REFERENCE DOCUMENT. Nobody s Unpredictable

Transcription

1 12 REFERENCE DOCUMENT Nobody s Unpredicable

2 NOBODY S UNPREDICTABLE «Nobody s Unpredicable» is he Ipsos signaure. Our cliens cliens are increasingly demanding. They change direcion, change heir views and preferences ofen and easily. We, a Ipsos, anicipae and mee hose changes. We help our cliens o undersand heir cliens, o bring focus and clariy o even he mos difficul siuaions. We undersand he dynamics of heir markes and we deliver he insigh needed o give hem he leading edge. 2 > Ipsos Reference documen

3 Message from he Presidens 2012 has no been an easy year. Neiher for markes generally; nor for our cliens - boh public insiuions and privae companies; nor for Ipsos. Ye 2012 has been an exciing year for Ipsos. I was he year of he combinaion of he aciviies of Ipsos and Synovae, acquired in Ocober 2011 from he Aegis Group. The combined eams are now equipped wih more experise, more know-how, which is available in a larger number of counries. Of course, his ook ime: ime o reassure cliens, ime for eams o feel comforable wih each oher, o share he same culure, values, and o work effecively ogeher. Sronger now, Ipsos is able o propose o an increased number of cliens our renewed produc offer so as o beer mee heir expecaions and needs. The year 2012 has hus been ha of he consrucion of a new Ipsos - Beer Ipsos - and he sabilizaion of he new se-up will be he year of our reurn o growh. Ipsos is in a privileged posiion, ha of a Group wih he capaciy o produce and use he same flows of informaion everywhere in he world. Ipsos inends o leverage his advanage by pursuing growh in emerging markes, inensifying is effors in he exploiaion of mobile devices and in knowledge of social neworks ; helping cliens o beer conrol he digial world, and make beer use of Big Daa... in order o, ulimaely, beer undersand heir markes and ac susainably in his changing world. Reference documen Ipsos 2012 Paris, 19 March 2013 Jean-Marc Lech Didier Trucho Ipsos Reference documen > 3

4 Reference documen Ipsos 2012 Reference documen 19 March 2013 This is a free ranslaion of he Ipsos SA s reference documen filed wih he Auorié des Marchés Financiers on 19 March 2013 in conformiy wih Aricle of he General Regulaions of he Auorié des Marchés Financiers. The French version of his documen may be used in suppor of a financial ransacion, provided i is accompanied by a ransacion noe approved by he Auorié des Marchés Financiers. This reference documen conains a financial annual repor, in accordance wih Aricle L of he French Moneary and Financial Code, and a managemen repor in accordance wih Aricles L and seq. of he French Commercial Code. This documen hus corresponds o he annual repor ha will be submied o shareholders a he General Meeing of 25 April Copies of his reference documen are available from Ipsos SA s regisered office (35, rue du Val de Marne Paris) or from he Ipsos websie ( and he Auorié des Marchés Financiers websie ( 4 > Ipsos Reference documen

