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Paris, 3 October 2007

Press Release

Merger with subsidiary ALGORIEL

 

GFI Informatique holds 80% of the shares in Algoriel further to the acquisition of and subsequent merger with Adelior, respectively on 30 January 2006 and 5 July 2006. The Algoriel shares are recorded in the GFI Informatique accounts at a book value of euros 1.75.

As part of efforts to simplify the GFI Informatique structure, the board of directors of the companies in question has proposed that Algoriel be merged into GFI Informatique.

The proposal to merge Algoriel into GFI Informatique will be put to a vote by the general shareholder meetings of Algoriel and GFI Informatique before the end of the year. The notice to GFI Informatique and Algoriel shareholders to attend the combined shareholders' meeting will be published in the BALO 35 days prior to the date of the meetings.

 

The main characteristics of the transaction will be as follows:

1.Shares to be issued

Type of share : GFI Informatique shares

Number : 124,826 new shares, GFI Informatique having declined to receive its own shares as payment for its contribution. GFI Informatique owns 80% of the share capital of Algoriel

Nominal amount : Euros 2

Vesting date for new shares : 1st January 2007

Listing date : The 124,826 new shares should start trading on 31st December 2007 at the latest.

Market: Euronext Paris S.A. Eurolist (Compartment B)

2.Terms of exchange

Value of net assets contributed : 1,910,971

Evaluated based on net book value at 30th December 2006

Exchange ratio : 3 Algoriel shares for one GFI Informatique share

Merger premium : Euros 132,545

 

Calculation of exchange ratio

The exchange ratio was calculated based on discounted future cash flows, stock-market multiples for comparable companies and current share prices, with the first criterion heavily weighted.

Merger auditors Gérard Leplé and Claude Cazes, who are currently conducting their review, shall each draft a report on the value of the contributions and the fairness of the exchange ratio. These reports will be posted on the Algoriel and GFI Informatique websites on 13 November 2007.

The terms of the transaction are described in more detail in the merger proposal, which can be obtained free of charge at the head offices of GFI Informatique and Algoriel, or consulted on their websites (www.gfi.fr) (www.algoriel.fr).

 

For further information, please contact

Press Relations: Martine Canaque – Email: mcanaque@gfi.fr - Tél. +33 (0)1 53 93 43 80
Investor Relations: Bertrand Maes – Email: bmaes@gfi.fr - Tél. +33 (0)1 53 93 44 25

 

About GFI Informatique

GFI Informatique is a major player in the IT services sector, providing four strategic offerings: consulting, systems integration, infrastructures and production, and solutions. The group covers all stages of the information system life cycle and caters mainly for large corporates, public bodies and local authorities. GFI Informatique has 16 skills centres and 5 service centres. In 2006, the group recorded revenues of €633.1 million and employed a workforce of more than 8,000. GFI Informatique has over 40 branches in France and 9 international agencies in Southern and Northern Europe, Morocco and Canada.

 

About Algoriel

Algoriel specialises in large-scale project consulting for large accounts in the banking, finance, insurance and telecom sectors, among others. It notably offers system engineering and integration services, architecture development consulting, and third-party application maintenance services.