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					h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille                                                          • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève •                                                          t • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vé                                                         • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell •                                                                 • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens •                                                             • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •                                                          Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava •                                                                    • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac •               •       •                                                          •                    • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London •                                                                                              os Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq                                                                                          Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal •                                                                                                         • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico •                                                                                         nchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer •                                                                                               • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Mun                                                                                              • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris                                                                                        de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater •                                                                                                                   • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Ja                                                                                                     • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale •                                                                                                • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bra                                                                                        • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac •                                                                                                       • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London •                                                                                                        • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq                                                                                          Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires •             •        •             •                 •           •                       • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vél
 umeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englew
 • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athe
pest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckla
ogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucar
h • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Am
erre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead •
tead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wi
                                                                                                                                                                            • Tunis • E H E • R T O • D E C I S I • East Grinstead •
 orf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève T O T HIstanbulA London F MaidenheadO N - M A K I N GClearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osa
  • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Vars
 on • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • L
 • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tu
bul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
                       Cegedim
              Limited liability company
          With a capital of € 8,891,004.61
            127 to 137, rue d’Aguesseau
                  92100 Boulogne
350 422 622 Trade and Corporate Register of Nanterre
                 NAF code : 723 Z
         Telephone : + 33 (0) 1 49 09 22 00
            Fax : + 33 (0) 1 46 03 45 95
               http://www.cegedim.fr/




ANNUAL GENERAL MEETING


   HELD ON 23 APRIL 2003




                                                       1
    Reference document



     SECTION I                         PERSONS RESPONSIBLE FOR DRAFTING THE PROSPECTUS AND AUDITORS ..............4

    1.1.    Name and function of the person responsible for the document ..................................................................................................................4
    1.2.    Statement by the person responsible for the reference document ................................................................................................................4
    1.3.    Name, addresses and terms of office of statutory auditors ...........................................................................................................................4
    1.4.    Information policy 5



    SECTION II                         FILE A - ISSUE/LISTING OF SHARES REPRESENTING THE CAPITAL.................................5

    Not applicable



    SECTION III                        GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL .................................... 5

    3.1. General information about the issuer ........................................................................................................................................................... 5


    3.2.    General information about the capital .......................................................................................................................................................... 7
    3.3.    Current breakdown of the capital and voting rights ..................................................................................................................................... 8
    3.4.    Market on which Cegedim shares are traded ............................................................................................................................................ 10
    3.5.    Dividends         ........................................................................................................................................................................................10



    SECTION IV                         INFORMATION ABOUT CEGEDIM'S ACTIVITIES ................................................................. 11

    4.1. Description of the Cegedim company and Group ...................................................................................................................................... 11
    4.2. Summary information concerning any dependence of Cegedim with regard to patents and licences, procurement,
         industrial, commerical contracts or new manufacturing processes, when these factors have a significant impact
         on the issuer's business or profitability ....................................................................................................................................................... 30
    4.3. Workforce of the Cegedim Group ............................................................................................................................................................... 31
    4.4. Investment policy ........................................................................................................................................................................................31
    4.5. Issuer’s risks     ........................................................................................................................................................................................32



    SECTION V                          NET WORTH – FINANCIAL POSITION – RESULTS .............................................................. 33

    5.1. Financial statements of Cegedim S.A. ....................................................................................................................................................... 33
    5.2. Consolidated statements ............................................................................................................................................................................ 49
    5.3. Fees of the auditors and members of the network dealt with by the Group .............................................................................................. 75




2
SECTION VI                         ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES...................................... 76

6.1. Composition and operation of administrative, management and supervisory bodies ................................................................................ 76
6.2. The managers' holdings in the capital of Cegedim..................................................................................................................................... 76
6.3. Personnel incentive schemes...................................................................................................................................................................... 77




SECTION VII                        INFORMATION ABOUT RECENT DEVELOPMENTS AND FUTURE PROSPECTS............. 77

7.1. Recent developments.................................................................................................................................................................................. 77
7.2. Outlook for the future .................................................................................................................................................................................. 78




Annexes



General Meeting of 23 April 2003 - Management report concerning the operations for the fiscal year ended December 31, 2002 ................. 80


Auditors’ General Report on the annual financial statements.............................................................................................................................. 93


Auditors’ Special Report concerning regulated agreements................................................................................................................................ 94


Auditors’ report concerning the consolidated financial statements...................................................................................................................... 96


Text of the resolutions proposed to the ordinary general meeting of April 23, 2003 ........................................................................................... 97




                                                                                                                                                                                                                    3
     SECTION I – PERSONS RESPONSIBLE FOR DRAFTING THE PROSPECTUS AND AUDITORS

    1.1. Name and function of the person responsible                Alternate auditors
    for the reference document
                                                                    Thierry Colin
    Jean-Claude Labrune                                             25, rue de Montreuil - 75011 PARIS
    Chairman of the Board of Directors                              1st mandate of 23 April 2002
    Cegedim SA                                                      up until the Annual General Meeting held in 2007

                                                                    J. Bernadet
                                                                    104, rue d’Aguesseau - 92100 Boulogne
    1.2. Statement by the person responsible for the                1st mandate of 6 March 1995
    reference document                                              renewed on 18 April 2001 for six financial years up to
                                                                    the Annual General Meeting held on 2007
    To the best of our knowledge, the data provided in this
    reference document reflects the actual state of affairs; it
    includes all the information needed by investors to form
    a view of the assets, activities, financial position, results   Certificate issued by the auditors regarding the refe-
    and prospects of the Cegedim Group. It does not                 rence document
    contain omissions of a type likely to affect its scope.
                                                                    In our capacity as auditors of Cegedim, and pursuant to
    Boulogne, 22 April 2003                                         COB regulation 98.01, in accordance with the professio-
                                                                    nal standards applicable in France, we verified the infor-
    Jean-Claude Labrune                                             mation concerning the financial position and the historical
    Chairman of the Board of Directors                              financial statements given in this reference document.
    Cegedim SA                                                      This reference document was prepared under the
                                                                    responsibility of Mr. Jean-Claude Labrune, Chairman of
                                                                    the Board of Directors. It is our responsibility to issue an
                                                                    opinion concerning the truth of the information it contains
    1.3. Name, addresses and terms of office of statu-              regarding the company’s financial position and the finan-
    tory auditors                                                   cial statements.
                                                                    In accordance with the professional standards applicable
    Regular auditors                                                in France, took the appropriate steps to evaluate the truth
                                                                    of the information concerning the financial position and
    Cabinet Mazars et Guérard                                       the financial statements in order to verify its consistency
    D. Chmielewski                                                  with the financial statements covered by a report. We also
    Le Vinci 4, allée de l'Arche 92075 Paris La Défense Cedex       read the other information contained in the reference
    1st mandate (alternate) of 19 April 1996                        document in order to identify, where relevant, any signifi-
    1st mandate (regular) of 23 April 2002                          cant inconsistencies with the information regarding the
    up until the Annual General Meeting held in 2007                financial position and the financial statements and to indi-
                                                                    cate any patently erroneous information we might identi-
    S.A.R.L. Révision et Commissariat                               fy based on our general knowledge of the company
    P. Ledoux                                                       acquired in connection with our mission. As this involves
    23, rue Louis-le-Grand                                          isolated projected data resulting from a structured deve-
    75002 Paris                                                     lopment process, this reading took into account the
    1st mandate (alternate) of 12 April 1989                        assumptions used by the management and their transla-
    1st mandate (regular) of 10 October 1991                        tion into dollars and cents.
    renewed in 1996 and on 18 April 2001 for six financial          The annual financial statements and the consolidated
    years up to the Annual General Meeting held in 2007             financial statements for the fiscal years ended December
                                                                    31, 2000, December 31, 2001 and December 31, 2002,
                                                                    drawn up by the Board of Directors chaired by Mr. Jean-
                                                                    Claude Labrune, were audited by the auditors in accor-
                                                                    dance with the professional standards applicable in
                                                                    France and were certified without reservation or observa-
                                                                    tion.


4
Based on this work, we have no observations to make        1.4. Information policy
concerning the truth of the information on the financial
position and the financial statements presented in this    The shareholders will be kept informed by:
reference document prepared for the purposes of the        Sandrine Debroise
operation envisioned.                                      Financial Director
                                                           Telephone: + 33 (0)1 49 09 22 59
Paris on April 22, 2003                                    Fax: + 33 (0)1 49 09 23 18
                                                           sandrine.debroise@cegedim.fr

S.A.R.L Révision et Commissariat
P. Ledoux
Auditor

Cabinet Mazars et Guérard
D. Chmielewski
Auditor




 SECTION II – FILE A - ISSUE/ LISTING OF SHARES REPRESENTING THE CAPITAL

This section does not apply at present.



 SECTION III – GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL

3.1. General information about the issuer                  3.1.4. Identification of the purpose of the company
                                                           and reference to the article describing it in the arti-
3.1.0. Name and registered office                          cles of association

Cegedim Head office:                                       Purpose of the company (article 2 of the articles of
127 à 137, rue d’Aguesseau – 92100 Boulogne.               association)

                                                           The purpose of the company is as follows:

3.1.1. Legal form of the issuer, identification of the     - The acquisition of holdings or interests in any compa-
main regulations applicable                                  nies or undertakings involved in information proces-
                                                             sing, analysis or marketing.
Limited liability company with a Board of Directors        - The provision of services including all their aspects
having a capital of € 8,891,004.61.                          and in all areas.
                                                           - Social and economic analyses of all kinds, including all
                                                             their aspects and in all areas, in particular statistical,
3.1.2. Law applicable to the issuer                          financial, commercial and legal studies, studies of
                                                             markets, opinion polls, investigations of all kinds and in
Law of 24th July 1966 on commercial undertakings.            all areas, the formation and use of panels, public rela-
                                                             tions, publicity and calculations of all kinds.
                                                           - The organization and management of enterprises and
3.1.3. Date of foundation and date of termination of         providing them with information by any means
the issuer                                                   whatsoever.
                                                           - Documentation taking any form whatsoever, in particu-
Founded on 18 April 1989 for a period of ninety-nine         lar of a scientific, economic, social, statistical, etc
years (terminates on 18 April 2088).                         nature.


                                                                                                                          5
    - Marketing, in particular the penetration of various mar-        ve, although this deduction shall cease to be compul-
      kets with all the activities necessary for such penetra-        sory when this reserve has reached one tenth of the
      tion to occur.                                                  capital, although it shall once again become obligato-
    - All activities relating to information, information pro-        ry if, for any reason whatsoever, this percentage is no
      cessing, information technology and mechanized data             longer reached,
      processing, including all aspects of their design and         - and all amounts to be appropriated to reserves by law.
      operation in all areas.                                       The balance, plus the profits brought forward, shall
                                                                    constitute the distributable profit which shall be placed
    - The provision of all administrative, financial, accoun-
                                                                    at the disposal of the general meeting for distribution to
      ting or management services for the benefit of subsi-
                                                                    the shareholders in the form of dividends, appropriated
      diaries of the company or any other company in which
                                                                    to any kinds of reserves or carried forward to new
      it has an interest or for the benefit of any third company.
                                                                    account.
    - The acquisition, subscription and management of all           The general meeting may, in addition, decide to distri-
      kinds of securities.                                          bute amounts withdrawn from the reserves at its dispo-
    - All industrial, commercial or financial operations, invol-    sal. In such a case, the decision to this effect shall
      ving movable or immovable property that are directly          expressly indicate the reserves from which the withdra-
      or indirectly linked to the purpose of the company or to      wals are made.
      any similar or related purposes.
    - Participation by the company, by any means whatsoe-           3.1.9. General meetings
      ver, in any companies or undertakings that have alrea-
      dy been founded or may be founded in future that              • Convening and admission requirements
      might relate to the purpose of the company, in particu-
      lar by means of the foundation of new companies,
                                                                    General meetings shall be called and shall deliberate
      making contributions, joining partnerships, subscribing
                                                                    subject to the conditions required by law. They shall
      for or purchasing securities or rights to companies,
                                                                    meet at the registered office or in any other place desi-
      mergers, alliances, participatory associations, econo-
                                                                    gnated in the letter of invitation.
      mic interest groupings or lease-management arrange-
                                                                    Any shareholder shall be entitled to attend general mee-
      ments.
                                                                    tings and participate in their deliberations either in per-
                                                                    son or via a representative, however many shares
    3.1.5. Register and registration number                         he/she holds, simply by providing proof of his/her status
                                                                    as shareholder no later than five days prior to the mee-
    Entry in the Trade and Commercial Register of Nanterre          ting. However, the management board is entitled to
    under number: 350 422 622.                                      reduce this period. Any shareholder may vote by post.


    3.1.6. Place at which legal documents may be consul-            • Exercise of voting right
    ted
                                                                    The extraordinary general meeting held on 8 February
    The legal documents relating to Cegedim may be                  1995 decided that, in view of the proportion of the share
    consulted at the registered office.                             capital represented by them, fully paid up shares that
                                                                    were proven to have been registered in the name of the
                                                                    same shareholder for at least four years would bear a
    3.1.7. Financial year
                                                                    voting right equal to twice the voting right allocated to
                                                                    the other shares. This double voting right is reserved for
    The financial year commences on 1 January and termi-
                                                                    French shareholders and for shareholders from a mem-
    nates on 31 December of each year.
                                                                    ber state of the European Union.
                                                                    Moreover, in the event of an increase in capital resulting
    3.1.8. Distribution of profits according to the articles        from the capitalization of reserves, profits or issue pre-
    of association                                                  miums, the double voting right is allocated from the
                                                                    issue date to registered shares allocated free of charge
    Article 17 of the articles of association:                      to a shareholder in respect of previous shares that also
                                                                    bore this right.
    The following items shall first of all be deducted from the     The double voting right ceases for any share that was
    profits for a financial year, minus previous losses if appli-   converted to a bearer share or transferred, excluding
    cable:                                                          any transfer from registered owner to registered owner
    - at least five per cent to be allocated to the legal reser-    as the result of inheritance or a family gift.


6
• Exceeding thresholds                                                         3.2.2. There is no authorized but unissued capital.

The articles of association do not contain any special
provision relating to declarations that thresholds have                        3.2.3. There are no securities that do not represent
been exceeded. Only the relevant legislation applies.                          capital.


3.2. General information about the capital                                     3.2.4. There are no securities that can be converted
                                                                               into, exchanged for or redeemed in the form of sha-
                                                                               res, equity warrants or any other security likely to
3.2.1. Share capital                                                           increase the capital.

The share capital of Cegedim is set at € 8,891,004.61.
It is divided into 9,331,449 shares, each with a nominal                       3.2.5. Table showing changes in the capital
value of € 0.9528. All the shares making up the capital
of the company are fully paid up and belong to the same
category.

The articles of association do not lay down any condi-
tion applicable to a change in the capital and the
respective rights appertaining to the various categories
of shares that are more restrictive than the conditions
required by law.




                                                                    Number of shares                                                 Nominal
  Date                          Transaction                                                         Premium           Capital         value
                                                                                  total after
                                                                    created      transaction          (in €)           (in €)         (in €)

          Initial number of shares                                  488,300                                                              15.24
 12.94    Takeover of Cegedim        (1)                              6,594        494,894          3,308,684.72    7,544,610.39         15.24
          Division of the nominal value by 4                       1,484,682     1,979,576                          7,544,610.39          3.81
          Capital increase                                          120,000      2,099,576       (2) 7,090,892.39   8,001,957.45          3.81
 04.98    Division of the nominal value by 4                       6,298,728     8,398,304                          8,001,957.45    0.9528063
 12.00    Conversion of capital into €     (3)                                   8,398,304                          8,001,904.05        0.9528
 12.00    Capital increase resulting from a contribution in kind    891,112      9,289,416      (4) 70,900,927.60   8,850,955.56        0.9528
 12.00    Capital increase resulting from a cash contribution        42,033      9,331,449      (5) 73,910,793.03   8,891,004.61        0.9528




(1) FINANCIÈRE Cegedim, which, ever since it was founded in 1989, had held 98.61% of Cegedim's capital, took over Cegedim on
    26 December 1994 and took on its name. This internal transaction was carried out on the basis of the book values of the companies.
(2) Combination of the merger premium of 1994 and the issue premium amounting to € 3,782,207.67.
(3) At the time when the capital was converted into €, it was decided to set the nominal value of a share at € 0.9528. Rounding off the
    nominal value for each of the 8,398,304 shares resulted in a € 53.40 reduction in capital, which was appropriated to the capital reserve.
(4) A contribution premium of € 63,810,035.21 was added to the total premiums specified in (2).
(5) An issue premium of € 3,009,865.44 was added to the total premiums specified in (3).




                                                                                                                                                 7
    3.3. Current breakdown of the capital and voting                    3.3.1. Capital structure, voting rights and informa-
    rights                                                              tion about the shareholders



                                    31 December 2002                                                 31 December 2001
Shareholders Number of       %       Number of Number of double votes % voting Number of      %       Number of Number of double votes % voting
              shares held   held    singles votes                      rights shares held    held    singles votes                      rights
                                                  Shares     Votes                                                 Shares     Votes
SOFIMAT.OR   6,462,044 69.25%          23,500   6,438,544 12,877,088 81.87% 6,438,544       69.00%               6,438,544 12,877,088 81.10%
ALLIANCE
SANTE          933,145 10.00%         933,145           0           0   5.92%    933,145    10.00%     933,145                           5.88%
DISTRIBUTION
JC LABRUNE        38,496    0.41%      38,496           0           0   0.24%     38,496     0.41%                 38,496       76,992   0.48%
GERS              36,788    0.39%           0     36,788       73,576   0.47%     60,288     0.65%                 60,288     120,576    0.76%
PUBLIC         1,801,657 19.31% 1,791,675           9,982      19,964 11.50% 1,860,976      19.94% 1,850,868       10,108       20,216 11.78%
CEGEDIM           59,319    0.64%           0           0           0   0.00%
TOTAL          9,331,449 100.00% 2,786,816      6,485,314 12,970,628 100.00% 9,331,449 100.00% 2,784,013 6,547,436 13,094,872 100.00%


    As far as the company is aware, no significant change               Alliance Santé Distribution is the most recent company
    has occurred since December 2002.                                   to have declared the crossing of this threshold (as at 28
                                                                        March 2001). Reference should also be made to the
    • Approximate number of shareholders                                table in subsection 3.3.1. of this document.