5 Preliminary Noe In accordance wih Aricle 28 of he European regulaion 809/2004/EC of 29 April 2004, he presen reference documen incorporaes by reference he following informaion o which he rider is invied o refer: The consolidaed financial saemens and he Audiors repor on he consolidaed financial saemens for he year ended 31 December 2011 as presened respecively in secions 20.3 and 20.1 of he 2011 reference documen filled wih he Auoriés des Marchés Financiers on he 14 March 2012 under number D ; The paren-company financial saemens and he Audiors repor on he paren-company financial saemens for he year ended 31 December 2011 as presened in secions 20.5 and 20.4 of he 2011 reference documen filled wih he Auoriés des Marchés Financiers on he 14 March 2012 under number D ; The Audiors special repor on relaed-pary agreemens for he year ended 31 December 2011 as presened in secion 19.2 of he 2011 reference documen filled wih he Auoriés des Marchés Financiers on he 14 March 2012 under number D ; The chaper 3 Seleced financial informaion of he 2011 reference documen filled wih he Auoriés des Marchés Financiers on he 14 March 2012 under number D ; Reference documen Ipsos 2012 The consolidaed financial saemens and he Audiors repor on he consolidaed financial saemens for he year ended 31 December 2010 as presened in secions 4.2 and 4.1 of he Chaper 4 of he 2010 reference documen filled wih he Auoriés des Marchés Financiers on he 16 March 2011 under number D ; The paren-company financial saemens and he Audiors repor on he paren-company financial saemens for he year ended 31 December 2010 as presened in secions 5.2 and 5.1 of Chaper 3 of he 2010 reference documen filled wih he Auoriés des Marchés Financiers on he 16 March 2011 under number D ; The Audiors special repor on relaed-pary agreemens for he year ended 31 December 2010 as presened in secion 3 of Chaper 8 of he 2010 reference documen filled wih he Auoriés des Marchés Financiers on he 16 March 2011 under number D ; Secion of Chaper 1 (key figures) of he 2010 reference documen filled wih he Auoriés des Marchés Financiers on he 16 March 2011 under number D Secions no included by reference o he 2010 and 2011 reference documens are eiher of no relevance o invesors or are covered by anoher secion of his reference documen. The 2010 and 2011 reference documens are available on he Ipsos websie ( and on he Auorié des Marchés Financiers websie ( Ipsos Reference documen > 5

6 General summary Persons responsible for he reference documen, he audi of financial saemens and he financial informaion A research leader o undersand he world A socially responsible Group Resuls and financial siuaion of he Ipsos group Persons responsible Audiors Seleced financial informaion Main risks Informaion abou Ipsos SA Aciviies a a glance Organisaional Char Social and environmenal informaion Review of he company s financial siuaion Cash and capial resources Research and Developmen Informaions on rends Forecass or esimaions of he benefi 87 6 > Ipsos Reference documen

7 Corporae governance Financial saemens Addiional informaion General meeing of shareholders of 25 April 2013 Crossreference ables Adminisraive and managemen bodies Compensaion and benefis Funcioning of he corporae and managemen bodies Employees Main Shareholders Relaed Pary ransacions Financial informaion concerning he company s asses and liabiliies, financial posiion and profis and losses Addiional informaion Maerial conracs Third pary informaion, saemen by expers and declaraions of any ineres Publicly available documens Informaion on Shareholdings General meeing of shareholders of 25 April Cross-reference ables 246 Ipsos Reference documen > 7

8 Persons responsible for he reference documen, he audi of financial saemens and he financial informaion 8 > Ipsos Reference documen

9 1. Persons responsible Persons responsible for he informaion Saemen from he persons responsible for he reference documen Audiors Sauory Audiors Subsiue Sauory Audiors 11 Ipsos Reference documen > 9

10 Persons responsible for he reference documen, he audi of financial saemens and he financial informaion 1. Persons responsible 1.1 Persons responsible for he informaion Mr Didier Trucho and Mr Jean-Marc Lech, Co-Presidens of Ipsos SA. 1.2 Saemen from he persons responsible for he reference documen «To he bes of our knowledge, and having aken all reasonable measures o ha effec, we hereby confirm ha he informaion conained in his reference documen is, o our knowledge, correc and ha here is no omission ha would affec is meaning. We cerify ha o he bes of our knowledge he financial saemens have been drawn up in accordance wih applicable accouning sandards and give an accurae image of he asses, financial siuaion and resuls of Ipsos SA and of all he companies included in he scope of consolidaion; and ha he managemen repor which differen opics are lised in secion 27 of his annual repor ( Documen de reference ) gives a faihful accoun of developmen in he business, resuls and financial posiion of Ipsos SA and of all companies included in he scope of consolidaion as well as a descripion of he main risks and uncerainies faced by hese companies. We ve go a leer of compleion of work from he sauory audiors in which hey sae ha hey verified he informaion concerning he financial posiion and he accouns conained in his documen and read he enire documen. The consolidaed financial saemens for he year ended 31 December 2012 presened in his annual repor ( Documen de reference ) have been subjec o a repor of he sauory audiors wihou any reserve, conained in secion 20.1, which conains he following observaion: Wihou alering he opinion expressed above, we would draw your aenion o Noes and 5.5 of he noes o he consolidaed financial saemens concerning he adjusmen of he acquisiion price of Synovae.» Paris, 19 March 2013 The Ipsos Co-Presidens Jean-Marc Lech & Didier Trucho 10 > Ipsos Reference documen

