1.8.6, 6.2.6 Note 23

NOTES

NOTES

NOTES

This document is printed in France by an Imprim’Vert certified printer
on PEFC certified paper produced from sustainably managed forest.
Gfi Informatique – La Porte du Parc – 145, boulevard Victor-Hugo – 93400 Saint-Ouen
Tel: +33 (0)1 44 04 50 00 – Fax: +33 (0)1 44 04 59 00
www.gfi.world

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2017

1 PRESENTATION OF THE GROUP

3 COMPANY SHARES AND SHARE

3.1. General information 82

Gfi Informatique - 2017 REGISTRATION DOCUMENT 1

Gfi Informatique - 2017 REGISTRATION DOCUMENT 3

After a turning point in the development of the Gfi informatique

4 Gfi Informatique - 2017 REGISTRATION DOCUMENT

Gfi Informatique - 2017 REGISTRATION DOCUMENT 5

Gfi Informatique Group KEY FIGURES

•LILLE •ALICANTE (Spain) •POZNAŃ (Poland)

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APPLICATION SERVICES PSG

DISTRIBUTION-SERVICES Industry 4.0

STOCK EXCHANGE OmniCommerce

1.2. GEOGRAPHICAL ZONES 11 1.10. IT SERVICES MARKET AND OUTLOOK

Gfi Informatique - 2017 REGISTRATION DOCUMENT 9

1.1. GENERAL OVERVIEW OF THE BUSINESS

1.1.1. Group performance: growth in revenue and EBITDA (1)

1.1.2. 9.1% Growth in operating income and 16.2%

(1) EBITDA: Operating margin excluding non cash items.

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1.2. GEOGRAPHICAL ZONES

(1) Weighted pipeline: Set of potential cases weighted by chance of winning.

Gfi Informatique - 2017 REGISTRATION DOCUMENT 11

1.3. PRESENTATION OF THE GROUP

1.3.1. Six Business Lines

Group revenue per Business Line

Business Application Infrastructure

12 Gfi Informatique - 2017 REGISTRATION DOCUMENT

Consulting Application Services

Gfi Informatique - 2017 REGISTRATION DOCUMENT 13

14 Gfi Informatique - 2017 REGISTRATION DOCUMENT

1.3.2. Six sectors

Group revenue per sector

Banking Industry Energy Telecom

Gfi Informatique - 2017 REGISTRATION DOCUMENT 15

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• omni-commerce solutions: frontal, multichannel, cross-channel,

Gfi Informatique - 2017 REGISTRATION DOCUMENT 17

1.4. SIMPLIFIED GROUP ORGANISATION

GFI INFORMATIQUE SPAIN BELUX

GFI PROGICIELS GFI PSF

GFI INFORMATIQUE GFI LEVANTE

GFI INFORMATIQUE PORTUGAL

ADDSTONES ROFF SDF Lda IMPAQ Sp Z.o.o

GFI IES ROMANIA

METAWARE IMPAQ ADDSTONE SRL

ROFF FRANCE SWEDEN

18 Gfi Informatique - 2017 REGISTRATION DOCUMENT

MOROCCO MEXICO USA DUBAI

GFI MAROC OFFSHORE ROFFMEX BUSINESS

HOLDING GFI MAROC GFI INFORMATICA

Gfi Informatique - 2017 REGISTRATION DOCUMENT 19

1.5. FINANCIAL DATA FROM THE

1.5.1. Income statement and financial position

CONSOLIDATED SUMMARY INCOME STATEMENT AND FINANCIAL POSITION

Income statement (in millions of euros) 2017 2016 Change

20 Gfi Informatique - 2017 REGISTRATION DOCUMENT

1.5.2. Cash flow and debt

FINANCIAL DEBTS PAYMENT SCHEDULE

(1) EBITDA: Operating margin excluding non cash items.

Gfi Informatique - 2017 REGISTRATION DOCUMENT 21

1.6. FINANCIAL DATA FROM THE CORPORATE