    The approximate number of shareholders among the                    • Proportion of capital held by members of manage-
    public is 1 400. This figure does not properly represent            ment bodies
    the shareholders as a whole, however.
    Shareholders acting through financial organizations are             All the members of the administrative and management
    not counted. Financial institutions and other funds                 bodies apart from Sofimat.or and Alliance Santé
    account for over 80% of the bearer shares counted                   Distribution hold a marginal percentage of the capital
    during the most recent bearer share inventorization pro-            and voting rights (direct holding).
    cedure (on 23 February 2001).
                                                                        • Own shares
    • Shareholders or groups of shareholders that, to the
    knowledge of the management body, singly, jointly or                Cegedim bought back 59,319 shares for a total of
    under a concerted arrangement, directly or indirectly               € 3,435,000 in accordance with the authorization given by
    hold 5% or more of the capital or voting rights or are              the General Meeting of April 23, 2002. The Company plans
    likely to hold this percentage in view of their holdings of         to hold these shares for the long-term in particular to use
    securities giving right to and access to the capital of the         them in connection with external growth operations.
    company.                                                            These shares were recorded as other long-term invest-
                                                                        ments and maintained at their acquisition cost in the
    At the last general meeting held on 23rd April 2002, it             Cegedim corporate financial statements. Consequently, the
    was noted that no shareholder apart from Sofimat.or                 amount of own shares was deducted from the consolidated
    and Alliance Santé Distribution on its own held more                equity capital.
    than 5% of the capital or voting rights.
    Sofimat.or is a limited liability company with a capital of         • Agreements between shareholders
    € 2,947,510 (Trade and Corporate Register of Nanterre
    340 651 132) a majority of which are held by Mr                     Agreements between shareholders provide preferential
    Labrune. It functions as a holding company.                         conditions for the sale or purchase of shares accepted
    Alliance Santé Distribution is a limited liability company          in the negotiations on a regulated market, or whose
    with a capital of € 22,107,536 (Trade and Corporate                 acceptance is requested, and relating to at least 0.5% of
    Register of Nice 025 420 068), a majority of which are              the capital or of the voting rights of the company issuing
    held by the Alliance Unichem Group (pharmaceutical                  the shares.
    distributor).                                                       No such agreement has been declared to the stock
                                                                        exchange authorities or brought to the attention of the
                                                                        company.



8
• Pledging of shares                                                 The capital of Cegedim is therefore increased by
                                                                     € 40,049.04 to € 8,891,004.61. The 891,112 new shares
To the best of the company's knowledge, no shares                    have been dividend bearing since 1 January 2001. They
have been pledged.                                                   have had exactly the same status as the previous shares
                                                                     after payments of the dividend relating to 2000.
3.3.2. Possible changes occurring in the distribution                Subject to this dividend entitlement date, they are covered
of capital over the past three years                                 by all the provisions of the articles of association of
                                                                     Cegedim and are negotiable under the conditions laid
No significant change has occurred in the distribution of            down by law.
capital over the past three years, apart from the trans-
action referred to below.                                            The new shares will be listed on the Second Market of
                                                                     Euronext Paris the day after payment of the dividend for
The share capital of Cegedim was increased by a deci-                2000.
sion of the extraordinary general meeting held on 22
December 2000, which approved the following contribu-
tions made by the company Alliance Santé Distirbution:               3.3.3. The company Sofimat.OR holds 69.25% of the
                                                                     capital and 81.87% of the voting rights and, as a result,
- a contribution in kind in return for the creation of               controls Cegedim SA.
  891,112 new shares,
- a cash contribution in return for the creation of 42,033
  new shares.                                                        3.3.4. Cegedim belongs to a group of companies.
                                                                     Please refer to subsection 4.1.1. of this document
This transaction made it possible for the Cegedim
Group to take over the French pharmaceutical dispen-
sary computerization activities of the Alliance Unichem
Group and the activities conducted by Resip, a subsi-
diary of the same Group, which operates the Claude
Bernard medical database in particular.

Following this operation, Alliance Santé Distribution
became a shareholder in Cegedim, holding 10% of that
company’s capital (see tables given under points 3.2.5.
and 3.3.1. in this section).

• The contribution in kind:

This contribution comprised:
- 8,161 ASB I shares representing 100% of the shares
  in that company,
- 1,600 shares in RESIP, also representing 100% of the
  capital of that company.

This contribution was in return for 891,112 new
Cegedim shares, each with a nominal value of € 0.9528.
The capital of Cegedim is therefore increased by
€ 849,051.51 to € 8,850,955.56.

• The cash contribution:

In addition to the contributions described above, in order
to increase its holding to 10% of the capital of Cegedim,
Alliance Santé Distribution subscribed at the same time
for a capital increase reserved for cash c o n t r i bu t i o n s,
c u l m i n a t i n g i n t h e p ay m e n t o f € 40,049.04,
representing 42,033 shares of a nominal value of
€ 0.9528.


                                                                                                                                   9
     3.4. Market      on   which    Cegedim     shares    are       • Stock exchange on which the Cegedim share is listed
     traded
                                                                    The Cegedim share (SICOVAM code: 5350) was listed
     • Share performance                                            on the Second Market of the Paris Stock Exchange on
                                                                    7 April 1995.

                                                  Final                                              Average monthly
                      Period                                      High              Low
                                                  price                                               volume traded
                                                                                                   Number of
        Year          Month                       Euros          Euros             Euros                            €’000
                                                                                                    shares
        2001          July                        48.80           51.90             45.20           40,705      2,008.00
        2001          August                      52.40           54.00             47.50           79,552      4,030.00
        2001          September                   46.00           54.50             39.05           36,656      1,562.00
        2001          October                     48.80           54.90             44.00           44,282      2,150.00
        2001          November                    48.17           51.95             46.00           55,513      2,768.00
        2001          December                    51.50           54.00             46.80          141,011      7,072.00
        2002          January                     55.00           57.50             46.00          105,239      5,237.00
        2002          February                    57.50           61.20             53.70           43,850      2,505.00
        2002          March                       59.20           63.90             57.50           23,965      1,469.25
        2002          April                       59.80           60.20             57.60           29,527      1,752.33
        2002          May                         52.85           59.55             52.80           76,137      4,285.09
        2002          June                        60.80           62.85             50.55          121,606      6,845.43
        2002          July                        52.00           61.00             51.00           52,082      2,911.31
        2002          August                      43.00           52.00             42.00            9,975        468.06
        2002          September                   34.34           42.48             34.00          106,724      3,901.35
        2002          October                     25.48           33.80             24.50          108,592      3,095.30
        2002          November                    39.00           41.90             24.75          175,780      5,986.01
        2002          December                    41.00           42.00             35.00           77,470      3,011.64
        2003          January                     36.60           41.00             35.60           64,915      2,483.40
        2003          February                    38.64           40.00             34.50           22,078        781.14
        2003          March                       31.85           39.60             31.15           45,558      1,602.03


     3.5. Dividends                                                 of € 0.54 per share and total dividends will represent
                                                                    31.4% of the Group's share of the consolidated net
     Over the past five years, the company has distributed 20       profit.
     to 28% of the Group's share of the consolidated net pro-       All dividends that are not collected after five years from
     fit after amortization of goodwill.                            the date of their becoming payable are assigned to the
     For 2002, each shareholder should receive a dividend           State as prescribed by law.

                                                                        Dividend
      Accounting period        Number of shares                                                              Tax credit
                                                          per share                    total
               1999                8,398,304               2.50 F                  20,995,760 F            10,497,880 F
               2000                *9,331,449             0.457 €                 3,840,939.60 €          1,920,469.80 €
                                                          (3.00 F)                (25,194,912 F)           (12,597,456 F)
               2001                9,331,449               0.54 €                 5,038,982.46 €          2,519,491.23 €
     * Creation in December 2000 of 933,145 shares in return for the contribution made by the ALLIANCE UNICHEM Group. Since
       these shares have been dividend-bearing since 1 January 2001, the dividend has been paid on the basis of the 8,398,304
       former shares.


10
 SECTION IV – INFORMATION ABOUT CEGEDIM'S ACTIVITIES


4.1. Description of the Cegedim company and                     - Management: management of tax, legal, social,
Group                                                             accounting, organizational, audit, insurance, purcha-
                                                                  sing, external communication and trade mark mana-
4.1.0. History and general description of the Group               gement aspects for the Group. On the basis of a fore-
                                                                  cast annual operating budget, these expenses are
• Brief history                                                   charged to the Group's subsidiaries on a monthly
                                                                  basis using distribution codes assigned to each family
Cegedim was founded in 1969 by Jean-Claude                        of services. (Examples of expense indicators: the num-
Labrune, initially with the ambition of becoming the              ber of entries, tax declarations or bank accounts for
database management centre for all European medical               allocating accounting management costs or the work-
publications. Its focus rapidly shifted to data collection        force and the number of social security declarations for
and processing activities for the sales and marketing             personnel management costs).
departments of pharmaceutical companies.
                                                                Cegedim SA also performs an operational role through
Over the years, the Group has expanded its core busi-           the following departments:
ness by broadening its service range and moving into
related activities where it could apply its expertise. This     - Statistics: French pharmaceutical product file manage-
led to the creation of the Direct Marketing division in         ment and processing and preparation of sales statistics
1974, followed by the support activities in information         relating to all pharmaceutical products on the basis of
technology and management services.                             data collected from wholesale distributors and pharma-
                                                                ceutical companies in France on behalf of GERS (eco-
Having established a strong position on the French mar-         nomic interest group including all pharmaceutical com-
ket, the Group began its external expansion in the early        panies based in France).
1990s.                                                          - CCD (Cegedim Communication Directe): the design,
                                                                management and marketing of various nominative data-
In 1995, Cegedim was floated on the Paris Second                bases (professional addresses and associated direct
Market.                                                         marketing services) and the management and proces-
                                                                sing of address lists for third parties.
                                                                - EDI: Electronic Data Interchange; the pooling of data
• The role of Cegedim SA within the Group                       in the transmission of orders and invoices between
                                                                pharmaceutical companies, wholesale distributors and
Cegedim SA is the only company in the Group to be lis-          hospitals (Edipharm system) and the transmission of
ted.                                                            subrogated invoices between pharmacies and paying
                                                                organizations (Télépharma).
Since its foundation, Cegedim SA has operated in the
following areas as the company at the head of the
Group:                                                          • Five sectors of activities divided between two divisions

- Financial: global financial management of the Group,          The Group's activities are divided into two divisions,
  negotiation, audits, search for possible sources of fun-      which are described in detail in subsection 4.1.1.:
  ding, relationship with the financial sector.
- Information technology: development and perfection of         - Healthcare services: 81% of turnover in 2002.
  all the IT tools used by the other departments and sub-       - Services to companies: 19% of turnover in 2002.
  sidiaries of the Group to provide the services sold by
  them. It is also the IT operating centre of the Group.
                                                                A breakdown of turnover into activities is to be found in
- Central services: payroll processing, personnel mana-
                                                                note 18 to the consolidated accounts (section V) for
  gement, invoicing, accounts and monthly reporting. All
                                                                2002 and in subsection 4.1.3. for the past three years.
  the principles of security, reliability and confidentiality
  applicable in the information management sectors of           The table on the following page provides a breakdown
  the IT industry are observed.                                 of the Group's subsidiaries within these divisions.


                                                                                                                             11
                                                                                     HEALTHCARE SERVICES

                                  Pharmaceutical companies
                                                                                                                      Healthcare professionals
   Customer relationship management                             Information and databases


• CRM – For medical representatives                   •Audit and market surveillance                      •Pharmacists
    TVF and                      TEAMS TM                 CAM                         Score cards             Alliadis                     Alliance-Plus
    international subsidiaries   TEAMS Companion                                                              Data Conseil                 Premium, Prestige
                                                          Decisions Research Europe
                                 TEAMS Call Report
                                 TEAMS Head Office
                                 TEAMS Web
                                 TEAMS Vision         •Sales statistics                                   •Doctors
                                                          Cegers France           Click Pharma                Cegedim Logiciels Médicaux CrossWay Ville
                                                                                                                                           dBMed
• CRM – For headquarters                                  Infopharm UK
                                                                                                                                           DIA
    Césame Technologies          ATLAS Repository         Cegedim Rumania, Czech Republic and Slovakia                                     MédiClick
                                 ATLAS CRM Suite                                                                                           Médigest
                                 ATLAS CRM Analytic                                                                                        Ordogest
                                                      •Prescription analysis                                  BKL Consultant               Cardiolite, Doc’Ware
                                                          Icomed France               IcoSurf
•Sales forces optimization                                Icomed Belgium
                                                                                                              In Practice Systems          Vision, Vamp
    Itops                        Itops N@vy

                                                      •Performance measurement                            •Hospitals
•Intranet and professional portal                         Medimed                     Prescriber
                                                                                                              ICSF                         CrossWay Hôpital
    Santesurf                    Santesurf.fr             BKL                         Thales

                                                      •Medical database                                   •Pharmacists, Doctors, Paying organizations
                                                          RESIP                       Banque Claude Bernard
                                                                                                              (Electronic transmission of treatment sheets)
                                                                                                              Télépharma
                                                                                                              Télépharma.IP
                                                      •Individual dispensary statistics                       Qualipharma                  Qualitrans Service
                                                          Santestat                   Santestat

                                                                                                          •Pharmaceutical companies, Wholesalers,
                                                                                                              Hospitals (Electronic data interchange)
                                                      •Promotional support networks
                                                                                                              Cegedim EDI                  Edipharm
                                                          MedExact                    Medexact.fr


                                                          RNP
                                                          Référence Diffusion Médicale Screenpub
                                                                                      Sécuripharm




   12
                                                                       SERVICES TO COMPANIES

              Electronic money                            Information technology,                            Direct marketing and
               and insurance                            management and the Internet                           customer relations


•Direct payment and management                     •Electronic document management                  •Business address lists and allied services
    of cash flows in the healthcare sector             and forms processing                             Cegedim Communication Directe
    CETIP               Supplier of Santé-Pharma       Docubase Systems France                          Cegedim Marketing Process
    CETIP Encaissements                                and USA                 Docubase Form Pro


•Computerization of insurers in                                                                     •Publishing/Electronic publishing/Printing
    the healthcare sector
                                                   •External provision of IT services                   SDI
                                                       PC online                Geideonline             Pharmapost
    Soltim                Esquif, Aneto
                                                       Cegelease / Cofidata     Financial leasing

                                                                                                    •Envelope stuffing, routing
                                                   •External management of                              Message Plus
                                                       human resources
                                                                                                        Médipost
                                                       Cegedim SRH France       Mercure ERM
                                                       and International        Mercure Paie
                                                                                Gestform
                                                                                GMS, GTA
                                                                                                    •Medical sample logistics
                                                                                                        Pharmastock

                                                   •Internet, web-EDI, e-CRM
                                                       NYC
                                                       Midiway


                                                   •Database management technology
                                                       AgdF                     Oracle integrator




                                                                                                                                             13
     • Internal and external growth of the Cegedim Group

     The Group’s activities have been increased since 1969,           summarizes these developments. It refers to the organi-
     the year in which Cegedim was founded, both by inter-            gram provided on the following page (organigram as at
     nal growth (creation of subsidiaries) and by external            31st December 2002).
     growth (acquisition of new holdings). The following table



                       HEALTHCARE                  SERVICES TO
                                                                                     TOTALS             NEW COUNTRIES
       YEAR             SERVICES                   COMPANIES
                  Foundation    Acquisition   Foundation    Acquisition     Foundation    Acquisition
     1969/1979         2                           1                             3                            France
     1980/1985         1                           4                             5
     1986/1991         4                           7              1             11             1              Belgium
                                                                                                            Italy, Spain,
     1992/1995         5             3                            1              5             4        Portugal, Germany,
                                                                                                         United-Kingdom
                                                                                                        Netherlands, Turkey,
                                                                                                         Greece, Hungary,
     1996/1998         5             5             3              3              8             8
                                                                                                         Czech Republic,
                                                                                                         USA, Switzerland
        1999           5            5                                            5             5               Poland
        2000           3           11              1              2              4            13
                                                                                                        Rumania, Slovakia,
        2001           9             5             1              2             10             7
                                                                                                           Brazil, Austria
                                                                                                         Tunisia, Australia,
                                                                                                          Canada, Japan,
        2002           0           24              1              1              1            25         Mexico, Columbia,
                                                                                                        Ecuador, Argentina,
                                                                                                        Korea, New Zealand
           Net impact of restructuring measures since origin                    -1            -4
      TOTALS     34            53          18            10                     51            59           30 countries



     This table does not include departments created within Cegedim S.A. or within its subsidiaries or branches establis-
     hed in France or other countries.


     During 2002, the growth in HEALTH SERVICES was                   Japan, Korea, Australia, New Zealand, South and
     due in particular to the following facts:                        Central America,…;

     - the distribution to new countries of the “customer rela-       - the creation of a joint venture with NDC in the UK to
     tions management” offer to optimize the laboratory               boost static sales operations for pharmaceutical pro-
     sales forces: in South America with the MSM group                ducts (Infopharm Ltd);
     acquired in September 2002 (Mexico, Colombia,
     Ecuador, Costa Rica) and in North Africa (beginning              - the strengthening of the market shares in the compu-
     with Tunisia);                                                   terization of pharmacists in France (Data Conseil).