11 2. Audiors 2.1 Sauory Audiors Mr. Jean-François Châel and Vincen Papazian, respecively signaory parners of PricewaerhouseCoopers Audi and Gran Thornon have cerified accouns Ipsos pas six years and were replaced by new signaory parners for he remaining erm of office companies menioned above as audiors, respecively Marc Ghilioi of PricewaerhouseCoopers Audi and Pascal Leclerc Gran Thornon. PricewaerhouseCoopers Audi Member of he Versailles Regional Associaion of Sauory Audiors Represened by Marc Ghilioi 63, rue de Villiers Neuilly-sur-Seine. Firs appoined: 31 May Renewal dae: 8 April 2010 Appoinmen expires: a he Ordinary General Meeing o be held o approve accouns for he year ended on 31 December Gran Thornon Member of he Paris Regional Associaion of Sauory Audiors Represened by Pascal Leclerc 100, rue de Courcelles Paris. Firs appoined: 31 May 2006 Renewal dae: 7 April 2011 Appoinmen expires: a he Ordinary General Meeing o be held o approve accouns for he year ended on 31 December Persons responsible for he reference documen, he audi of financial saemens and he financial informaion 2.2 Subsiue Sauory Audiors M. Eienne Boris 63, rue de Villiers Neuilly-sur-Seine Firs appoined: 31 May 2006 Renewal dae: 8 April Appoinmen expires: a he Ordinary General Meeing o be held o approve accouns for he year ended on 31 December Insiu de gesion e d experise compable IGEC 3, rue Léon Jos Paris Firs appoined: 31 May Renewal dae: 7 April Appoinmen expires: a he Ordinary General Meeing o be held o approve accouns for he year ended on 31 December Ipsos Reference documen > 11

12 A research leader o undersand he world 3. Seleced financial informaion Main risks and uncerainies o which he Ipsos group is exposed Risks relaed o he aciviy secor of marke research Sensiiviy o macro-economic condiions Seasonaliy of revenue and earnings Cusomer Risk Risks relaing o he inegraion of new acquisiions Compeiion Risk Risk of loss of revenue linked o he deparure of key managers Risks linked o echnological changes Risk linked o Informaion Sysems Risk of Repuaion Legal and Regulaory Risks Risks relaing o he regulaion applicable o he aciviy Risk of change in employmen law Risks relaing o pending liigaion Marke Risks Ineres rae Risks Exchange Rae Risk Liquidiy Risk Counerpary Risk Share Risk Risks relaing o he possible depreciaion of goodwill Insurance > Ipsos Reference documen

13 5. Informaion abou Ipsos SA Hisory and evoluion of he company Company name Regisraion Dae of incorporaion and duraion of Ipsos SA Regisered Office / Legal srucure Imporan evens in he developmen of Ipsos aciviies Evoluion of he share price Invesmens Main hisorical invesmens Main on-going invesmens Imporan angible asses Aciviies a a glance One business, six specializaions Daa Collecion, Processing and Delivery Measuremen and undersanding of adverising effeciveness Markeing Research Media, conen and echnology research Public opinion and social research Cusomer and Employee Relaionship Managemen Research Innovaion and new producs Ipsos, our clien s parner Operaing Organisaion Main markes Dependence wih regard o paens, licences and conracs Compeiive posiioning Organisaional char Ipsos SA - The Ipsos group Main subsidiaries Lis of subsidiaries 49 Ipsos Reference documen > 13

14 A research leader o undersand he world 3. Seleced financial informaion The seleced financial informaion presened below were esablished on he basis of consolidaed financial saemens of Ipsos on December 31,2010, 2011 and In million of euros Revenue 1, , ,140.8 Gross profi 1, Operaing Margin Adjused ne profi, aribuable o he Group (1) Ne profi, aribuable o he Group Workforce as of 31 December 15,927 16,569 9,498 (1) Please refer o noe «Adjused earnings per share» of he consolidaed financial saemens a secion 20.2 of he presen reference documen. Financial siuaion In million of euros Toal shareholders' equiy Financial deb Cash and cash equivalen Ne deb (2) Ne gearing 67.20% 65.70% 29.50% Toal from balance shee 2, , ,344.9 (2) Please refer o noe «Ne deb» of he consolidaed financial saemens a secion 20.2 of he presen reference documen. Evoluion of he share price over he year 14 > Ipsos Reference documen

15 4. Main risks and uncerainies o which he Ipsos group is exposed Ipsos has performed a review of he risks which could have a maerial adverse effec on is aciviy, is financial siuaion or is resuls (or is abiliy o achieve is objecives) and considers ha here are no oher maerial risks han hose presened hereinafer. However, here migh be some oher risks ha are no idenified as of he dae hereof or which occurrence is no considered as being suscepible o have a maerial adverse effec as of he dae hereof. The risk managemen process ha has been pu in place wihin he Group is described in paragraph 4.4 «Risk managemen», of he repor of he Chairman of he Board of direcors ha is included in secion of his reference documen. 4.1 Risks relaed o he aciviy secor of marke research Sensiiviy o macro-economic condiions The various markes in which he Ipsos group operaes are sensiive o changes in he economic siuaion. However, in he hisory of he indusry, economic flucuaions have had no long-lasing impac on he marke of marke research. Indeed, economic uncerainy has cusomarily generaed an increased demand for informaion wih he view o helping decision-makers in aking decisions; in he pas, his rend - coupled wih he globalisaion of he economy and he need for informaion on all major markes - has significanly conribued o he growh in demand for marke research. A research leader o undersand he world The Ipsos group believes ha, excep for he case of a significan economic downurn in a major counry, he geographical fooprin of is operaions in 85 counries and is muli-specialis posiioning offer resilience agains a deerioraion in any local economic siuaion. A significan par of he revenue of he Ipsos group is generaed by conracs wih a duraion of less han one year or by shor-erm orders. In he even of a deerioraion of macro-economic condiions and a decision of he cusomers of he Ipsos group o conrol heir variable coss, some projecs allocaed o he Ipsos group may be delayed or cancelled and orders for new projecs may be less numerous han prediced. The level of aciviy ha he Ipsos group generaes from any given clien may vary from one year o he nex, and hese evoluions may adversely impac or conribue o a variaion in he operaing profi and ne profi of he Ipsos group. Alhough he occurrence of such exernal risks is beyond Ipsos conrol, Ipsos has neverheless implemened measures o monior and assess he level of hese risks and heir impac. Thus, summaries consising of financial daa and macro-economic indicaors are regularly drawn up by he counries, regional managemen and specialisaion eams and submied o he managemen of he Ipsos group. These daa and indicaors are inegraed ino he budge process and can ranslae ino measures aimed a adaping he sraegy of he Group o he macro-economic evoluions. The acquisiion of Synovae in 2011 has enriched he experise, capabiliies and produc offering of he Group, enlarged is cusomer base and reinforced is posiions wih major cusomers, hus conferring a sronger resilience Seasonaliy of revenue and earnings Tradiionally, he Ipsos group poss higher revenue in he second half of he financial year as mos marke research agencies do. Half-year resuls generally represen less han 50% of he full year revenue and operaing margin. Consequenly, he operaing profi and cash flow of he Group can vary significanly over any given financial year. Ipsos Reference documen > 15