     - the expansion of the “information and database opera-
     tions” with the promotional investment audit tools for
     pharmaceutical laboratories (acquisition of the CAM
     Group in May 2002); CAM operates in 28 countries, in
     the principal European markets, in the USA, Canada,

14
             100,00 %   AMIX SARL

              50,04 %   AGDF SA
                                                     100,00 %   PLEXUS SA

             100,00 %   ASE SA                       100,00 %   DB COM SA

                                                     100,00 %   MEDICOM SA
                                                                                               Cegedim Group Organigram
                                                     100,00 %   ALLIANCE SOFTWARE SAS
                                                                                                                                       HEALTHCARE SERVICES
             100,00 %   ALLIADIS SAS                 100,00 %   OMB ALPES SAS
                                                                                                                                       SERVICES TO COMPANIES
                                                      93,20 %   APOLINK SA
              95,75 %   ART & STRATEGIE SARL
                                                     100,00 %   DRA

                                                      51,00 %   CAM PACIFIC AUSTRALIA
             100,00 %   CAMM CORP. USA
                                                     100,00 %   CAMM CORP. MR CANADA        12,50 %                             SERVICES SANTÉ
                                                      12,50 %   INTERCAM U.K.                                                   SERVICES ENTREPRISES
              97,56 %   CAM FRANCE                   100,00 %   CAM INTERNATIONAL SPAIN     12,50 %

                                                     100,00 %   ABACAM ITALY                12,50 %

                           2,44 %       74,20 %      100,00 %   CAM PORTUGAL                12,50 %

                                                     100,00 %   CAM INTER. GERMANY          12,50 %

              25,80 %   DECISIONS RESEARCH EUROPE    100,00 %   CAMM INTER UK               12,50 %

                                                     100,00 %   CAM K.K. JAPON
             100,00 %   MEDEXACT SA
                                                     100,00 %   CAMM AMERICA LATINA

                                                     100,00 %   CLM EURL                          91,44 %      TRIDOM SA
             100,00 %   BKL CONSULTANT SA            100,00 %   DATA CONSEIL SA                   95,37 %
                                                                                                               ICSF SA
                                                     100,00 %   MEDIANE SARL                          4,06 %
                                                                                                               SEDIAP                        100,00 %
              99,90 %   CBU SARL

             100,00 %   CEGEDIM SRH SA               100,00 %   JMB CONSEILS SARL                100,00 %      CEGEDIM SRH SUISSE

             100,00 %   CEGELEASE SARL               100,00 %   COFIDATA SA

              50,00 %   CEGERS SARL

              95,00 %   CESAME TECHNOLOGIES SAS
CEGEDIM SA




              99,81 %   CETIP SA                     100,00 %   CETIP ENCAISSEMENTS SARL

              99,93 %   DISTAL SA

              96,00 %   DOCUBASE SARL                 51,00%    VISUALTIM SAS

              20,00 %   EDIPHARM GIE                  70,53 %   MIDIWAY SAS

              97,04 %   INCAMS SAS                   100,00 %   SOLTIM SAS

             100,00 %   ITOPS SARL

                                                      95,00 %                                     68,83 %      SCI MONTARGIS 2000
                                                                MEDIPOST SARL
              22,93 %   NETFECTIVE SA                  5,00 %                                     50,00 %
                                                                                                               MONTARGEST GIE
              49,96 %   NY CONSULTANT SA                                                          50,00 %

              99,90 %   PHARMAPOST SARL              100,00 %   MESSAGE + SARL

             100,00 %   S.D.I SARL                                                                50,00 %      LONGEST GIE

             100,00 %   PHARMASTOCK SARL

             100,00 %   PC ON LINE SARL              100,00 %   CDS SARL

              49,00 %   QUALIPHARMA SARL

             100,00 %   RESIP SARL
                                                                                                 100,00 %      RDM
                                                      95,00 %
                                                                ICOMED SARL
             100,00 %   RNP SARL                       5,00 %                                    100,00 %      SOFIMAT SARL

             100,00 %   SANTESURF SARL                51,00 %   CEGEDIM SOFTWARE TCHEQUIE         10,00 %
                                                                                                               CEGEDIM ITALIA
             100,00 %   SANTESTAT SARL                51,00 %   CE INTERNATIONAL LTD              89,99 %

                                                      51,00 %   CEI STATISTIC TCHEQUIE           100,00 %      CEGEDIM CZ TCHEQUIE

             100,00 %   SOFILOCA SARL                 65,00 %   CEGEDIM TUNISIE                   92,00 %      CEGEDIM HISPANIA SA

                                                                                                  99,97 %      CEGEDIM BELGIUM SA

             100,00 %   TVF SAS                                                                   98,50 %      CEGEDIM PORTUGAL

             100,00 %   CEGEDIM KFT HONGRIE                                                       99,00 %
                                                                                                               INFOSANTE KFT HONGRIE
                                                                                                      1,00 %

              65,00 %   CEGEDIM A.S. TURQUIE          50,00 %                                                  CEGEDIM NEDERLAND             100,00 %
                                                                CEGEDIM DO BRASIL
             100,00 %   CEGEDIM POLAND SP.Z.O.O.      50,00 %                                                  ICOMED BELGIUM                100,00 %
             100,00 %   CEGEDIM HELLAS GRECE                                                                                                  95,00 %
                                                                                                               MS CENTROAMERICA
              75,00 %   CEGEDIM ROUMANIE
                                                                                                               MS MEXICANA                    95,00 %
             100,00 %   CEGEDIM GMBH AUTRICHE
                                                                                                      100,00 % MS ECUATORIANA                 95,00 %
             100,00 %   DOCUBASE SYSTEMS INC. USA
                                                                                                               MS COLOMBIANA
             100,00 %   CEGEDIM USA
                                                      50,00 %   INFOPHARM LTD                    100,00 %      NDC PHARMA
             100,00 %   CEGEDIM LTD UK
                                                     100,00 %   CEGEDIM SRH UK                   100,00 %      INFOSANTE LTD
             100,00 %   CEGEDIM SK SLOVAQUIE

             100,00 %   IN PRACTICE SYSTEMS LTD UK                                               100,00 %      ISS GMBH

             100,00 %   CEGEDIM GMBH ALLEMAGNE                                                   100,00 %      MEDIMED GMBH

              51,00 %   THIN UK                                                                                                                                15
     4.1.1. Description of the main activities of Cegedim          Customer relationship management is provided, both in
     having a significant impact on the consolidated tur-          France and other countries, by means of:
     nover or profit during the three previous accounting          - a powerful medical information management tool
     periods or the current accounting period                        intended for the control and organization of networks
                                                                     of medical representatives; its success is due to doc-
                                                                     tor databases, whose status as works of reference in
     4.1.1.1. Description of activities
                                                                     the pharmaceutical industry is undisputed;
                                                                   - a new service integration tool (data warehouse inten-
     The Cegedim Group is the leading European producer,             ded to consolidate and share all CRM data in a stan-
     operator and distributor of medical information (in terms       dard open environment, using new communication
     of market share based on the number of users of a               tools that can be operated on a flexible basis);
     Cegedim solution).                                            - a geographic sectorization facility that can be used to
     It has developed recognized know-how that enables it to         optimize sales force networks;
     respond to the specific problems of the pharmaceutical        - and a secure Intranet, which is a true portal for pro-
     industry: pharmaceutical companies do not sell their            fessionals offering all the functions necessary for effi-
     products directly to prescribing doctors and therefore do       ciently establishing contact between healthcare pro-
                                                                     fessionals and is also showing itself to be a secure,
     not have traditional customer relationship management
                                                                     efficient and competitive means for circulating the
     systems based on an order/invoice system to allow               information necessary for the processing carried out
     them to understand and control their market.                    by Cegedim.
     Ever since its foundation, Cegedim has developed faci-
     lities intended to provide pharmaceutical companies           The Information and databases include the following
     with the information they need to organize and optimize       services:
     their sales forces. The core business of the Group the-       - the provision of sales statistics relating to all pharma-
     refore comprises services to pharmaceutical compa-              ceutical products on the market, prepared on the basis
     nies, both in France and other countries, which remains         of information collected from wholesale distributors in
     its major line of development for the future.                   France, the United Kingdom and Hungary;
                                                                   - analysis of doctors' prescribing practice by measuring
     The need to meet the expectations of this specific target
                                                                     doctors' preferences for prescribing particular pro-
     group has resulted in Cegedim gaining a mastery of              ducts on the basis of nominative questionnaires in
     state of the art technologies relating to databases, infor-     France and Belgium;
     mation technology, the Internet and networks in general.      - performance measurement tools that can be used to
     This expertise has enabled Cegedim to offer its custo-          define doctors' profiles, measure the effectiveness of
     mers complete information exchange and management               the information sent to them and to perform studies of
     solutions. Niche services, which can be targeted at any         a general nature in order to enable pharmaceutical
     kind of company, have thus helped to expand the origi-          companies to adapt their marketing strategies; depen-
     nal market of the Group (to include SERVICES TO                 ding on the specific features of local markets, this
     COMPANIES) by generating and benefiting from syner-             information is prepared on the basis of doctors (panels
                                                                     in France, nominative data in Germany) or pharmacies
     gies with its core business (HEALTHCARE SERVICES).
                                                                     (Romania);
                                                                   - the extraction of dispensary statistics intended both to
                                                                     optimize pharmacy management and to provide addi-
     I-     HEALTHCARE SERVICES                                      tional information for pharmaceutical companies that
                                                                     will enable them to take account of the "stocks" ele-
     I.1-   Pharmaceutical companies                                 ment in sales statistics;
                                                                   - the constitution of databases for routine annual trac-
     Cegedim's services are intended to provide pharma-              king of promotional investments of the pharmaceutical
     ceutical companies with the information (Information            industry in 28 countries;
     and databases) and the tools (Customer relationship           - monitoring competitors on the basis of a unit for polling
                                                                     doctors in order to find out about the way in which they
     management) that they need to promote their products
                                                                     perceive communication by pharmaceutical companies;
     with the best chance of success.                              - direct marketing tools made available to pharmaceuti-
     In the case of all the services, control (management,           cal companies for publicity at the point of prescription
     processing, development) remains the exclusive                  (messages conveyed to doctors on paper or electroni-
     domain of Cegedim and the activities go well beyond             cally) and at the point of sale (shop windows and mer-
     simply the sale of licences.                                    chandising supports at pharmacies).


16
These services are also enhanced by a reference sour-         I.3-   Electronic money and insurance
ce that has recently been taken over by the Group: the
Claude Bernard medical database.                              The problems associated with management of direct
                                                              payment by insurers and healthcare insurance in gene-
                                                              ral are strategic areas of activity, especially in view of
                                                              their direct link to economic issues in the healthcare
I.2-    Healthcare professionals                              sector.
                                                              Growing official concern about these matters, which are
The success of services for pharmaceutical companies          very much in the news at present, based on a desire to
(described in the previous paragraph I.1-) demands,           control healthcare costs, cannot fail to generate new
inter alia, reliance on active collaboration with healthca-   requirements for information and new optimization tools,
re professionals since these are the very people who          in extension of the efforts already required from the
prescribe or issue medicines and hence represent the          various actors of the chain. Insurance companies will
complex mechanisms of the healthcare market.                  have an active part to play in dealing with the problems
                                                              of public healthcare management.
The Cegedim Group has developed or integrated a
range of facilities and software applications for the         The Group believes that insurance companies are likely
whole spectrum of healthcare professionals, providing         to play an increasingly active part in public health
powerful IT and communication tools for everyday use.         management issues. The growing interest that the
As a leading publisher, Cegedim has gained the trust          authorities have in controlling health expenditure – a
and respect of many in the healthcare sector. A number        very topical issue - is set to generate new information
of healthcare professionals have moreover agreed to           requirements and new optimization tools as a further
contribute from their workplaces to the studies and           extension to the efforts already requested of the various
investigation of the healthcare market (while complying       players in the chain.
with all relevant regulations).

Cegedim’s offers in this business include computeriza-
tion for doctors (general practitioners, specialists, wor-    II-    SERVICES TO COMPANIES
king alone or with other doctors), pharmacists, hospitals
and healthcare establishments and the management of           SERVICES TO COMPANIES work very closely with
flows of information, of an economic nature in particular,    HEALTHCARE SERVICES, exploiting above all techni-
between these operators and paying organizations,             cal synergies. They share computer operating facilities
pharmaceutical companies and wholesalers (electronic          and the research and development infrastructure of the
treatment sheets, subrogated invoices for repayments,         company to which they belong, Cegedim S.A..
orders for drugs and electronic charging).                    Their customers, which were originally pharmaceutical
                                                              companies operating in Europe, now mainly consist of
Cegedim's approach to this market takes account of            companies from other sectors, including banks, new-
specific national features by computerizing healthcare        spaper publishers and telecommunications operators in
professionals directly (France, United Kingdom) or by         particular.
means of partnerships with computer service compa-
nies, which are able to pass on other services offered by
the Group. The acquisition of significant market shares       II.1- Information technology, management and the
that are able to place Cegedim in a leading position is       Internet
based on a frequently aggressive strategy of external
growth in this sector. This is enabling it to maintain its    Specializing in computer management systems the
relationship with its various major collaborators in the      Cegedim Group has added to its services in a number
healthcare sector so that they are able to contribute to      of different areas:
and be adequately represented in its panels, investiga-
tions and other sources of information necessary for the
provision of services intended for pharmaceutical com-
panies.




                                                                                                                           17
     - PC inventory management and IT networks services             4.1.1.2. Detailed description of products and servi-
       (support, personnel cover, design integration and advi-      ces
       ces dealing with the mastery of advanced information
       technologies).                                               The Group's activities essentially comprise recurrent
     - Electronic Document Management and forms proces-             services including information technology and data pro-
       sing (electronic document management systems for             vision services. These services, which are greatly
       sorting, filing and transmitting all types of documents).    enhanced by the various databases of the Group, can-
     - External human resources management: the main                not fail to result in competitive advantages for
       facility is characterized in particular by the opportunity   Cegedim's customers.
       it offers to use a single tool to manage all the
       European staff of a multinational on the basis of a sin-     II-      HEALTHCARE SERVICES
       gle database; to this are added innovative handling
       solutions, a training management tool and an Intranet        I.1- Pharmaceutical companies
       that can be used for personnel management purposes.
     - Design and hosting of Internet sites: development of         Medicines are prescribed by doctors, who are not the
       the concept of global electronic commerce with a full        direct purchasers of the goods produced by the phar-
       range of customer support services.                          maceutical industry. Thus companies lack individual
                                                                    information resulting from invoicing arrangements.
     The payroll and electronic document management acti-           Normal client relationship management linked to orde-
     vities are to a considerable extent performed outside          ring and invoicing arrangements is therefore not appli-
     France, mainly in Europe and secondly in the USA.              cable. Cegedim’s principal objective is therefore to pro-
                                                                    vide pharmaceutical companies with high-performance
                                                                    databases and IT tools, enabling them to convince pres-
     II.1- Direct marketing and customer relationship
                                                                    cribing doctors.
     management
                                                                    Cegedim provides solutions that combine performance
     Cegedim has drawn on its database expertise to deve-
                                                                    and compliance with the public health code and the
     lop professional address lists for business-to-business
                                                                    European data protection regulations.
     communication.
     Customers are keen to entrust all of their promotional
                                                                    Cegedim offers :
     activities to a single service provider, so Cegedim has
     gradually expanded its activities to cover the entire mar-           ➪ Databases and tools that can be used to increase
     keting chain:                                                          knowledge about prescribers.

     - Business adress lists,                                             ➪ Tools for optimizing information equipment and
     - Design of promotional supports,                                      sales forces.
     - Electronic publishing (personalized document and                   ➪ Reporting and analysis tools for sales forces.
       facilities management),
     - Printing,                                                          ➪ Strategic, operational marketing and competition
     - Routing,                                                             monitoring tools and analyses.
     - And an additionnal service dealing with medical
       samples logistics.                                                 ➪ Performance measurement tools.

                                                                          ➪ Promotional investment audit tools


                                                                    I.1.1- Customer relationship management

                                                                    Established in 24 countries, Cegedim organizes its
                                                                    pharmaceutical customer relationship management ser-
                                                                    vices around:

                                                                    ➪ The One Key reference application, the healthcare
                                                                      professional’s database.

                                                                    ➪ Its TEAMS sales force automation suite.

                                                                    ➪ The ATLAS offer, the premier CRM reference appli-
                                                                      cation dedicated to the pharmaceutical industry.


18
➪ Its Itops products for optimization and resources allo-    With a presence in 24 countries and over 46,000 fully-
  cation by sector.                                          equipped users, the Group is the one supplier most able
                                                             to offer international laboratories global facilities in
The success of Cegedim and its international subsidia-       terms of services and geographical coverage. The One
ries is founded on recognized expertise in the area of       Key and TEAMS solutions, in synergy with the ATLAS
nominative database management. To allow optimum             reference application, are continuously updated with
use of its files by its clients, Cegedim develops and mar-   new functionalities adapted to the expectations of an
kets One Key, TEAMS and ATLAS:                               evolving market:

                                                             ➪ Successful establishment of TEAMS in new coun-
➪ The One Key database for general practitioners is the        tries: Mexico, Tunisia, Brazil, United States, etc.
  reference in the European pharmaceutical industry
  and among the world’s leading organizations in the         ➪ Success of the sample-management module adap-
  healthcare sector (specialist journals, insurance com-       ted to suit US and European legislations.
  panies, friendly societies, etc.). Procedures for upda-
  ting and clearing databases have been certified ISO        ➪ Success of the Microview solution, and in-house
  9002 since 1998.                                             ETMS (Electronic Territory Management System)
                                                               application, developed specifically for the emerging
➪ TEAMS is Europe‘s1 most-used software platform               markets of Russia, Eastern Europe, Africa and the
  and service in the fields of management, information         Middle East.
  and sales force activities.
                                                             ➪ Development of TEAMS V6, which features the Vision
➪ Developed by Césame Technologies, ATLAS offers a             module, a powerful micromarketing tool that can be
  complete CRM solution integrating, amongst others,           used to analyse sales and measure marketing cam-
  TEAMS and One Key.                                           paign effectiveness.

                                                             ➪ New campaign plan module for medical representatives.
Cegedim’s services offer is specific to the
pharmaceutical industry. A full services outsourcing         ➪ Success of TEAMS Companion, on palm, pocket PC
platform with all the advantages that accompany the            and tablet PC, which combines the advantages of a
pooling of powerful technology and service resources           powerful portable or fixed workstation and the perfor-
differentiates Cegedim from its competitors.                   mance of a mobile for convenient and practical use in
This global offer has numerous advantages in term of           the field by medical representatives.
costs, performance levels and durability of the service.     ➪ Success of TEAMS Call report, on palm or pocket
TEAMS users are able to access information and tools           PC, which is aimed at pharmaceutical companies not
to suit their requirements without delay. Cegedim’s            wishing to equip their network of representatives with
clients can therefore mobilize their core-business             laptops. Already over 15,000 PDAs deployed.
resources and optimize their competitive advantages.
                                                             ➪ Development of GPRS-network-connected solutions
                                                               for PDA.
● CRM - For medical representatives
                                                             ➪ Success of TEAMS HO (head office), an Intranet
                                                               solution for specific campaigns by headquarters staff:
TVF FRANCE AND INTERNATIONAL SUBSIDIARIES
                                                               samples, telephone calls, specific contracts.
Enjoying around 80% of the market share in France2           ➪ Sharing of TEAMS TM functions with the TEAMS web
with its TEAMS offerings, the Cegedim Group has                solution.
continued its international expansion programme on
three more of the world’s top 10 markets. It created a
subsidiary in the US during the second half of 2002,
signed and initiated the first two contracts. 2002 also
saw the purchase of MSM, Mexico’s3 leader in
pharmaceutical sales management with over 50% of the
market and has establishments in central America,            (1) Source Cegedim: in number of users of a CRM offer in pharmaceutical
                                                                 laboratories who are present in the European markets in which Cegedim
Equador and Columbia. Combined with success in                   proposes it’s offers.
Brazil, this further major move has firmly established       (2) Source Cegedim: in number of users of a CRM offer in pharmaceutical
                                                                 laboratories present in the French market.
Cegedim in South America and consolidates its                (3) Source Cegedim: in number of pharmaceutical representatives in the
presence in the top ten global pharmaceutical markets.           Mexican market.