16 A research leader o undersand he world The Ipsos group periodically assesses he cash flow of he Group and is subsidiaries, noably hrough he implemenaion of a programme aimed a opimising cash flow (Max cash) hroughou all he eniies of he Group, which is moniored by he Group Treasury Deparmen Cusomer Risk The Ipsos group works wih numerous cusomers (more han 5,000 cusomers) operaing in various secors. The op 10 cusomers all of which have global operaions and work wih Ipsos in several local markes represen 19.2% of he revenue of he Group. The mos imporan cusomer represened jus over 5.2% of he Group s 2012 revenue. In order o preserve and develop is relaionship wih is key cusomers, Ipsos has, since he early 90 s, run a dedicaed program he Global ParneRing which consiues a key elemen in he Group s business developmen aciviy. This program has been srenghened by he se up of oher programs covering a larger number of cliens (for more deails, see secion of he presen reference documen). In addiion, several measures have been implemened o ensure he opimisaion of cusomer relaionships and he qualiy of our services, noably survey conduced once a year wih he main cusomers of he Ipsos group. Also, a survey review sysem is sysemaically riggered a he end of each survey, which allows us o idenify and recify any problems Risks relaing o he inegraion of new acquisiions In recen years, he Ipsos group has made numerous acquisiions, including he acquisiion of Synovae ha was finalised in Ocober Exernal growh hrough acquisiions remains a key pillar of he Ipsos group sraegy. The inegraion of recenly acquired companies or businesses generaes coss ha are inheren o his kind of aciviy, i also enails uncerainies regarding he impac of heir inegraion ino he Ipsos organisaion and culure and he availabiliy of he righ leadership o supervise heir inegraion and managemen. Whils Ipsos SA has, in he pas, successfully inegraed he companies and businesses i has acquired, i is no cerain ha fuure acquisiions will no cause greaer difficulies or higher coss han expeced. In he even ha any curren or fuure inegraion should be delayed or fail, Ipsos SA could face addiional coss and he value of is invesmen in he acquired company could be impaired. Any significan delays, unexpeced coss or oher problems encounered wihin he framework of he inegraion of acquired companies or businesses may have a negaive impac on he earnings and profiabiliy of Ipsos SA. The successful compleion of he acquisiion of Synovae will be possible o appreciae afer a period of of combinaion of wo years ( ). Much of he inegraion was carried ou during he year 2012 and he benefis are expeced as of The long-erm success of he acquisiion of Synovae will depend upon he efficiency of he inegraion of he Synovae people ino he Group, he effecive realisaion of he economies of scale and synergies, and he abiliy of he Group o preserve he poenial for growh of Synovae. The success of he inegraion will also depend upon he abiliy of he Group o reain he operaional eams of Synovae, paricularly hose dedicaed o cliens, in order o mainain Synovae s clien base and o capialise on he know-how of boh eniies in a way ha opimises developmen effors, in paricular a operaions (daa collecion and processes) and commercial levels. The abiliy of he Group o achieve he savings expeced is, in paricular, dependen o he success of he negoiaions a a global scale wih he suppliers of he Group, an opimised sharing of producion ceners, and he insourcing and consolidaion of informaion sysem resources and suppor funcions. The final price of acquisiion of Synovae has been subjec o a dispue beween Aegis and Ipsos regarding he applicaion of conracual pos-closing adjusmen on he acual level of ne deb and relaed iems as well as on he acual level of working capial requiremen a he dae of Sepember 30, 2011 (for more deails on he acquisiion of Synovae, please refer o secion of his reference documen and o noe o he consolidaed financial saemens included in secion 20.2 of his reference documen.) In order o limi he risks relaed o acquisiions, he Ipsos group has pu in place a specific process for monioring he acquisiion and is inegraion. Any acquisiion projec is reviewed by he Board of direcors of Ipsos SA for approval; an acquisiion review commiee, which mees on a monhly basis, reviews he opporuniy of each acquisiion and all poenial problems relaed o a given projec. During he process of he acquisiion, he Ipsos group uses specialis advisors. 16 > Ipsos Reference documen

17 During he discussions preparaory o an acquisiion, Ipsos places paricular emphasis on preparing for he acquisiion s inegraion ino he Group and on is compaibiliy wih he Group s culure in view of he pos-acquisiion phase. For middle size acquisiions, mainly regional ones, he regional managemen eams are responsible for organising and supervising a successful inegraion, in coordinaion wih he corporae eams. Also, on a general basis, a follow-up process of conracual commimens has been pu in place Compeiion Risk The marke of Marke Research is characerized by very srong compeiive inensiy a boh global and local levels. A an inernaional level, he Ipsos group compees wih oher players such as Nielsen, he Kanar group, GfK, Informaion Resources, IMS Healh, Wesa, Arbiron and Inage. These companies, alhough no all operaing in he same marke segmens (for more informaion, please refer o secions 6.2, «Key markes», and 6.5, «Compeiion Posiion», of his reference documen) may develop heir offering or acquire companies operaing in marke segmens idenical o or differen from heirs, hus reinforcing or expanding heir offering o gain marke share. Moreover, he developmen of social neworks and oher new communicaion ools, in paricular digial ones, may allow new enrans o acquire cerain posiions or reach cerain cusomers of he Ipsos group and consequenly gain new marke share. Finally, inernaional or regional players or new enrans may aemp o hire employees of he Ipsos group, especially in sales or developmen funcions, which may have an adverse effec on operaions. In order o limi he compeiive risk inheren in is business, he Ipsos group aims o be a op ranking player in is marke by coninually innovaing is produc offering, growing he marke segmens in which i operaes, enhancing specific cliens programs (Please refer o secion Cusomer risk of his reference documen) and pursuing is sraegy of argeed acquisiions. The Group has also adoped and implemened a reenion policy for is key managers (Please refer o secion Risk of loss of revenue linked o he deparure of key managers of his reference documen). A research leader o undersand he world Risk of loss of revenue linked o he deparure of key managers Like all business-o-business service providers, he sales relaionships of he Ipsos group primarily depend on he qualiy of he relaionships developed by is managers wih heir conacs a he clien companies. The deparure of an imporan key sales manager or accoun Direcor may herefore lead o he loss, by he Group, of cerain cliens. The Ipsos group believes ha his risk is minimized by he Group s revenue disribuion, as explained in secion «Cusomer Risk» above. In order o furher limi such risk, he Ipsos Group has implemened cerain mechanisms aiming a (i) guaraneeing an aracive remuneraion for he Group managers, including long-erm incenive schemes for cerain key managers wih he implemenaion of he incenive long erm plan IPF 2020 as described in secion (ii) offering is cliens a privileged conac wihin is specialisaion eams, along wih a repuable brand, powerful operaional resources backed by cuing-edge echnology, and daabases guaraneeing consisen resuls ha are comparable over ime and beween differen counries; and (iii) securing he loyaly of cliens hanks o he qualiy of services and also by implemening framework agreemens. Finally, he Group has included non-compee provisions in he employmen conracs of is key managers Risks linked o echnological changes Cerain marke segmens in which he Ipsos group operaes are highly compeiive. The Ipsos group s coninued success will depend on is abiliy o enhance he effeciveness and reliabiliy of is services in such segmens. The Ipsos group could encouner difficulies ha migh delay or preven he successful developmen, launch or markeing of new services and could also bear coss higher han expeced should is services and infrasrucures need o be adaped o any such echnological changes a a quicker pace han planned. Ipsos Reference documen > 17