                                                                                                                                         19
     ● CRM - For headquarters: ATLAS, the first CRM                                    ● Sales forces optimization
     reference application for the pharmaceutical industry
                                                                                       ITOPS
     CÉSAME TECHNOLOGIES
                                                                                       Itops provides customers in France, the United
     Césame Technologies is the Cegedim Group subsidiary                               Kingdom, Germany, Italy and the Benelux countries with
     responsible for implementing CRM and DataWarehouse                                a service for optimization and allocation by sector of
     projects dedicated to the pharmaceutical industry.                                sales force and medical information. Itops also speciali-
                                                                                       zes in sales force analysis and auditing and offers its
     The information comes from internal systems (such as                              customers new specialist tools such as Itops N@vy.
     accounts and sales administration), Cegedim’s                                     This powerful geographic display tool integrates geoco-
     database, other databases, to be analysed and                                     ding of general practitioners, cartographic data, sales
     combined within a flexible customised framework. The                              targets and figures and targets and performance data
     ATLAS solution thus gives companies a 360° view, via a                            for medical visits.
     dedicated portal that is customized and in-house.
                                                                                       ● Intranet and the Santesurf professional portal
     The offer includes:
                                                                                       Santesurf is the only free, secure French Intranet
     ➪ On the sources side, ATLAS Repository is a turnkey                              service for those working in and around the healthcare
       marketing/sales database incorporating business                                 sector (doctors, pharmacists).
       know-how.

     ➪ On the utilization side, it is based around two comple-                         I.1.1- Information and databases
       mentary features:
                                                                                       ● Audit and competition watching
         • ATLAS CRM Suite: Front-office application softwa-
           re incorporating management rules specific to the                           CAM GROUP
           pharmaceutical industry and federated around
           menus that evolve in step with users (customer ser-                         Leader4 in the creation of promotional investment data-
           vice/medical information, conference management,                            bases for the pharmaceutical industry, the CAM Group
           legal-specification management, etc.).                                      is one of two global healthcare marketing-data provi-
         • ATLAS CRM Analytique: an analytical application                             ders. It is the sole reference for the world’s top fifty labo-
           to general management, sales and marketing, for                             ratories for the annual systematic monitoring of phar-
           monitoring business and client segmentation stra-                           maceutical laboratories’ promotional expenses.
           tegy.
                                                                                       CAM studies the impact and the nature of all information
     Strategic partnerships with market leaders in the                                 and actions relating to pharmaceutical products to help
     database and business intelligence field (Microsoft,                              general practitioners optimize prescribing performance.
     Oracle, Business Objects, etc.) are enriching Césame                              A 160-strong team collects data, gathered by panels
     Technologies’ solutions and consolidating the success                             composed of over 100,000 general practitioners world-
     of Cegedim’s products that are now used by the                                    wide. All the media used by pharmaceutical laborato-
     market’s principal players.                                                       ries’ marketing teams are analysed on the basis of all
                                                                                       doctors in general and specialized practice and phar-
     In association with TEAMS, the ATLAS solution allows                              macists.
     clients to progressively implement the CRM project
     without disruption of their current system, conserving                            CAM operates in 28 countries; North and South
     investment and controlling costs. In the specialist field of                      America, Europe (including the principal 5 markets),
     CRM, where around 80% of ventures fail. Césame                                    Asia (including Japan), the pacific region (including
     Technologies outsourcing facility combines data,                                  Australia) and in Africa.
     business and technique, an innovation in the
     pharmaceutical industry; six major contracts were                                 DECISIONS RESEARCH EUROPE
     signed since 2002.
                                                                                       Decisions Research Europe carries out ad-hoc studies
                                                                                       principally for the pharmaceutical industry.
                                                                                       Its three main areas are:


     4) Source Cegedim: only market supplier that has developed a trans-border database marketable on a national or global scale.
20
➪ MSPharma competition watch (present in 6 countries:                            INFOPHARM UK / INFOSANTÉ HUNGARY /
  US, UK, Germany, Italy, Spain, France).                                        CEGEDIM ROMANIA, CZECH REPUBLIC AND SLOVAKIA
➪ Quantitative (recall test, monitoring, etc.) and qualita-
                                                                                 Through its various subsidiaries - Infopharm UK,
  tive (focus groups, communication analyses, round                              InfoSanté in Hungary, Cegedim Czech Republic and
  tables, etc.) ad-hoc studies.                                                  Slovakia and Cegedim Romania, Cegedim Group now
➪ International studies (capability to set up and monitor                        offers pharmaceutical product sales statistics that are
  ad-hoc studies in over 23 countries).                                          different from those offered by competitors.

                                                                                 A highlight in 2002 in the United Kingdom was the crea-
Decisions Research America and Decisions Research                                tion of Infopharm UK, a joint venture signed with
Pacific/Asia complete the global presence in this sector.                        NDCHealth, a US company specializing in the acquisi-
                                                                                 tion and transmission of data to the pharmaceutical
● Sales statistics for pharmaceutical products                                   industry. New clients will be gained in 2003 through our
                                                                                 global data solution at national, regional and point-of-
CEGEDIM SA, sales statistics department                                          sale level. This will be made possible by our ability to
                                                                                 offer our clients sectoral data based either on postcodes
This department manages the database of French                                   or bricks, or on the UK healthcare administrative system
pharmaceutical products, compiled from the CIP codes,                            (Primary Care Trust). Increased market coverage and
on behalf of the pharmaceutical industry. It processes                           extrapolation finalization will enable us to enhance the
and compiles the GERS sales statistics on all                                    reliability of the data.
pharmaceutical products by defined geographic units of
analysis on the basis of data collected from wholesale                                             5
                                                                                 Already the leader on the Romanian sales data market,
distributors and producers. Previously only available                            Cegedim will consolidate its position in 2003 by the
monthly, these statistics have been available on line and                        commissioning of the Infosanté Romania project, which
provided on a weekly basis since 1999. The most recent                           will provide clients with finely-targeted sector-based
segmentation, which was introduced in 1998 (746                                  sales data (GSU: Geographical Sales Unit).
geographical units of analysis broken down into 4,612
points of sale aggregates made up of 3 to 8                                      ● Prescription analysis
pharmacies) is much more evenly distributed in terms of
volumes of business and will assist in the establishment                         ICOMED
of true micromarketing for pharmaceutical companies.
                                                                                 Icomed measures doctors' preference for the treatments
CEGERS                                                                           and medicines they prescribe by sending them one or
                                                                                 two named questionnaires per year. More than half of all
Cegers is a subsidiary owned 50/50 by Cegedim SA                                 French doctors, in 19 branches of medicine, inform
and GERS. Working for pharmaceutical companies and                               Icomed of their prescribing habits each year. This nomi-
pharmaceutical industry service providers, it develops:                          native data is particularly useful in defining doctor and
                                                                                 product profiles and also for conducting more general
➪ customized processing solutions based on GERS                                  studies. Icomed has had a presence in Belgium since
  and TVF sales data.                                                            1999, in the form of Icomed Belgium.
➪ performance-monitoring applications (targets, bonu-                            ● Performance measurement
  ses, etc.).
                                                                                 THALES, A BKL PRODUCT
These custom analyses are available in a wide variety
of data formats and are compatible with the Click                                BKL, with its Thales panel of over 4,000 general practi-
Pharma and TEAMS Vision facilities available in all                              tioners and specialists, continues to build on its position
countries.                                                                       as France’s leading medical database, the reliability of
                                                                                 the database being recognized by all French pharma-
➪ Click Pharma is a data formatting solution which can                           ceutical companies and public institutions.
  be customized to meet the requirements of any phar-                            From the data collected by means of the Thales net-
  maceutical company.                                                            work, BKL produces epidemiology, health economics,
                                                                                 marketing, and medical information effect-iveness stu-
➪ TEAMS Vision is an EIS-type tool targeted at regional                          dies. BKL Thales supplies computer hardware and soft-
  managers and head offices and is fully integrated                              ware to doctors, and provides services for electronic
  with the TEAMS facility.                                                       transactions and for managing their surgeries.
(5) Source Cegedim: in sales compared to the other competitors present in the Romanian sales data market.
                                                                                                                                               21
     2002 was a year of strong development and finalization                               which is the only electronic database to compete with
     of all panels of specialists in cardiology, neurology, psy-                          Vidal. The BCB is integrated into dispensary-manage-
     chiatry, paediatrics, rheumatology, and gynaecology.                                 ment software marketed by the Alliadis network
     BKL Thales is the only complete out-patient observation                              (Alliance-Plus software) and by the Data Conseil net-
     facility in France. In terms of public health, such facilities                       work (Premium software), representing 7,500 subscri-
     are a unique and rich source of knowledge. The high                                  bing dispensaries. This database is also included in
     quality of the data collected is due to all the effort over                          software for doctors: 7,000 practices have already been
     many years to obtain information from cooperating doc-                               equipped with it, and their number is increasing by 100
     tors, who must be thanked for their support. Owing to                                each month. It will in time be provided at the doctors'
     the importance of the healthcare data it can provide,                                computerized workstations belonging to the group and
     BKL Thales now deserves to be regarded as a public                                   is also distributed by other medical software suppliers.
     utility company.                                                                     The principal player on the web market, BCB is integra-
                                                                                          ted into healthcare portals and sites. The technology
     MEDIMED                                                                              used currently allows penetration into the hospital sec-
                                                                                          tor by offering an easy-to-use solution for consulting the
     The purpose of the German company Medimed GmbH                                       database in hospital intranet systems.
     is the large-scale electronic collection of nominative
     prescription data acquired individually from each coope-
                                                                                          ● Individual dispensary statistics
     rating doctor (the identity of the doctor is disclosed bot
     not the patient’s, in accordance with German deontolo-
                                                                                          SANTESTAT
     gy). This data, both nominative and qualtitative, consti-
     tutes a particularly powerful tool for pharmaceutical
     companies.                                                                           After several months' investment, the Santestat panel,
     It provides the facility to:                                                         created on the basis of data collected by pharmacists
                                                                                          will produce its first statistical results during 2003. The
     ➪ define doctor profiles and adapt doctors’ medical                                  company already provides pharmacists with the tools
       information strategies.                                                            that they need to optimise their dispensary manage-
                                                                                          ment. In parallel, it will make it possible to enhance the
     ➪ gauge the effectiveness of their medical information.
                                                                                          analyses off e red by GERS, by offering pharmaceutical
     ➪ conduct general studies on markets in which they are                               companies the data they need to monitor pharmacy
       active or wish to expand.                                                          stocks, and to optimize their knowledge of medicine dis-
                                                                                          tribution channels
     Doctors are able, on a quarterly basis, to monitor all
     their prescriptions and adapt their prescribing habits to                            ● Promotional support networks
     suit any budget constraints imposed by the German
     health authorities.                                                                  RÉFÉRENCE DIFFUSION MÉDICALE

     Very popular among the healthcare sector and counting                                Référence diffusion Médicale operates in the area of
     over 13,000 cooperating doctors by the end of 2002,                                  promotion at the point of prescription. It offers pharma-
     Medimed signed numerous contracts with key pharma-                                   ceutical companies a range of products based on:
     ceutical industry customers in 2001 and 2002, which
     meant that its 2002 earnings growth rate stood at over                               ➪ paper (prescriptions).
     70%. These acquisitions and the launching of a national                              ➪ electronically (medical information screens distribu-
     study into prescribing habits will enable it to consolidate                            ted among over 6,000 doctors equipped with various
     its success in 2003. Medimed constitutes, incidentally,                                types of Groupsoftware).
     Europe’s premier performance analysis facility using
                                                                                          ➪ the Santesurf portal.
     nominative data acquired from doctors.

     ● Medical database                                                                   RNP
                                                                                                                                                    6
     RESIP                                                                                RNP, Réseau National de Promotion, is the undisputed
                                                                                          reference for point-of-sale advertising in the pharma-
     RESIP (Recherches et Etudes en Systèmes                                              ceutical and para-pharmaceutical sector.
     Informatiques Professionnels) provides healthcare pro-                               Every 3 weeks in France, RNP promotors/merchandi-
     fessionals with a scientific database to assist in prescri-                          zers provide laboratories with privileged access to
     bing and issuing drugs: Banque Claude Bernard (BCB),                                 19,000 dispensaries. The services they provide include:
     (6) Source Cegedim: in number of advertising spaces in dispensaries in the national territory.

22
➪ Dressing shop windows.                                     ➪ Independent pharmacist.
➪ Enhancing sales areas (shelves, counters).                 ➪ Groups of pharmacists: to date, the Group’s solu-
➪ Conducting surveys.                                          tions are by far the most popular with leading groups
                                                               (Giphar, Pharmaréférence, Pharmalibre, IFMO, Co-
In 2003, RNP will continue to develop its service solu-        Pharm-ec, Optipharm, Resonor, Alphega, etc.).
tion on new media or new targets.                            ➪ Laboratories: with 50% of flows of medicinal pro-
                                                               ducts managed by means of its software applica-
MEDEXACT                                                       tions, the Group is the preferred contact for the prin-
                                                               cipal laboratories when implementing pharmacist-
June 2002 saw the creation of MedExact, the Cegedim            targeted information and communication systems.
Group’s e-marketing agency for doctors. Via its Internet
treatment site and e-mailing, it circulates medical infor-
mation to almost 50,000 doctors in general and specia-       ● Doctors
lized practice. MedExact offers the pharmaceutical
industry the use of these two methods of communica-          CEGEDIM LOGICIELS MÉDICAUX / BKL CONSULTANT /
tion for announcing product launches, for consolidating      IN PRACTICE SYSTEMS
the industry’s position and for promoting brands and
image.                                                       The doctors section of Cegedim comprises Cegedim
                                                             Logiciels Médicaux (dBMed, Dia, Médiclick, Médigest
I.2- Healthcare professionals                                and Ordogest software) and BKL Consultant
                                                             (Doc’Ware) in France and In Practice Systems (Vision
Specializing in software intended for the use of health-     and Vamp) in the United Kingdom. In France, 2002 saw
care professionals, this division offers many synergies
                                                             the consolidation of the integration of all existing struc-
with the other healthcare services of the Group. Relying
                                                             tures and the launch of Crossway Ville, the new-genera-
on a network of computerized professionals who com-
                                                             tion communication software. In the United Kingdom, In
monly use new communication solutions, the Group has
the opportunity to extend its knowledge of the healthcare    Practice Systems is now the reference Windows solu-
market, and thus ensure the excellence of the services       tion for Primary Care.
it provides.
                                                             Cegedim Logiciels Médicaux is now a major European
● Pharmacists                                                publisher of software for doctors, with over 35,000 work
                                                             stations. The main aim for 2003 is to facilitate progressi-
ALLIADIS                                                     ve evolution of the hardware installed in France towards
                                                             Crossway convergence software and associated servi-
Alliadis is, in France, leader in the dispensary IT field    ces.
(30% of the market share; 7,500 clients). Its solution is
based on two global, integrated software solutions,          In France, with Santesurf, the secure healthcare portal
namely Alliance-Plus and Premium, and on the provi-          reserved for the medical profession, doctors - whether
sion of suitable IT equipment.
                                                             or not they have Cegedim systems - are able to transmit
Alliadis is a collection of 3 companies:
                                                             electronic healthcare files (FSEs) to primary health
➪ Alliance Software, a development platform, and the         insurance providers. They also benefit from specialized
  company behind the Alliance-Plus application.              services (mailbox, laboratory letterbox) and have
➪ Alliadis, a distribution platform providing Alliance-      access to the Internet.
  Plus assistance.
                                                             ➪ 31,000 doctors use Santesurf.com on a daily basis,
➪ Data Conseil, a publisher and distributor of Premium         and 7,000 use the FSE transmission service, which
  software.                                                    has turned Santesurf into France’s leading private
In total, throughout France, there are 370 collaborators       pooling service, with a market share of almost 17%.
and 30 skills centres.
                                                             ➪ Santesurf, a private operator, has become the refe-
                                                               rence information-exchange platform for healthcare
With a keen eye on developments in the dispensary
field, Alliadis has been able to adapt to the new econo-       professionals and medical visitors.
mic situation and offers tailor-made solutions to various    ➪ Santesurf serves as a pool for the majority of the
market players:                                                information flows managed by Cegedim.