18 A research leader o undersand he world In order o preven such risk, he Ipsos group dedicaes significan resources o he research and developmen of innovaive mehods and soluions for is surveys. Subsequen o he acquisiion in January 2010 of OTX, one of he main online survey agencies in he Unied Saes, Ipsos creaed Ipsos Open Thinking Exchange, a srucure dedicaed o innovaion ha irrigaes all he business lines of Ipsos. I enabled o explore and develop new mehods and soluions for surveys using he sudy of neurosciences and he exploiaion of informaion hrough social neworks or new digial echnologies. Moreover, he Synovae cenre dedicaed o Research & Developmen is now fully inegraed ino he Ipsos R&D organisaion under he name Ipsos Laboraories. Based in Cape Town in he Republic of Souh-Africa, his cenre coordinaes and inegraes all he research producs of he various business lines of he Group Risk linked o Informaion Sysems The operaions of he Ipsos group are heavily relian on informaion sysems. Any malfuncioning of he informaion of he Group may have negaive consequences (loss of he resuls of a survey, inabiliy o access daabases, ec.). In pracice, he Group aims o limi ha risk by using off-heshelf sysems and sofware ha are dispached over several locaions, and by implemening back-up procedures and replicaions of crucial daabases. If a problem occurs concerning a given sysem or a a given sie, he Ipsos Group has made i possible o ransfer operaions o oher sies. The Ipsos nework uses securiy equipmen from firs-ier suppliers based on Cisco echnologies. This equipmen ensures ha our nework remains coheren and minimises he risks of inrusion. The majoriy of our sies are hooked up o he Ipsos daa cenre using encryped communicaions proocols over he Inerne based on VPN echnology (Virual Privae Nework). This is currenly being exended o all he Ipsos group companies worldwide. The Ipsos group has inroduced a policy of auomaic securiy and anivirus sofware updaes on all is compuers. In addiion, each Inerne access poin a Ipsos sies is proeced by a firewall Risk of Repuaion Given is inernaional presence and visibiliy, he Ipsos Group is exposed o aacks of various naures agains is repuaion, noably hrough communicaion means such as he Inerne he occurrence of which may have an adverse effec on is financial siuaion and profiabiliy. In order o limi such risk, he Group raises is employees awareness hrough he diffusion of is principles and values (especially he Green Book), is communicaion rules, in paricular on Inerne and social neworks, and also implemens a wach plan. 4.2 Legal and Regulaory Risks Risks relaing o he regulaion applicable o he aciviy All he Ipsos group companies are exclusively dedicaed o marke research or o is underlying operaions. Is eams have a deailed knowledge of he regulaions applicable o marke research, paricularly concerning daa proecion and he disseminaion of opinion polls (for more informaion, please refer o secion 6.2, «The Regulaory Framework for Marke Sudies», of his reference documen). However, i is no cerain ha he procedures inroduced by he Ipsos group companies will preven employees from non-respec of applicable legislaion. In he fuure, he Ipsos group businesses could also be affeced by he inroducion of privacy legislaion, in paricular legislaion allowing consumers o proec hemselves agains unsolicied elemarkeing. Legislaion relaing o unsolicied elemarkeing calls has, in paricular, been inroduced in he Unied Saes (Do No Call Lis) and in Ialy. In oher counries, exising legislaion ends o be inerpreed narrowly by cours. Similar rules exis concerning unsolicied s (SPAM). Whils in general hese regulaions do no cover marke research, new laws or regulaions or a change of inerpreaion of he exising laws and regulaions by cours could exend his sysem o marke research. In he even ha such regulaions are exended o marke research, here could be a negaive impac on he operaing profi of Ipsos SA. 18 > Ipsos Reference documen

19 Hisorically, he impac of such regulaions on Ipsos aciviy has no been maerial Risk of change in employmen law The Ipsos group employs a large number of emporary workers o adminiser is quesionnaires. In some counries, depending on he local employmen legislaion, hese saff may be considered employees, alhough his siuaion is rare. In a number of counries where he Ipsos group is acive, here is a rend owards providing more proecion for casual saff, as a resul of employmen law or is inerpreaion. This exposes he Group o wo risks: A legal risk if he Group does no offer is emporary workers he same benefis i currenly provides o permanen employees, hus breaching he law. A financial risk if he Group was unable o pass on any increase in labour coss caused by such developmens. The Ipsos group believes ha his risk should be kep in perspecive since i applies o he enire indusry and, herefore, does no affec he Group s compeiive posiion. In order o anicipae and limi such risk, he local eams of he Ipsos Group are in charge of monioring he relevan legislaion and anicipaing is evoluion. Also, wice a year, as a June 30 h and December 31 s, a repor of exising and hreaened liigaion is communicaed o he finance and legal eams of he Ipsos group. (Please refer o secion Risks relaing o pending liigaion of his reference documen) Risks relaing o pending liigaion Pending legal proceedings and liigaion are deailed under secion 20.7 of his reference documen. For he period running from January 1 s, 2012 unil he dae hereof, Ipsos has no knowledge of any oher liigaion or governmenal, judiciary or arbiraion proceedings (nor of any proceedings being suspended hreaening Ipsos) ha may have or has recenly had any maerial effec on he financial siuaion or profiabiliy of Ipsos SA and/or he Ipsos group. A research leader o undersand he world The Ipsos group canno rule ou ha new claims or legal proceedings may arise as a resul of circumsances or facs ha are no known, he risk of which would no be ascerained or quanifiable as of he dae of his reference documen. Such proceedings may have an adverse effec on he financial siuaion or profiabiliy of Ipsos SA and/or he Ipsos group. 4.3 Marke Risks Ineres rae Risks Ipsos exposure o risk arising from changes in marke ineres raes relaes o is long-erm deb. The Group s policy is o manage ineres expenses by using a combinaion of fixed and floaingrae borrowings. Around 68 % of he million euros in bank borrowings a 31 December 2012 (excluding accrued ineress and fair value of derivaive financial insrumens) were floaing rae loans (afer aking ino accoun swap conracs and unnels). A 1% increase in shor-erm ineres raes would have a 5 million euro negaive impac on he Group s financial expense of he financial year Ineres rae swaps have been pu in place in connecion wih he May 2003 and Sepember 2010 bond issues, he Ocober 2005 and April 2009 syndicaed credi faciliies. In 2012 Ipsos has used ineres rae swaps in connecion wih syndicaed credi faciliy of The managemen of ineres rae risk is cenralized a he headquarers of he Group under he responsibiliy of he Group Treasurer. For more deails on ineres rae risk refer o noe «he Financial Saemens»conained in secion 20.2 of his reference documen. Ipsos Reference documen > 19

20 A research leader o undersand he world Exchange Rae Risk The Group has lile exposure o ransacion-relaed exchange rae risk, since is subsidiaries almos always invoice in heir local currency, and since operaing coss are also denominaed in he local currency. As a resul, he Group does no usually hedge is exchange rae exposure. The ransacional exchange rae risk for he Ipsos group is limied primarily o rademark licence royalies and paymens for services or echnical assisance charged by Ipsos SA or Ipsos Group GIE o subsidiaries in local currencies. However, because of he exension of is inernaional aciviies, an imporan and growing par of he revenue of Ipsos (82% of revenue) and is operaing charges is generaed in currencies oher han he euro. Changes in exchange raes can hus have a negaive impac on he financial posiion of Ipsos and is operaing income over he course of a given year and can make i difficul o compare financial saemens from one year o he nex. However, Ipsos ries, whenever possible, o have a percenage breakdown beween cash equivalen denominaed in foreign currency and financing denominaed in foreign currency, while hese flucuaed in he same proporions. For more informaion on he exposure o he exchange rae risk, please refer o noe o he consolidaed financial saemens included in secion 20.2 of his reference documen Liquidiy Risk The Group s objecive is o manage he financing in order have less han 20% of borrowings mauring wihin one year. The Group is commied o aaining cerain financial raios. As a 31 December 2011 and 31 December 2012, he Group fulfilled hese commimens. For more informaion on he financial indebedness of he Group, please refer o noe 5.9 o he 2012 consolidaed financial saemens included in secion 20.2 of his reference documen. Ipsos has made a specific review of is liquidiy risk and i considers ha i is able o pay is deb when hey fall due. For more informaion on he exposure o he liquidiy risk, please refer o noe o he 2012 consolidaed financial saemens included in secion 20.2 of his reference documen Counerpary Risk The counerpary risk and he risk managemen sysem of his risk are described in noes and o he consolidaed financial saemens included in secion 20.2 of his reference documen Share Risk Wih he excepion of he Ipsos reasury shares, he Ipsos group does no hold, as of he dae of his reference documen, any ineres in lised companies. As a 31 December 2012, Ipsos held 36,642 of is own shares of which 20,098 acquired under a liquidiy agreemen enered ino wih BP2S Exane. Consequenly, he Ipsos group believes ha i is no subjec o any risk in relaion o shares of lised companies. For more informaion on he uilisaion of he liquidiy agreemen, please refer o secion of his reference documen. Besides, Ipsos SA graned share subscripion opions and bonus shares o is employees and direcors of he Group. As a 31 December 2012, he opions in force could resul in he subscripion of up o 1,973,852 shares a prices ranging from euros o euros per share and vesed bonus shares up o 764,237 shares. If all or par of hose shares were o be sold on he marke over a shor period of ime, he price of Ipsos shares may fall in he even ha he marke was unable o absorb such a volume of shares a he marke price a ha ime. For more informaion on he maximum poenial diluion, please refer o secion of his reference documen. 20 > Ipsos Reference documen