                                                                                                                           23
     ● Hospitals                                                    beneficiaries, 23,000 healthcare professionals and 225
                                                                    complementary healthcare insurers, providing national
     ICSF                                                           coverage. CETIP Tiers-Payant handled almost 52
                                                                    million direct complementary healthcare pharmacy pay-
     ICSF publishes patient file and medical file software          ment invoices in 2002, 99% by electronic means.
     solutions for public and private health institutions and       During 2003, CETIP will manage a direct payment solu-
     treatment centres, It has already provided its solution to     tion covering radiologists and medical-analysis labora-
     about 100 establishments. Structured around the                tories in collaboration with Santé Pharma (pharmaceu-
     Crossway applications (hospital, clinic, town and net-         tical payment outsourcing operation), the FFSA (French
     work), ICSF’s offering is based on concepts for inputting      Federation of Insurance Companies) and SINTIA, an
     information at source and i nformation sharing, ease of        economic interest grouping, in its capacity as comple-
     use in each specific field, interoperability and infocentre.   mentary health insurer contractor.
                                                                    Its acknowledged performance record, industrial-scale
     ● Pharmacists, Doctors, Paying organizations                   management processes and call centre serving all part-
                                                                    ners make it the preferred partner of insurance compa-
     TÉLÉPHARMA / TÉLÉPHARMA.IP / QUALIPHARMA                       nies, provident institutions, friendly socie-ties and brokers.
     The electronic transmission of treatment formas bet-           CETIP ENCAISSEMENTS
     ween pharmacies and paying organizations is a service
     that is provided in addition to the software and databa-       CETIP Encaissements has for over 25 years been a lea-
     ses supplied by the Group. It provides a permanent             ding provider in outsourcing payment operations in
     solution for day-to-day contact with healthcare profes-        France. With a high-performance logistics platform and
     sionals.                                                       business expertise in standardized, secure conversion
                                                                    of paper documents into electronic documents, CETIP
     ● Pharmaceutical companies, Wholesalers, Hospitals
                                                                    Encaissements guarantees those who deal with high
                                                                    flows of invoices from various business sectors optimi-
     ELECTRONIC DATA INTERCHANGE
                                                                    zed accounting and by extension control of manage-
                                                                    ment costs.
     Within its computerized data exchange (EDI) depart-
     ment, Cegedim has developed expertise enabling it to
     transmit commercial documents such as orders, invoi-           70 specialists benefiting from high-tech image-proces-
     ces, shipping documents, etc. between laboratories,            sing tools and techniques process varying volumes of
     wholesalers/distributors and hospitals (Edipharm sys-          all types of means of payment and work toward integra-
     tem).                                                          ted solutions that combine electronic publishing, routing
                                                                    and TDMS.
     EDI activity also applies outside the healthcare sector
                                                                    SOLTIM
     and covers all exchanges of electronic documents bet-
     ween everyone concerned and also partners, such as             Managing healthcare payment for the treatment of over
     hauliers, and major retail outlets. New, simpler protocols
                                                                    15 million individuals with Esquif and Aneto packages,
     based on Web-EDI have made it possible to open up the
                                                                    Soltim is France’s leading provider of software solutions
     service to numerous healthcare establishments and
                                                                    for individual insurance: management of compulsory
     also to medical-analysis laboratories, in respect of
                                                                    and complementary healthcare and provident funds.
     whom a partnership agreement was concluded with the
                                                                    Soltim provides solutions for all operators on the market
     relevant supplier association.
                                                                    (insurance companies, interprofessional and public
     The Cegedim EDI team has also developed the diagdi-            associations, provident organiz-ations) and provides
     rect website, for managing medical-analysis laborato-          them with three types of service by developing sectorial
     ries’ orders to their suppliers, and the Hospit@lis portal,    software applications, integrating these applications and
     the healthcare portal of the CIP association sponsored         managing information on an ASP basis. To support its
     by the entire French pharmaceutical industry.                  customers as they deal with the changes required by
                                                                    the net economy and to enable them to cope with the
     ● Electronic money and insurance                               new technologies that are essential for their develop-
                                                                    ment strategies, Soltim markets and hosts high value-
     CETIP TIERS-PAYANT                                             added Internet services.
                                                                    After successfully going live on a number of key
     An exclusive Santé-Pharma operator since 1991,                 accounts in 2002, Aneto applications look set to have
     CETIP manages direct pharmacy payment for 10 million           their reference status confirmed on their market in 2003.


24
II- SERVICES TO COMPANIES                                   with existing information systems. The product repre-
                                                            sents a vital addition to business applications and
With its experience in database management and the          management packages (ERP, CRM, CAPM, etc.). The
design of value added services, the Cegedim Group           Docubase Systems customer base comprises govern-
aims to provide optimum support to its partners in their    ment services (family allowance fund, social security
quest to take control of information and add value to       contribution collection office, the health authority),
client capital. In pursuing these objectives, the Group     banks, insurance and pension companies, and many
has developed specific expertise in logistical support      large and medium-sized enterprises in distribution sec-
and management solutions. These solutions are applied       tor and industry. Docubase is represented in most
in two sectors:                                             European countries and in Africa. The company has
                                                            operated a US subsidiary since 1997 and provides ser-
➪ Information technology, management and the                vices and equipment to the Treasury Department and
  Internet.                                                 many other American organizations in a highly competi-
➪ Direct marketing and customer relationship mana-          tive market full of pitfalls for foreign products.
  gement.
                                                            ● External provision of IT services
The expansion of the customer base beyond the health-
                                                            CEGELEASE / COFIDATA : FINANCIAL LEASING
care market guarantees the dynamism of these activi-
ties. The growth of such services is set to both genera-
                                                            Cegelease and its Cofidata subsidiary, both financial
te and exploit synergies with Cegedim’s core business.
                                                            leasing companies, offer financing packages for phar-
II.1- Information technology, management and the            maceutical dispensaries.
internet
                                                            PC ONLINE
Specializing in computer management systems the
                                                            PC online is a value-added product. Its full range of ser-
Cegedim Group has added to its services in a number
                                                            vices enables it to enhance any IT asset entrusted to it.
of different areas:
                                                            Its solution includes the following 4 main areas:
➪ Capture, management and distribution of information.
➪ Provision of external information technology services.    ➪ Network/systems expertise (auditing, implementa-
                                                              tion, maintenance and evolution of IT/information-
➪ External human resources management.
                                                              management/ resource-allocation systems) and net-
➪ Design and hosting of Internet sites.                       work security.
➪ Database management technology.                           ➪ Expertise in electronic archiving solutions (full range
                                                              of services, from acquisition to restoration of data on
● Electronic document management and forms                    media/secure hosting with web consultation/person-
  processing                                                  nel delegation).
                                                            ➪ Outsourced preservation of data media (IT backups,
DOCUBASE SYSTEMS                                              masters, etc.).
                                                            ➪ Expertise in distribution of IT hardware and software
Active in software design and application integration
                                                              (sale and leasing).
since 1989, Docubase Systems specializes in conver-
ting information to electronic form and the subsequent      Thanks to its custom, innovative and high-performing
management of such information. The company offers a        services, PC online can respond to all market require-
comprehensive facility for the electronic management of     ments and is a major player in the IT services sector.
information and documents for businesses. Known as
                                                            ● External management of human resources
GEIDE, this system integrates the capture and automa-
tic identification of documents, indexing, storage and
secure archiving alongside information retrieval and dis-   CEGEDIM SRH
tribution.
The Docubase system is primarily a comprehensive            The premier external payroll management provider in
administrative file management tool for all documents       France and Europe, Cegedim SRH now boasts a base
handled on a daily basis, irrespective of format and ori-   of over 500 customers, including the biggest names in
ginal information medium (paper, film, photograph, file).   industry and services. The company provides a broad
Designed for open and standard architectures                range of services through an integrated package covering:
(Windows, Unix, Linux, Internet), it integrates smoothly    ➪ payroll management.


                                                                                                                         25
     ➪ personnel administration.                                   II.2- Direct marketing and customer relationship
     ➪ time and activity management.                               management
     ➪ payroll management.                                         Cegedim has drawn on its database expertise to deve-
     ➪ management of profit-sharing schemes.                       lop professional address lists for business to business
     ➪ training and skills management.                             communication. Customers prefer to entrust all of their
                                                                   promotional campaigns to a single service provider, so
     ➪ The company HR monitoring and annual company
                                                                   Cegedim has gradually expanded its activities to cover
       HR survey.
                                                                   the entire marketing chain.
     ➪ Self-service solutions for employees and managers.
                                                                   ● Business address lists
     The expansion witnessed in its volume of activity puts
     Cegedim SRH in a very strong position for development         CEGEDIM COMMUNICATION DIRECTE (CCD)
     - confirmation that it will provide the Cegedim Group
     with a major new source of growth in the medium term.         The mission of Cegedim Communication Directe is to
                                                                   design, manage and market various databases, making
                                                                   it the premier French supplier of business address lists.
     ● Internet, web-EDI, e-CRM                                    CCD provides valuable data to companies communica-
                                                                   ting with the professional world. This data is subject,
     NYC                                                           from acquisition to supply, to updating and refinement
                                                                   from a wide variety of sources.
     NYC is an acknowledged website and EDI software
     publishing expert and offers high value-added services        Data supply:
     in e-consultancy and industrial Internet server hosting.      ➪ Corporate and managerial databases: 360,000 com-
                                                                     panies classified by turnover, with telephone and fax
     NYC specializes in data processing and offers solutions         numbers. Over 460,000 decision-makers organized
     to enhance information dissemination between different          in terms of function and skills areas.
     parties, from supplier to end-consumer in the distribu-
                                                                   ➪ INSEE Sirène database (official redistributor since
     tion, healthcare, textile, clothing, linens, automobile and
     transportation sectors.                                         1981): 4,300,000 establishments (complete company
                                                                     inventory).
                                                                   ➪ Professional databases: the liberal professions, admi-
     ● Database management technologys                               nistra-tion, elected representatives, hotel-restaurants,
                                                                     associations for the elderly.
     AGDF                                                          ➪ French and European healthcare databases.

     AgdF, a firm of consultants and provider of IT services,
     offers consultancy and technical expertise. The compa-        Data processing (corporate and private):
     ny develops software building blocks for optimizing the       ➪ Normalization, restructuring, clearing.
     performance of application components in Oracle envi-         ➪ Deduplication, reconcilation, data consolidation.
     ronments. It has unique and acknowledged expertise in
     the areas of architecture, performance optimization and
     auditing.                                                     Work on Company databases:
                                                                   ➪ Database auditing.
     AgdF’s customers are primarily major accounts, integra-
     tors and editors. The company employs established             ➪ Verification.
     experts in the relevant technologies and is currently wit-    ➪ Data enhancement.
     nessing exceptional growth in its editing business in the     ➪ Maintenance of customer data based on CCD own
     Healthcare (PPP company portal) and Property (offer             updates.
     @gir) sectors and in its consultancy and technical
                                                                   ➪ Data analysis, customer profile.
     expertise business.
                                                                   ➪ Consultancy in B to B prospecting.
     AgdF is closely involved in Cegedim innovations and           In order to offer these services, CCD relies on special
     strategic developments.                                       programs and tools, some of which, such as the SOUR-
                                                                   CE database (log of all changes in SIRET numbers
                                                                   since 1993), are unique in France.


26
Subscription Management:                                     ● Printing

SIGA: All-purpose package for managing subscriptions         PHARMAPOST
and client information (press and home shopping).
                                                             Pharmapost, which has ISO 9002 certification, is a
                                                             mass-production printer, specializing more particularly
                                                             in fine paper printing and finishing. In 2002, it produced
Global service integrated into Direct Marketing:
                                                             320 million pharmaceutical product notices, flat, folded
CCD offers its clients every stage in the direct marketing
                                                             or rolled, making it one of France’s largest printers.
chain, via its specialist subsidiaries (design, printing,
routing, mailing).
                                                             ● Envelope stuffing and routing
CEGEDIM MARKETING PROCESS (CMP)
                                                             MÉDIPOST
Cegedim Marketing Process provides research and
consultancy services, specializing in outsourcing docu-      Médipost specializes in direct marketing logistics and
ment processing (from paper documents to on-line             particularly personalization, formatting, packaging and
documents). Its mission is to design and implement           postal mail-shot routing services.
complex, repeat electronic publishing applications for
major market players, control document consumers and         In 2002, Médipost packaged over 71 million messages,
direct marketing campaigns. Its high-tech know-how is        over 58 million of which were sent through the mail.
the result of its document expertise: assistance in          Médipost is continuing to develop its business and is fol-
design, digital printing, electronic document organiza-      lowing a quality procedure in order to receive ISO 9002
tion, management of new communication media.                 certification.


● Electronic publishing/Routing :                            ● Medical samples
In summer 2002, a vast electronic publishing and rou-
                                                             PHARMASTOCK
ting platform was inaugurated at the Longjumeau site
(91). A purely integrated and automated production cen-      Pharmastock is a distributor of pharmaceuticals and
tre for the entire Cegedim Group, this site currently        manages stocks and dispatch of medical samples on
covers an area of 15,000 m2, with the opportunity to         behalf of pharmaceutical companies. Its computerized
extend in the future. Both SDI and Message + are there.      management system is a guarantee to customers of
The IT architecture and the laser-printer and mailing        compliance with the regulations applicable to the distri-
equipment means that these two organizations can             bution of drugs, including compliance with dispensing
develop their facilities management or direct marketing      traceability.
services in a genuinely industrial environment.

SDI
The market’s main provider, with ISO 9002 certification,
SDI is responsible for all or some of the requirements of
major accounts wishing to outsource production of their
management documents (invoices, statements of
account, payments, etc.) or marketing communications
(mailshots, miscellaneous correspondence, etc.).

MESSAGE +
Message + completes SDI’s solution for formatting,
mass mailing with visual inspection, and routing of all
types of management correspondence of any volume.




                                                                                                                          27
     4.1.1.3. The market and conditions under which activi-         Cegedim, is the only country where IMS’ market
     ties are performed                                             share is negligible.

                                                                 ➪ NDC (National Data Corp.), Azyx, Taylor Nelson in
                                                                   the UK, and Quintiles are new competitors.
     • Principal competitors
                                                                 ➪ We also count numerous small local competitors in
     Cegedim’s clientele is historically the worldwide phar-       this market.
     maceutical market and its different pharmaceutical
     representative service providers. Although the health       • HEALTH SERVICES intended for professionals:
     sector is considered to be a continuous growth sector,
     the competition is increasingly keen, and the pressure      ➪ Axilog, subsidiary of Wanadoo (France Telecom) and
     on prices is more and more significant in an increasin-       Hellodoc are present in France in physician automa-
     gly constraining legislative and governmental context. In     tion; Emis and Torex are competitors of the Cegedim
     the search for increased effectiveness of their promotio-     subsidiary in the United Kingdom.
     nal capital expenditures, pharmaceutical laboratories
     are addressing service providers like Cegedim to bene-      ➪ The leader in the pharmacist automation market,
     fit from pertinent information concerning their markets       Cegedim has two main competitors: Pharmagest
     and successful decision-making tools allowing them to         interactive and Slimm-CIP.
     track the implementation of their marketing strategies.
     Concerning this market segment, the Cegedim Group’s
     competition in Europe are the following:                    • HEALTH SERVICES in the electronic payment and
                                                                 insurance sector:

     • HEALTH SERVICES in relation to customer relation-         ➪ Soltim’s main competitors are the large IT integrators
     ship management:                                              that offer specific projects, sometimes based on soft-
                                                                   ware packages from small vendors.
     ➪ Dendrite Inc: very established in the U.S.A. and in
       Japan, in 2001, Dendrite was number 1 worldwide in        ➪ CSC also benefits from a good audience in the insu-
       number of stations installed. In 2002, according to         rance field, even though not very present in the
       its own sources, Cegedim deems that it surpassed            health insurance segment, Soltim’s strong point.
       the number of stations installed worldwide by this
       company.                                                  ➪ PROVAL appeared in 2002 as Soltim’s main compe-
                                                                   titor.
     ➪ Synavant : is very important in most countries but is
       predominant in the UK due to its history (Walsh).         Concerning SERVICES ENTREPRISES (Direct marke-
       Synavant became a Siebel integrator and is losing         ting , computing, management and the Internet) :
       market shares in the field of sales force manage-
       ment.                                                     ➪ SRH, a subsidiary of Cegedim, is number 2 in
                                                                   France, behind ADP GSI, in outsourced human
     ➪ Siebel, Oracle and SAP : generalist competitors             resources management.
       without any real medical specificity. These compa-
       nies are software suppliers and, contrary to              ➪ For the other activities, there are a large number of
       Cegedim, do not supply complete outsourced solu-            competitors in the market.
       tions.
                                                                 The important competitive advantage of this division is
     ➪ There are also numerous competitors in the different      the incorporation of the different services allowing
         countries.                                              Cegedim customers to take advantage of a comprehen-
     In the U.S.A., the market remains open since half of the    sive offer.
     American laboratories still use an internal system.

                                                                 • Customers
     • HEALTH SERVICES in relation to databases and clini-
     cal trials:                                                 The customers of the Cegedim Group comprise all the
                                                                 main pharmaceutical companies operating in Europe
     ➪ IMS, the leader worldwide. France with GERS and           and companies from other sectors including, in particu-


28
lar, banks, insurance companies, companies belonging          4.1.2. Figures on production volumes over the three
to the press sector and publishers.                           previous accounting periods
No customer accounts for over 5% of the turnover.
                                                              Not applicable (Cegedim is a service company).
In general, the services provided by the Cegedim Group
see a high rate of repeat orders and are covered by
contracts spanning several years. They are charged in
arrear, on the basis of services actually provided in the
previous month. Support (assistance, maintenance, etc.)
services are covered by an agreement which is general-
ly on an annual basis and calculations are based on a
lump sum linked to the costs and resources committed
by the Group to provide the services in question.

The terms of payment applied are 60 days from the end
of the month for French companies (73% of turnover),
i.e. about 80 days if invoicing occurs on the 10th of the
month.



• Activities subject to specific official regulations,
whose amendment would have a significant impact

Although the healthcare sector is highly regulated, the
Group, as a service provider, is not subject to special
regulations, apart from its regular declarations to CNIL
[French national information technology and Civil
Liberties Committee] relating to the address lists and
databases owned and managed by it.

Apart from France, all the member states of the
European Union in which Cegedim has established
itself have implemented European Directive 95/46/EC of
24th October 1995 on the protection of individuals with
regard to the processing of personal data and the free
movement of such data, published in the Official Journal
of the European Communities of 23rd November 1995.
This directive provides in particular for obligations to
make declarations analogous to those introduced by
CNIL.

In France, a draft law is also in the course of preparation
and should be submitted to CNIL in the near future. This
draft law is intended to reinforce the scope of certain
basic rights (advance information and the right of objec-
tion) and should considerably reinforce the powers of
CNIL.

Outside the European Union, subsidiaries situated in
the Czech Republic, Hungary, Poland, Switzerland and
Turkey must also make declarations to the supervisory
authorities in order to comply with the various laws rela-
ting to data protection.
The authorities do not, however, have any specific right
of access to the various forms of information and data
managed by the Group.


                                                                                                                    29
     4.1.3. Breakdown of net turnover achieved during
     the past three accounting periods broken down
     according to category of activity and geographical
     market

      in €’000                                    2002                         2001                            2000
                                       France    Abroad   Total     France    Abroad      Total     France    Abroad      Total
      Pharmaceutical companies         110,110   52,747   162,857   101,706     29,951   131,657     93,402     23,477    116,879
      Healthcare professionals          38,881   33,520    72,401    37,562     35,263    72,825     10,130     30,587     40,717
      Electronic money and insurance    40,392             40,392    39,680        126    39,806     28,518         24     28,542
      Direct marketing and customer
      relationship management           33,562     159     33,721    32,001        12      32,013    29,629         17     29,646
      Information technology,
      management and the internet       25,837    4,869    30,706    26,212      4,440     30,652    22,577      3,769     26,346
      TOTAL                            248,782   91,295   340,077   237,161     69,792   306,953    184,256     57,873    242,130




     4.1.4. Location, importance of the issuer’s main               The Group owns its operating equipment.
     establishments and succinct information concer-                No specific partnership or contract of a commercial natu-
     ning the real estate owned                                     re has an impact on a share of turnover in excess of 5%.
                                                                    By reason of its activity as a service provider, the Group
     A principle establishment is defined as any establish-         is not dependent upon suppliers.
     ment that accounts for over 10% of the turnover or pro-
     duction.                                                       The other purchases and external expenses item repre-
                                                                    sents 32% of the Group’s sales. It is broken down into:
     Cegedim SA leases all the premises that it occupies at         - subcontracting services (30% of the item) assigned to
     Boulogne-Billancourt (suburb of Paris).                          carriers (telecom lines and networks for paperless
                                                                      information traffic) computer services providers and
     Some rent is paid to companies (parent company                   routing and desktop publishing companies for certain
     Sofimat.or or various non-trading real estate investment         specific tasks,
     companies) that share Directors with Cegedim SA, as            - rent amounts (15% of the item) to landlords for Group
     indicated in the special auditors’ report included in the        premises and to computer operating systems sup-
     annexe to this reference document. The rent in question          pliers,
     (premises and parking spaces) amounts to                       - trips, travel, duty costs and entertainment expenses
     € 2,746,171.53 in total for 2002.                                (7% of the item),
     Rent amounts are established in accordance with mar-           - detached and temporary personnel (7% of the item)
     ket conditions and will remain so.                               particularly for hot line services, training and pre-hiring
                                                                      expenses,
                                                                    - the other items (each representing around 2 to 5% of
                                                                      the total) are maintenance and repair, purchases of
     4.2. Summary information concerning any depen-                   expendables and advertising expenses, as well as
     dence of Cegedim with regard to patents and licen-               transport.
     ses, procurement, industrial, commercial contracts
     or new manufacturing processes, when these fac-
     tors have a significant impact on the issuer’s busi-
     ness or profitability

     It should be noted that Cegedim has no dependence on
     patents or licences.
     The monitoring of trade marks and software is supervi-
     sed by the Head Office of the Group, which ensures that
     the intellectual property rights belonging to each Group
     subsidiary are filed and defended correctly and kept up
     to date.


30
4.3. Workforce of the Cegedim Group

The total workforce of the Group (an employment
contract or term contract) at the end of the two most
recent financial years is shown in the following table:


                                                      31 december 2002                     31 december 2001
                    DIVISION
                                                 Executive Non-exec.    TOTAL        Executive    Non-exec.   TOTAL
 HEALTHCARE SERVICES
 Pharmaceutical companies                            542      1,024      1,566          430           732      1,162
 Healthcare professionals                            202        536        738          176           508        684
 Electronic money and insurance                      219         91        310          180           133        313
 TOTAL Healthcare services                           963      1,651      2,614          786         1,373      2,159
 SERVICES TO COMPANIES
 Direct marketing                                     95          286      381          158          128        286
 Information technology,
 management and the internet                         174        112        286           82           287        369
 TOTAL Services to Companies                         269        398        667          240           415        655
 GROUP TOTAL                                       1,232      2,049      3,281        1,026         1,788      2,814




4.4. Investment policy                                     4.4.1. Figures for the main investments, including
                                                           holdings in other companies, such as shares,
4.4.0. Research policy followed by the company or          debentures, etc. made during the past three accoun-
the Cegedim Group                                          ting periods

The investment policy of the Cegedim Group is to conti-    Cegedim Group investments in €’000:
nuously reinvest 8% of its turnover in the development
of its existing and future products and not to include     Date         Intangible            Tangible        Financial
expenses of this type, which are normal current opera-     2000            11,266                11,852         66,097
ting expenses, as fixed assets.
                                                           2001             6,015                25,630          4,701
There is no research and development department in         2002             9,042                28,725          1,947
the Group to which specific personnel would be dedica-
ted.
                                                           • Intangible investments:
                                                           Intangible assets consist essentially of a business.

                                                           • Tangible investments:
                                                           Computer hardware represents 72% of tangible invest-
                                                           ments. The rest is allocated to systems, equipment and
                                                           office furniture (self-financed).

                                                           • Financial investments:
                                                           Financial investments essentially concern the SCI 131
                                                           security deposit (€ 800,000).




                                                                                                                          31
     4.4.2. Indications concerning the principal invest-         Liberties Committee] relating to the address lists and
     ments being made                                            databases owned and managed by it. (For more details
                                                                 see “Activities subject to specific official regulations,
     The Cegedim Group’s strategy concerning external            whose amendment would have a significant impact”
     growth consists in developing its core business: health     under point 4.1.1.3.).
     services. The investments made focus essentially on         The confidentiality constraints to which the Group is
     external growth with particular attention to the interna-   subject are directly related to the preceding.
     tional development of the operations intended for phar-
                                                                 The Group has no link with or dependency on other
     maceutical laboratories, as well as opportunities for
                                                                 companies of a scale significant enough to substantial-
     expanding the line of services offered.
                                                                 ly impact on Cegedim.
     2002 acquisitions were particularly significant in this
     regard (see the section “internal and external growth of    Operating assets are held by the Cegedim Group.
     the Group” in point 4.1.0). They are being actively pur-
                                                                 No special tax arrangements apply to the Group.
     sued in 2003, with the current acquisition of the compa-
     nies SYNAVANT and PROVAL. (See chapter VII –                To the company’s knowledge, there is/are no dispute(s)
     Information concerning recent developments and future       likely to have or that have in the recent past had a signi-
     outlook).                                                   ficant impact on the financial position, the operations
                                                                 and the assets of the company or the Group.


     4.4.3. Main future investments of the Cegedim
     Group that are the subject of firm commitments by           4.5.3. Industrial and environmental risks
     its management bodies
                                                                 As service providers, the companies in the Group are
     There are no major investment projects that are covered     not exposed to industrial or environmental risks.
     by firm commitments by the management.

                                                                 4.5.4. Insurance – Coverage of any risks likely to be
     4.5. Issuer’s risks                                         run by the issuer

     4.5.1. Market risks (interest and exchange rates,
                                                                 Cegedim SA has taken out an insurance policy from a
     shares, credit)
                                                                 reputable company covering it and all the companies of
                                                                 the Group against all risks inherent in its civil professio-
     Only slightly more than 7% of the Group’s operations        nal and operating liability.
     are carried out outside the EEC, which exposes
                                                                 To take into account the nature of the operations of the
     Cegedim to a relatively limited exchange risk. Within the
                                                                 different subsidiaries, two levels of coverage were plan-
     EEC, only the operations carried out in the United
                                                                 ned:
     Kingdom have a relatively significant importance,
     without necessarily generating an important exchange        - 7,622,450 euros for the companies TVF, Soltim and
     risk. Sales made in the UK totaled 36.5 million euros in    Cegedim SRH
     2002.
                                                                 - 762,245 euros for the other companies of the Group.
                                                                 It has also taken out from this same company a policy
     The Group’s net financial debt totaled 49.8 million euros   covering all the sites occupied by it or by the companies
     at the end of 2002. The gross cash flow margin on this      of the Group against tenants’ risks. This policy also
     date was 37.7 million euros. All the interest rates on      covers the consequences of a failure of the Group’s
     loans are variable and are pegged to the EURIBOR.           computer system in the amount of 10,700,000 euros.
     Rate coverage was set up: three quarters of the loans
     are covered by a tunnel swap. Uncovered loans are due
     within two years.
                                                                 4.5.5. Other specific risks

                                                                 None
     4.5.2. Legal risks

     Although the healthcare sector is highly regulated, the
     Group, as a service provider, is not subject to special
     regulations, apart from its regular declarations to CNIL
     [French national information technology and Civil


32
 SECTION V – Net worth – Financial position – Results



5.1. Financial statements of Cegedim S.A.

• Balance sheet and profit and loss account

Balance sheet assets
Balance sheet liabilities
Profit and loss account

• Notes to the balance sheet and profit and loss account




                                                           33
     Socials Accounts

     A - ANNUAL STATEMENTS OF CEGEDIM S.A.

     BALANCE SHEET-ASSETS (in euros)

     Items                                Gross     Depreciation    euros/Net     euros/Net      euros/Net
                                         Amount     & Provisions     31/12/02      31/12/01       31/12/00


     INTANGIBLE ASSETS
     Purchased goodwill                   160,071        160,071                                   36,588
     Other intangible assets            3,705,796      3,122,795      583,002       330,121       491,827


     TANGIBLE ASSETS
     Buildings                          1,318,841      1,126,202       192,639       238,218       294,230
     Plant, machinery and equipment    20,519,264     13,459,958     7,059,306     7,964,726     5,296,811
     Other tangible assets              2,051,758      1,132,954       918,804       778,895       806,087


     INVESTMENTS
     Miscellaneous holdings           118,273,276     17,398,055   100,875,221    85,173,500    88,039,997
     Loans                             68,526,233     14,037,088    54,489,144    40,631,044    35,688,941
     Other fixed assets investments     5,372,141                    5,372,141       983,972       928,199


     FIXED ASSETS                     219,927,380    50,437,124    169,490,256   136,100,476   131,582,679



     STOCKS AND WORK IN PROGRESS
     Stocks of merchandise                120,433                     120,433       141,506       139,676
     Payments on account                  428,486                     428,486       184,875       194,183


     ACCOUNT RECEIVABLE
     Trade debtors                     33,271,854       394,655     32,877,199    23,936,664    21,177,581
     Other debtors                      2,150,019                    2,150,019     8,962,791    13,470,781


     Marketable securities
     Cash at bank in hand               5,801,304                    5,801,304     1,549,935     2,940,639


     PREPAYMENTS AND ACCRUED INCOME
     Prepayments                        1,312,119                    1,312,119     1,082,957      912,594


     CURRENT ASSETS                    43,084,215       394,655    42,689,559    35,858,728    38,835,453


     Deferred charges                      63,578                      63,578
     Translation gain                     532,627                     532,627                         773


     TOTAL ASSETS                     263,607,799    50,831,779    212,776,020   171,959,204   170,418,904




34
BALANCE SHEET-LIABILITIES (in euros)

Items                                          31/12/02      31/12/01      31/12/00
                                                 euros         euros         euros


Share Capital                                 8,891,005     8,891,005     8,891,005
Merger issue premium, share premium, etc.    73,732,002    73,732,002    73,732,002
Legal reserve                                   889,100       889,100       800,196
Regulatory reserves                                  53            53            53
Other reserves                               25,730,812    21,071,040    16,135,373


PROFIT FOR THE YEAR ENDING                   10,206,692     9,698,755     8,865,511
Regulated provisions                                                           285


SHAREHOLDERS’ FUNDS                         119,449,665   114,281,955   108,424,424
Provisions for liabilities                    3,252,088        22,867        73,948
Provisions for charges                          199,968       151,827


PROVISIONS FOR LIABILITIES AND CHARGES        3,452,056      174,694        73,948



BORROWINGS
Bank loans and overdrafts                    68,354,484    38,899,793    20,788,073
Other loans                                     722,184       900,959       852,607
Payments on account                             413,249       238,735       329,048
CURRENT LIABILITIES
Trade creditors                               7,398,701     6,935,699     5,854,435
Taxation and social security                 10,422,704     8,840,124     8,106,463
MISCELLANEOUS LIABILITIES
Creditors for fixed assets expenditures         475,000       475,000
Other creditors                               1,854,523       908,073    25,298,827
Deferred income                                 232,513         8,602         6,433



LIABILITIES                                  89,873,358    57,206,986    61,235,885
Translation loss                                   942        295,568       684,646


SHAREHOLDERS’FUNDS AND TOTAL LIABILITIES    212,776,020   171,959,204   170,418,904




                                                                                      35
     PROFIT AND LOSS ACCOUNT, FIRST PART
     (in euros)




     Items                                                             31/12/02     31/12/01     31/12/00
                                                                         euros        euros        euros


     Merchandise sold                                                    18,610       32,479       28,323
     Production sold: goods - FRANCE                                     91,349       71,629       58,467
     Production sold: services - FRANCE                              75,511,288   66,285,985   59,881,973
     Production sold: services OUTSIDE FRANCE                         5,038,064    3,339,349    3,975,466
     TURNOVER                                                        80,659,312   69,729,441   63,944,229



     Depreciation and provisions written back, transfer of charges      744,183      167,718      569,879
     Other operating income                                               4,548        2,661        9,076
     TOTAL OPERATING INCOME                                          81,408,043   69,899,821   64,523,183



     Purchaser of merchandise                                            18,371       24,743       15,128
     Change in stocks of merchandise                                     21,073       -1,830      -22,017
     Purchases of raw materials and supplies                            138,538      227,521      352,999
     Other purchases and external charges                            32,407,867   27,718,074   25,691,623
     Taxes (other than Corporation tax)                               1,857,132    1,476,910    1,297,027
     Wages and salaries                                              18,628,376   16,474,066   14,524,009
     Social security charges                                          8,441,490    7,214,623    6,748,607
     Depreciation - fixed assets                                      4,892,623    3,371,439    2,948,588
     Depreciation - deferred charges                                     63,578                   293,075
     Provisions - current assets                                        161,259      392,123       94,362
     Other operating charges                                            122,077       89,014      130,146
     TOTAL OPERATING CHARGES                                         66,752,383   56,986,683   52,073,547




     OPERATING PROFIT                                                14,655,660   12,913,138   12,449,636




36
PROFIT AND LOSS ACCOUNT, SECOND PART
(in euros)




Items                                                     31/12/02     31/12/01     31/12/00
                                                            euros        euros        euros


Investment income                                       16,575,418    4,789,664    5,423,444
Other interest and similar income                        3,587,107    2,369,286    1,349,494
Writebacks of provisions and transfers of charges        1,633,736       62,058      251,879
Exchange gains                                              42,186      633,058       12,610
Net proceeds from transfers of marketable securities
FINANCIAL INCOME                                        21,838,447    7,854,065    7,037,427



Financial charges to depreciation and provisions        16,453,759    6,055,557    6,580,181
Interest and similar expenses                            6,954,914    3,698,002    2,314,336
Exchange losses                                            219,052        1,217        3,920
FINANCIAL CHARGES                                       23,627,725    9,754,776    8,898,436



NET FINANCIAL INCOME                                    -1,789,278   -1,900,711   -1,861,009


PROFIT BEFORE TAX                                       12,866,382   11,012,427   10,588,628


Extraordinary income from management activities                           2,954         891
Extraordinary income from investment activities            760,114        5,099       25,169
Writebacks of provisions and transfers of charges          375,107      433,323    1,855,595
EXTRAORDINARY INCOME                                     1,135,221     441,376     1,881,656
Extraordinary charges on management activities             614,298      503,278       50,342
Extraordinary charges on investment activities             500,533                     1,128
Extraordinary charges to depreciation and provisions        48,903      534,557       27,441
EXTRAORDINARY CHARGES                                    1,163,735    1,037,835      78,911


NEXT EXTRAORDINARY INCOME                                  -28,513     -596,459    1,802,745
Employee profit-sharing                                    455,259      627,284    1,028,656
Corporation tax                                          2,175,917       89,929    2,497,205


TOTAL INCOME                                           104,381,711   78,195,262   73,442,266


TOTAL CHARGES                                           94,175,019   68,496,507   64,576,755


NET PROFIT                                              10,206,692    9,698,755    8,865,511


NET PROFIT PER SHARE                                          1.09         1.04         0.95


PROFIT BEFORE TAX PER SHARE                                   1.33         1.05         1.22


PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS PER SHARE           1.38         1.18         1.13



                                                                                               37
     TABLE OF SUBSIDIARIES AND SHAREHOLDINGS

     Subsidiaries                                            Share          Capital other            %            Book value
     more                                                   capital           than share        control             of shares
     than 50% owned                                                               capital                                held
                                                                                                                  Gross value

     AGDF                                                  250,000                239,175       50,04%                 991,711
     AMIX                                                  160,071                 24,969      100.00%                   7,622
     ALLIANCE SANTE EDITION                              1,219,592             -3,893,284      100.00%                       0
     ART & STRATÉGIE                                        42,076                -39,697       95.83%                  80,693
     ALLIADIS/ASBI                                       1,244,136              6,214,703      100.00%              44,224,377
     BKL Consultants                                     6,107,365            -14,672,007      100.00%               7,362,478
     CAM France                                            959,140                115,320       97.56%              13,226,977
     CBU                                                    15,245                112,963       99.90%                  15,245
     CEGEDIM SRH                                         3,696,923             -3,720,496      100.00%               5,566,681
     CEGERS                                                 45,735              1,233,239       50.00%                  22,867
     CETIP                                                 749,436              2,580,425       99.61%               1,178,976
     CESAME TECHNOLOGIE                                  1,000,000               -337,362       95.00%                 950,000
     DISTAL SA                                              48,067              2,404,510       99.81%                       0
     DOCUBASE                                               15,245              1,028,431       96.00%                  14,635
     CEGELEASE                                             200,000             -1,208,176      100.00%                 419,374
     ICOMED                                              3,087,092              1,865,966       95.00%                  36,207
     INCAMS                                                 38,112              3,893,388       97.04%                 586,222
     ITOPS                                                   7,622                467,419      100.00%                  18,243
     MEDEXACT                                              249,908             -2,702,193      100.00%                       1
     MEDIPOST                                            1,676,940                982,904       95.00%                 442,102
     PC ON LINE                                          2,737,204                -31,435      100.00%               3,053,319
     PHARMAPOST                                          2,301,980                507,917       99.90%                 458,872
     PHARMASTOCK                                            76,225                239,618      100.00%                  76,225
     RESIP                                                 158,547              2,113,429      100.00%              20,434,710
     RNP                                                   495,460                830,091      100.00%               2,429,694
     SANTESTAT                                               7,500                 -9,185      100.00%                   7,500
     SANTESURF                                               7,623              1,931,673      100.00%                   7,622
     SDI                                                   686,020             -1,302,870      100.00%               5,541,866
     SOFILOCA                                               15,245                273,592      100.00%                  15,245
     TVF                                                 7,622,451              6,988,953      100.00%               2,135,506
     CAM CORP US                                            11,101                166,773      100.00%               3,350,082
     CEGEDIM AS TURQUIE                                     87,889                223,402       65.00%                  39,637
     CEGEDIM Gmbh (1)                                    1,559,441               -369,481      100.00%               2,599,930
     CEGEDIM HELLAS                                        358,020                107,228       99.98%                 360,244
     CEGEDIM HONGRIE                                        89,427              1,036,783      100.00%                  89,427
     CEGEDIM Ltd                                            63,629               -782,269       99.80%                  63,628
     CEGEDIM POLAND                                         10,278                151,609      100.00%                  10,278
     DOCUBASE INC                                            1,897               -135,082      100.00%                   1,897
     CEGEDIM USA                                             1,115               -311,416      100.00%                   1,115
     CEGEDIM SLOVAQUIE                                       8,125                102,518      100.00%                   8,125
     CEGEDIM Autriche                                      130,000               -642,230      100.00%                 130,000
     CEGEDIM Roumanie                                       21,924                -75,614       75.00%                 880,533
     IN PRACTICE SYSTEMS                                19,845,489            -13,551,640      100.00%                       1
     THIN                                                    1,527               -128,647       51.00%                     779


     Subsidiaries                                          Capital           Equity other            %             Book value
     less                                                                     than share        control             of shares
     than 50 % owned                                                              capital                                held
                                                                                                                  Gross value


     EDIPHARM                                               15,245                 76,490       20.00%                   3,049
     NYC                                                    38,113               -960,706       49.80%                  18,980
     QUALIPHARMA                                            10,000                -68,108       49.00%                   4,900
     DB COM                                                 38,112               -464,227        0.04%                      15
     DRE                                                    40,000                 43,576       25.80%                 161,766
     MEDICOM                                                38,874               -630,949        0.07%                      26
     PLEXUS                                                118,742               -384,288        0.01%                      15
     NETFECTIVE TECHNOLOGY                                 452,730               -775,659       19.25%                 898,888
     INFOSANTE HONGRIE KFT                                  38,404               -694,034        1.00%                     388
     CEGEDIM BRASIL                                        716,205               -248,069       50.00%                 344,602

     (1) Cegedim GMBH is the holding company for the subsidiaries ISS and MEDIMED. ISS as a net worth of (+) 1 518 195 euros and
     MEDIMED has a net worth of (-) 11 736 516 euros.
38
Book value   Loans and advances that have          Amount of     Turnover     Profit for   Dividends
 of shares   been granted but not yet repaid      guarantees    excluding      the year     received
      held                                     and warranties       taxes
 Net value   Gross value           Provision           given


   991,711                                                       1,692,360       72,595       10,800
     7,622                                                       1,988,695          225
         0     2,473,674                                                        680,386
         1                                                         698,614     -108,495
44,224,377                                                      26,101,903    4,049,696      496,188
         0    17,524,490           8,560,642                    10,842,106   -6,532,783
13,226,977        90,346                                         4,623,204      978,848
    15,245                                                         225,450       47,874      159,840
   756,427                                          1,309,000    9,948,175    2,242,884
    22,867                                                       3,439,428      107,114
 1,178,976     1,448,974                                         6,639,550      622,725      212,177
   950,000                                                         386,190     -241,736
         0                                                       1,703,826      999,624
    14,635                                                       5,735,171      306,268
   419,374    13,380,000                                         5,094,964     -544,431
    36,207                                                      10,691,185    1,145,584    1,900,000
   586,222     9,638,688                                           826,107    4,495,242
    18,243                                                       1,926,444      383,774      400,000
         1     2,342,663                                           305,147   -1,378,309
   442,102                                                       6,011,299      261,354
 3,053,319                                                      13,777,331     -166,185      500,000
   458,872                                                       6,328,164      191,025
    76,225       106,714                                         1,890,847      183,290
20,434,710                                                       1,744,116      265,725
 2,429,694                                                      11,445,645      524,928    1,000,000
     7,500                                                               -       -3,876
     7,622                                                      11,061,198    1,683,438    2,000,000
 2,484,150                                                       8,385,326     -770,550
    15,245       503,082                                         1,451,188      115,465
 2,135,506                                                      56,071,489    5,335,999    9,890,000
 3,350,082                                                       1,724,910        8,316
    39,637                                                       1,721,905      290,526
 1,280,000    10,671,437           3,453,199                     1,509,265     -528,845
   360,244                                                       2,002,385      438,053
    89,427                                                       1,200,189      214,159
        57     6,415,739           1,847,298                     1,794,597      517,229
    10,278       704,932                                         1,124,442       41,610
        68     1,555,749            111,236                      1,479,776      500,189
     1,115       447,220                                           140,622     -343,181
     8,125                                                         442,351      185,109
   130,000       412,924                                           154,845     -435,247
   880,533       110,000                                           809,892     -189,668
         1                                                      33,458,578    1,784,444
       779       116,833                                                 0     -131,260


Book value   Loans and advances that have          Amount of     Turnover     Profit for   Dividends
 of shares   been granted but not yet repaid      guarantees    excluding      the year     received
      held                                     and warranties       taxes
 Net value   Gross value           Provision           given


     3,049                                                       2,291,597       4,983          897
         0                                           459,451     1,012,625      51,881
         0       344,376              64,714                     1,253,976     -73,961
        15                                                         686,179     372,541
   161,766                                                         408,874      -3,669
        26                                                         492,238     254,369
        15                                                         633,366     216,473
   221,183                                                       1,587,639    -413,116
       388                                                          91,990    -479,278
   344,602       238,390                                            17,434           -




                                                                                                       39
     B - NOTES TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT



     B.1 ACCOUNTING PRINCIPLES AND METHODS

     Normal accounting conventions have been applied with observance of the conservatism principle,
     assuming:

              • going-concern status,
              • continuity of accounting methods between accounting periods,
              • separation of accounting periods,

     and in line with the usual rules for drawing up and presenting annual statements.
     The basic method used to value the elements included in the accounts is the historical cost method.

     The main methods used were as follows:




     a) Tangible assets

     Tangible assets are valued at their acquisition cost.
     Depreciation allowances were calculated on the basis of the expected useful life.
     The most frequent rates were as follow:

     Tangible assets                                                                        depreciation allowance (%)
                                                                                               duration     mode
     Buildings                                                                                 20   years   Straight line
     Plants, fixtures and fittings                                                              8   years   Straight line
     Machinery and equipment                                                                    5   years   Digressive
     Transport equipment                                                                        4   years   Straight line
     Office equipment                                                                           4   years   Digressive
     Furniture                                                                                  8   years   Straight line
     Computer equipment                                                                         3   years   Digressive
     Telephone equipment                                                                        5   years   Digressive


     b) Intangible assets
     Intangible assets are valued at their acquisition cost, apart from in the case of revalued goodwill (note 10)

     Allowances for depreciation are calculated on the basis of expected useful life.

     Intangible assets                                                                      depreciation allowance (%)
                                                                                               duration     mode
     Goodwill                                                                                   5 years     Straight line
     Database file                                                                              5 years     Straight line
     Software                                                                                    1 year     Straight line




40
c) Share and other investments

The gross value comprises the purchase price excluding ancillary expenses. If the break-up value is less than the gross value,
a depreciation provision is set aside equal to the difference.

The break-up value is defined as follows:
    • Shareholdings: share of the net worth held, taking account of future prospects.
    • Loans*: estimated value taking account of the likelihood of non repayment.
    • Other investments: estimated value taking account of the likelihood of non repayment
* Does not apply to current account relationships with subsidiaries.


The following criteria are used for possible depreciation:
    • Shareholdings: depreciation equal to the difference between the share of equity held and the estimated use value in view
      of the future prospects.
    • Loans: depreciation up to the amount of the negative net worth of the subsidiary in question if it is thought that the subsi-
      diary in question will continue to make a loss over a long period. If this provision is insufficient, an additional provision for
      liabilities and charges is recorded.


d) Trade debtors
Trade debtors are valued at their nominal value. A depreciation provision is set aside if there is a risk of
total or partial non-payment.

e) Change in the valuation method
No significant change in the valuation method occurred during the accounting period.

f) Translation of the statements of non-French companies
In the case of countries participating in monetary union, assets and liabilities denominated in foreign currencies are valued on
the basis of the conversion rate laid down at the beginning of 1999 by the Council of the European Union.
In the case of other countries, the translation rate corresponds to the exchange rate at close of business on 31/12/2002.

g) Exposure to exchange risks
Transactions in foreign currencies entail a limited exchange risk.




B.2 FIXED ASSETS

Items                                                                      Start of   Acquisitions      Disposals              End of
                                                                        accounting      additions     retirements          accounting
                                                                            period                                             period

INTANGIBLE ASSETS                                                        3,072,970        792,898                           3,865,868

Buildings on land owned by third parties                                 1,318,841                                           1,318,841
Plant, machinery and equipment                                          19,229,113       3,365,816          2,075           20,519,264
Transport equipment                                                         11,633                                              11,633
Office and computer equipment, furniture                                 1,693,794        346,331                            2,040,125
TOTAL TANGIBLE ASSETS                                                   22,253,381      3,712,148       2,075,665          23,889,863

Miscellaneous holdings                                                 100,660,772     17,942,405         329,902          118,273,276
Loans, other investments                                                45,978,945     48,012,623      20,093,195           73,898,373
TOTAL INVESTMENTS                                                      146,639,718     65,955,029     20,423,097          192,171,649

TOTAL FIXED ASSETS                                                     171,966,069     70,460,074     22,498,763          219,927,380




                                                                                                                                          41
     B.3 DEPRECIATION

     Balances and flows during                                       Start     Charges during        Writebacks              End of
     the accounting period                                                   accounting period                     accounting period

     INTANGIBLE FIXED ASSETS                                    2,742,849             540,017                            3,282,866
     Buildings on land owned by third parties                   1,080,624              45,579                             1,126,203
     Plant, machinery and equipment                            11,264,388           4,100,605         1,905,034         13,459,959
     Transport equipment                                           11,633                                                    11,633
     Office and computer equipment                                914,898             206,422                             1,121,320
     TOTAL TANGIBLE ASSETS                                    13,271,543            4,352,607         1,905,034         15,719,115

     TOTAL                                                    16,014,392            4,892,624         1,905,034         19,001,981

     Breakdown of charges                                                         Straight line Reducing balance        Derogatory

     INTANGIBLE FIXED ASSETS                                                          540,017
     Buildings on land owned by third parties                                          45,579
     Plant, machinery and equipment                                                   689,925         3,410,680
     Office and computer equipment                                                    171,654            34,768
     TOTAL TANGIBLE ASSETS                                                            907,158         3,445,448

     TOTAL                                                                          1,447,176         3,445,448




     B.4 PROVISIONS
     Items                                                        Start of           Charges         Writebacks              End of
                                                        accounting period                                          accounting period

     Derogatory depreciation

     TOTAL REGULATED PROVISIONS                                         0                                     0                   0
     Provisions for legal proceedings                              22,867                 762             7,622              16,007
     Provisions for exchange losses                                                   532,627                              532,627
     Provisions for pensions, obligations simil.                  151,827              48,141                              199,968
     Other provisions for liabilities and charges                                   2,703,454                             2,703,454


     TOTAL PROVISIONS FOR LIABILITIES AND CHARGES                 174,694           3,284,984             7,622          3,452,056
     Participating interests                                   15,487,272           2,745,024           834,241         17,398,055
     Other fixed assets investments                             4,363,929          10,472,654           799,495         14,037,088
     Provisions for writedowns of accounts receivable             885,783             161,259           652,386            394,655
     Other depreciation provisions                                 13,497                                13,497                   0


     TOTAL DEPRECIATION PROVISIONS                            20,750,482           13,378,937         2,299,620         31,829,799


     TOTAL PROVISIONS                                         20,925,176           16,663,921         2,307,243         35,281,855
     Operating charges and writebacks                                                 161,259           298,399
     Financial charges ans writebacks                                              16,453,759         1,633,736
     Extraordinary charges and writebacks                                              48,903           375,107




42
B.5 MATURITIES OF RECEIVABLES AND PAYABLES

Statement of receivables                                                                   Gross         with no more     with more than
                                                                                          amount        than one year           one year
                                                                                                            left to run        left to run


Loans                                                                                 68,526,233                               68,526,233
Other fixed assets investments                                                          5,372,141                               5,372,141
Doubtful and disputed debts                                                               802,461              802,461
Other trade debtors                                                                   32,469,393            32,469,393
Personnel and associated accounts                                                         747,240              747,240
Social security and related bodies                                                          1,546                1,546
Statement: corporation tax
Statement: value added tax                                                                708,631              708,631
Statement: miscellaneous receivables
Group and associates                                                                      367,046              367,046
Miscellaneous debtors                                                                     325,555              325,555
Prepayments                                                                             1,312,119            1,312,119


TOTAL RECEIVABLES                                                                   110,632,365            36,733,992         73,898,374
Loans granted during the accounting period                                            43,297,636
Repayments received during the accounting period                                      19,766,377


Statement of payables                                                  Gross        with no more      with more than        with over five
                                                                      amount       than one year     one year and no            years left
                                                                                       left to run    more than five               to run
                                                                                                     years left to run
Borrowings with an orig. maturity of no more than one year (1)     18,535,057         18,535,057
Borrowings with an orig. maturity of more than one year    (1)     49,819,426         17,345,183            32,474,243
Miscellaneous borrowings and liabilities                   (2)        722,184             386,253              335,931
Suppliers and associated accounts                                   7,398,701           7,398,701
Personnel and associated accounts                                   3,276,400           3,276,400
Social security and related bodies                                  1,786,803           1,786,803
Statement: corporation tax                                            280,218             280,218
Statement: value added tax                                          4,509,459           4,509,459
Statement: other taxes and similar duties                             569,824             569,824
Creditors for fixed assets expenditures                               475,000             475,000
Group and associates                                       (3)      1,461,218           1,461,218
Miscellaneous debtors                                                 393,305             393,305
Prepayments                                                           232,513             232,513

TOTAL GENERAL                                                     89,460,109          56,649,934           32,810,175
New borrowings during the accounting period                        34,100,000
Borrowings repaid during the accounting period                     11,305,587


(1) All interest on borrowings is at a variable rate linked to EURIBOR.
New loan: CAM group acquisition for 17,000 K€
             COFIDATA and DATA CONSEIL acquisitions, for 6,100 K€
             MEXICO acquisition for 5,000 K€
(2) Most of the miscellaneous borrowings and liabilities item comprises employee profit-sharing, which is paid at a fixed rate of 6 % per
year and by security deposits received.
(3) Corresponds to the consolidation for tax purposes.

                                                                                                                                             43
     B.6 RETIREMENT
     Retirement obligation covered (in total):
     By an insurance company                                                                           830,325


     B.7 SCOPE OF CONSOLIDATION FOR TAX PURPOSES
     The following companies are consolidated for tax purposes:

     • Icomed, Sofiloca, Pharmapost, CBU, PC on Line, Docubase, Médipost, Amix, Cegedim SRH, Sofimat,
     BKL Consultant, Référence Diffusion Médicale, RNP, Goodman Displays, Pharmastock, Distal, Itops,
     Kernet, Message Plus, Santesurf, SDI, TVF, ICSF, Incams, Cegedim Logiciel Médicaux et Soltim.

     • The realized tax saving amounts to:                                                          2,244,958
     • The tax expenses are borne by the consolidated companies.
     • The tax saving of loss-making subsidiaries is recorded as an immediate gain within the company.
     • When the subsidiary returns to profit, the corresponding amount of tax is credited to it.


     B.8 IDENTITY OF THE CONSOLIDATING COMPANY: SOFIMAT.OR
     This is a limited liability holding company mainly owned by Mr Labrune, his family and certain members of
     the management boards of Cegedim SA.


     B.9 ELEMENTS INCLUDED IN MORE THAN ONE ITEM IN THE BALANCE SHEET

     Items                                                  Consolidated                         Shareholdings
                                                             enterprises
     FIXED ASSETS
     Shareholdings                                          118,273,276
     Loans                                                    68,526,232

     CURRENT ASSETS
     Trade debtors                                            18,108,866
     Other debtors                                               422,716

     LIABILITIES
     Trade creditors                                           4,031,474
     Other creditors                                           1,614,797




44
B.10 GOODWILL
Items entered as a result of revaluation: 144,826.57 euros (950,000.00 francs) *
* This value corresponds to an address list belonging to Cegedim, which had been valued at the time of statuory revaluation in 1976.

The value of this asset is handled as follows:
• If the book value of the address list is less than the break-up value, a provision for depreciation is recorded.
• The break-up value is determined from an estimate resulting from analysis of a number of criteria, mainly based
  on the annual turnover obtained from leasing the address list and on the cost of reforming the said address list
  in proportion to the number of addresses.
• This asset is completely written off.




B.11 ADVANCES TO MANAGERS
Under article 106 of the law of 24 July 1966, no advance or loan was paid out to the managers of the company.




B.12 BREAKDOWN OF ACCRUED INCOME
Items                                                                                                   Amounts

Customers, invoices not yet drawn up                                                                    5,266,587
Trade debtors                                                                                           5,266,587


Suppliers, receivables                                                                                    166,151
Accrued income                                                                                             22,376
Other debtors                                                                                             188,527

TOTAL                                                                                                   5,455,114



B.13 BREAKDOWN OF ACCRUED EXPENSES
Items                                                                                                   Amounts

Accrued interest payable on investments                                                                   125,357
Accrued interest payable on borrowings                                                                     75,626
Accrued interest payable on overdrafts                                                                     65,771
Borrowings and liabilities                                                                                266,754


Suppliers, invoices not yet drawn up                                                                    2,349,774
Trade creditors                                                                                         2,349,774


Provision for paid leave                                                                                2,139,025
Provision for telephone bill                                                                              319,499
Personnel, other accrued expenses                                                                         541,091
Statement, accrued expenses                                                                               569,824
Tax and social security liabilities                                                                     3,569,439


Customers, amounts to be credited                                                                         384,500
Miscellaneous accrued expenses                                                                                  0
Other creditors                                                                                           384,500

TOTAL                                                                                                   6,570,467




                                                                                                                                       45
     B.14 DEFERRED CHARGES
     Charges spread over several accounting periods                  at the start      Increases         Depreciation          Net sum at the
                                                                  of acc. period                    during acc. period      end of acc. period

     BALANCES AND FLOWS DURING THE ACCOUNTING PERIOD
     Charges to be spread over several accounting periods                               127,156                  63,578                  63,578




     B.15 BREAKDOWN OF SHARE CAPITAL
     Types                           ________________ Number of shares ________________                          ______ Nominal value ______
     of shares
                                     at the end of created during       created by      at the start of          at the end of   at the start of
                                       acc. period     acc. period   division of the      acc. period              acc. period     acc. period
                                                                     nominal value
     Ordinary shares                   9,331,449                                          9,331,449                   0.9528          0.9528




     B.16 CHANGE IN SHARE CAPITAL TABLE

                                          Capital    Premiums          Legal        Regulatory           Other      Profit for     Regulated             Total
                                                                     reserve          reserves        reserves           year      provisions


     As at 31.12.2001                  8,891,005     73,732,002      889,100                 53     21,071,040     9,698,755                  0    114,281,955


     Increase in capital                                                                                                                                     0
     Reduction in capital                                                                                                                                    0
     Profit 2001                                                                                     9,698,755     -9,698,755                                0
     Dividends                                                                                      -5,038,982                                      -5,038,982
     Regulated provisions                                                                                                                                    0
     Profit 2002                                                                                                  10,206,692                        10,206,692


     As at 31.12.2002 (1)              8,891,005     73,732,002      889,100                 53     25,730,812    10,206,692                  0    119,449,665


     (1) Share capital prior to distribution.




46
B.17 RESULTS FOR THE FIVE PREVIOUS ACCOUNTING PERIODS
As at                                                 31/12/02          31/12/01       31/12/00     31/12/99     31/12/98

Length of accounting period                         12 months        12 months       12 months    12 months 12 months
CAPITAL AT END OF ACCOUNTING PERIOD
Share capital                                        8,891,005        8,891,005       8,891,005    8,001,957    8,001,957
Number of shares                                     9,331,449        9,331,449       9,331,449    8,398,304    8,398,304


ACTIVITIES AND RESULTS
Turnover                                            80,659,312       69,729,441      63,944,229   56,281,345   49,914,103
Profit before taxes, profit-sharing and
charges to depreciation and provisions              32,150,748       20,571,964      20,088,186   20,000,031    8,846,400
Corporation tax                                      2,175,917              89,929    2,497,205    3,377,348     -475,014
Employee profit-sharing                                455,259          627,284       1,028,656    1,001,341     744,125
Charges to depreciation and provisions              19,312,880       10,155,996       7,696,813    7,474,523    4,944,689
PROFIT FOR YEAR                                     10,206,692        9,698,755      8,865,511    8,146,818    3,632,599


Distributed profit                                   5,038,982        5,038,982       3,840,940    3,200,783    2,560,626
Profit per share
Profit net of corporation tax and profit sharing,
before amortization and provisions                        3.16                2.13         1.77         1.86         1.02
Profit after corporation tax and profit sharing,
before amortization and provisions                        1.09                1.04         0.95         0.97         0.43
Attributed dividend                                       0.54                0.54         0.41         0.38         0.30


PERSONNEL
Average workforce                                          466                432          371          345          316
Staff costs                                         18,628,376       16,474,066      14,524,009   12,821,195   10,860,727
Social security charges                              8,441,490        7,214,623       6,748,607    5,911,856    4,971,248



B.18 BREAKDOWN OF TURNOVER
Items                                                            Turnover                                           Total

                                                       France Outside France

Merchandise sold                                       18,610                                                      18,610
Production sold: goods                                 91,349                                                      91,349
Production sold: services                           75,511,288        5,038,064                                80,549,352

TOTAL                                               75,621,248        5,038,064                                80,659,312




B.19 SHARE OF PROFIT FROM JOINT ACTIVITIES

                                                                     Total profit                      Transferred profit

EDIPHARM                                                                     5,312                                 1,062
LONGEST                                                                        836                                   278

TOTAL                                                                        6,148                                 1,341




                                                                                                                            47
     B.20 EXTRAORDINARY CHARGES AND INCOME
     Types of charges                                                                                        Amount

     Charge to the industrial tribunal provision                                                                  762
     Provision for retirement                                                                                  48,141
     Protocols                                                                                                 20,053
     Miscellaneous litigation and compromise                                                                  225,666
     Penalties                                                                                                  1,094
     Other non-recurring expenses                                                                             367,485
     Book values of the tangible assets sold                                                                  170,632
     Book values of the long-term investments sold                                                            329,902

     TOTAL                                                                                                  1,163,735


     Types of revenue                                                                                        Amount

     Writeback of industrial tribunal provision                                                                 7,622
     Sale of tangible fixed assets                                                                            430,213
     Sale of financial investment                                                                             329,902
     Reversal of provision for non-recurring doubtful receivables                                             367,485

     TOTAL                                                                                                  1,135,221



     B.21 BREAKDOWN OF CORPORATION TAX
     Breakdown                                                                  Profit             Taxes         Profit
                                                                         before taxes            payable   after taxes
     Profit before extraordinary items                                     12,866,382        4,273,085      8,593,297
     Corporation tax saving on losses of consolidated companies                             -2,244,958      2,244,958
     Return of corporation tax on consolidated companies                                     1,009,861     -1,009,861
     Neutralization of the CT tax integration                                                 -905,396        905,396
     Extraordinary short-term profit                                          -28,513            7,115        -35,628
     Employee profit-sharing                                                 -455,259         -167,660       -287,599
     CT previous years                                                                         203,870       -203,870

     BOOK PROFIT                                                           12,382,609        2,175,917     10,206,692



     B.22 DEFERRED TAX POSITION
     This information is of minor importance.


     B.23 REMUNERATION OF MANAGERS
     The remuneration of managers is in line with the decisions taken by the management board.


     B.24 WORKFORCE AS AT 31 DECEMBER 2002
     Workforce                                                                                               Salaried
                                                                                                                 staff
     Executive                                                                                                    274
     Non-executive                                                                                                190
     Trainees                                                                                                       2


     TOTAL                                                                                                         466




48
B.25 TAX ON NON-CAPITALIZED LOSSES CARRIED FORWARD
Commitment to pay a price supplement on the acquisition of CAM shares in the amount of 649,125 Euros


CEGEDIM SURETY BONDS TO ITS SUBSIDIARIES


PHARMASTOCK SUBSIDIARY:
Joint surety with its subsidiary PHARMASTOCK in favor of the company BATICENTRE concerning the execution of the condi-
tions of the financial lease operation (authorization of the BD dated August 13, 2002).


MEDIPOST SUBSIDIARY:
Joint surety with its subsidiary MEDIPOST in favor of the item in the amount of € 1,051,898. Joint surety with its subsidiary
MEDIPOST in favor of BNP PARIBAS Lease Group for all amounts owed for the acquisition of BUHRS machine under finan-
cial lease (authorization of the BD dated November 29, 2002).

SDI SUBSIDIARY:
Bank bond in the amount of one million euros granted to BNP PARIBAS (BD authorization dated November 29, 2002, for a
period of one year, renewable once).




B.26 OWN SHARES

CEGEDIM bought back 59,319 shares for a total of 3,435 K€ in accordance with the authorization given by the General
Meeting of April 23, 2002. The company plans to hold these shares for the long-term, particularly in order to use them in
connection with external growth operations; these shares were recorded as other long-term investments and kept at their
acquisition cost in the Cegedim corporate financial statements. Consequently, the amount of own shares was deducted from
the consolidated equity capital.




5.2. Consolidated statements


• Consolidated balance sheet

• Consolidated profit and loss account

• Consolidated operational profit and loss account

• Intermediate balances

• Table of variation in consolidated shareholders’ equity

• Table showing change in the scope of consolidation

• Cash flows based on results of consolidated companies

• Notes to the consolidated accounts



                                                                                                                                49
     Consolidated Accounts

     CONSOLIDATED BALANCE SHEET (in €’000)
     As at 31st December


     Assets                                                            31/12/02   31/12/01   31/12/00
                                                                       in €’000   in €’000   in €’000
                                                                            Net        Net        Net


     GOODWILL ON ACQUISITION (Note 5)                                   47,453     25,171     23,685

     Preliminary expenses                                                  689        610        598
     Research and development                                               76        103
     Concessions, patents and trade marks                                1,928      1,921      1,601
     Purchased goodwill                                                  8,372      4,516      3,774
     Other intangible assets                                            20,413     22,216     22,710

     INTANGIBLE ASSETS (Note 3)                                         31,478     29,366     28,683

     Land                                                                  197        197        197
     Buildings                                                           2,254      2,418      2,691
     Plant and equipment                                                29,160     30,753     19,556
     Other tangible assets                                               5,455      5,005      3,768
     Assets in the course of construction                                                         18
     Advances and instalment                                                           15

     TANGIBLE ASSETS (Note 4)                                           37,066     38,388     26,230

     Participating interests                                                73         27          2
     Shares in companies accounted for by the equity method (Note 7)       -44        -21        214
     Other undertakings                                                    201          8
     Loans                                                                 161      1 087
     Other fixed assets investments                                      3,151      1,864      1,770

     INVESTMENTS (Note 8)                                                3,542      2,965      1,986

     FIXED ASSETS                                                      119,539     95,890     80,584

     Raw materials
     Work in progress - Services                                         1,379        965        117
     Finished or semi finished products
     Goods for resale                                                    3,174      3,499      3,675
     Payments on account                                                 1,110        586        538
     Trade debtors                                                     105,470     87,840     79,407
     State - Deferred tax                                               13,970      9,374      9,316
     Called up share capital to be paid                                    500        500
     Other debtors (Note 9)                                             13,266     15,386     11,211
     Marketable securities                                               2,264      1,335      1,213
     Cash at bank and in hand                                           29,900     24,682     18,953
     Prepayments                                                         5,363      5,259      4,079

     CURRENT ASSETS                                                    176,396    149,426    128,509

     Deferred charges (Note 10)                                          2,274         79         80

     TOTAL ASSETS                                                      298,209    245,395    209,173




50
CONSOLIDATED ACCOUNT (in €’000)
As at 31st December


Shareholders’ funds and liabilities                                                                    31/12/02   31/12/01      31/12/00
                                                                                                       in €’000   in €’000      in €’000
                                                                                                            Net        Net           Net


Share capital                                                                                            8,891      8,891         8,891
Share premium account                                                                                   14,981     14,981        15,087
Reserves - Group                                                                                        71,017     61,413        49,227
Translation reserves - Group                                                                              -238       -238          -238
Translation difference - Group                                                                          -1,302        -58 (A)        -1    (A)

PROFIT FOR THE YEAR ENDED                                                                               16,041     18,089 (B)    15,980    (B)

Investment subsidies
Regulated provisions

SHAREHOLDERS ' FUNDS - GROUP SHARE                                                                     109,390    103,093        88,946

Minority interests - Reserves                                                                            1,572      1,471         1,065
Minority interests - Profit for the year ended                                                             332        204           132

MINORITY INTERESTS                                                                                       1,904      1,675         1,197

PROVISIONS FOR LIABILITIES AND CHARGES (Note 12)                                                         7,208      5,588 (C)     7,275    (C)

Bank loans and overdrafts                                                                               74,242     41,031        26,934
Other loans                                                                                              7,780      4,580         3,315

BORROWINGS (Note 17)                                                                                    82,022     45,611        30,249

Payments on account                                                                                      3,593      3,860         2,111
Trade creditors                                                                                         29,079     28,165        28,015
Taxation and social security                                                                            51,050     45,224        40,219
Fixed asset suppliers

Other creditors                                                                                          2,838      4,568         1,421

Deferred income                                                                                         11,125      7,510         9,740

LIABILITIES                                                                                            179,707    134,938       111,755


SHAREHOLDERS' FUNDS AND TOTAL LIABILITIES                                                              298,209    245,395       209,173




The following corrections are to be made to the results on December 31, 2001 and December 31, 2000
to make them comparable to those for 2002                                                                         31/12/01      31/12/00

unrealized exchange gains or losses on current accounts in foreign currencies with the subsidiaries,
excluded from the financial result and charged to equity capital                                                     -284 (A)       147    (A)
net impact on the result                                                                                              183 (B)        -95   (B)
impact on the deferred tax                                                                                            101 (C)        -52   (C)




                                                                                                                                             51
     CONSOLIDATED PROFIT AND LOSS ACCOUNT (in €’000)
     (First part)                                 Year ended 31st December



     Items                                         31/12/02         31/12/01   31/12/00
                                                   in €’000         in €’000   in €’000

     Merchandise sold - France                       16,733           21,694    11,167
     Merchandise sold - Out of France                23,174           24,110    18,408
     Production sold : goods - France                 4,261            4,804     2,202
     Production sold : goods - Out of France            565              324       303
     Production sold : services - France            227,788          210,662   170,887
     Production sold : services - Out of France      67,556           45,358    39,162

     TURNOVER (Note 18)                            340,077          306,952    242,129

     Production inventoried                            365              858        -73
     Own work capitalised                                                78      5,444

     Operating subsidies                                105               72       271
     Depreciation and provisions written back         9,024            5,507     2,747
     Other operating income                             116              236       287

     TOTAL OPERATING INCOME                        349,687          313,703    250,805

     Purchases of merchandise                        18,889           24,979    23,645
     Purchases of raw material                        4,175            3,351     3,183
     Change in stocks                                   828              493      -608

     Other purchases and external charges           107,585           92,100    72,213
     Taxes (other than corporation tax)               7,128            6,233     5,186
     Wages and salaries                             109,444           94,902    74,999
     Social security charges                         39,382           33,685    26,235
     Depreciation-Fixed assets                       21,360           18,368    14,129
     Depreciation-Deferred Charges                      669               43       396
     Provisions-Current assets                        1,309            2,818     1,132
     Provisions for liabilities and charges             488              889       189

     Other operating charges                          1,133             438        334

     TOTAL OPERATING CHARGES                        312,390          278,299   221,033




     OPERATING PROFIT                               37,297           35,404     29,772




52
CONSOLIDATED PROFIT AND LOSS ACCOUNT (in €’000)
(Second part)                                                                                          Year ended 31st December



Items                                                                                                   31/12/02      31/12/01          31/12/00
                                                                                                        in €’000      in €’000          in €’000

FINANCIAL INCOME (Note 21)                                                                                1,182          2,105            1,241

FINANCIAL CHARGES (Note 21)                                                                               3,788          3,154            2,090

NET FINANCIAL INCOME (charges)                                                                           -2,606         -1,049 ( A )       -849 ( A )

PROFIT BEFORE TAXATION                                                                                   34,691        34,355           28,923

EXCEPTIONAL INCOME (Note 22)                                                                              2,092          1,323              811

EXCEPTIONAL CHARGES (Note 22)                                                                             5,301          3,218            1,470

NET EXCEPTIONAL INCOME (charges)                                                                         -3,209         -1,895             -659

Taxation (Note 23)                                                                                       10,329         11,146 ( B )      9,979 ( B )

TOTAL INCOME                                                                                            352,961       317,131           252,857

TOTAL CHARGES                                                                                           331,808       295,817           234,572

Net profit of consolidated companies                                                                     21,153         21,314           18,285

Share of profits in affiliate undertakings                                                                   -78          -300               -64

Goodwill amortisation                                                                                     4,702          2,721            2,109

TOTAL CONSOLIDATED NET PROFIT                                                                            16,373        18,293            16,112

Minority interests                                                                                          332            204              132

GROUP SHARE                                                                                              16,041        18,089 ( C )     15,981 ( C )

PROFIT BEFORE TAXATION PER SHARE                                                                           3.72           3.68             3.10

GROUP SHARE BEFORE TAXATION PER SHARE                                                                      2.80           3.12             2.77

GROUP SHARE PER SHARE                                                                                      1.72           1.94             1.71



The following corrections are to be made to the results on December 31, 2001 and December 31, 2000
to make them comparable to those for 2002.                                                                             31/12/01          31/12/00

unrealized exchange gains or losses on current accounts in foreign currencies with the subsidiaries,
excluded from the financial result and charged to equity capital
net impact on the financial result                                                                                         284    (A)      -147     (A)
impact on the corporation tax                                                                                             -101    (B)        52     (B)
impact on the group profit                                                                                                 183    (C)        -95    (C)




                                                                                                                                                          53
     CONSOLIDATED PROFIT AND LOSS ACCOUNT (in €’000)




                                                       HEALTHCARE SERVICES as at 31/12/2002




     Breakdown by sector                           PHARMACEUTICAL    HEALTHCARE     ELECTRONIC       TOTAL
                                                     COMPANIES      PROFESSIONALS   MONEY AND
                                                                                    INSURANCE
     Items

     Merchandise sold - France                                285          9,940          2,357       12,582
     Merchandise sold - Out of France                       2,560         18,873                      21,433
     Production sold: goods - France                          561            802                       1,363
     Production sold: goods - Out of France                   110                                        110
     Production sold: services - France                   109,263         28,139         38,035      175,437
     Production sold: services - Out of France             50,078         14,647                      64,725

     TURNOVER                                            162,857          72,401        40,392       275,650

     Production inventoried                                   -92            457                         365
     Own work capitalized


     Operating subsidies                                       37             68                         105
     Depreciation and provisions written back               3,958          1,662          2,546        8,166
     Other operating income                                    91             18              5          114

     TOTAL OPERATING INCOME                              166,851          74,606        42,943       284,400

     Purchases of merchandise                                 809         10,100          1,721       12,630
     Purchases of raw material                              2,325            248                       2,573
     Change in stocks                                          35            257             16          308



     Other purchases and external charges                  52,946         20,207         16,554       89,707
     Taxes (other than corporation tax)                     3,237          1,399            845        5,481
     Wages, salaries and social security charges           69,195         35,185         14,072      118,452

     Depreciation - Fixed assets                           10,262          3,309          3,497       17,068
     Depreciation - Deferred Charges                           64             77            485          626
     Provisions - Current assets                              244            619             23          886
     Provisions for liabilities and charges                   351             48                         399

     Other operating charges                                 592             251                -3       840

     TOTAL OPERATING CHARGES                             140,060          71,700        37,210       248,970



     OPERATING PROFIT                                     26,791           2,906          5,733       35,430




54
                                                  HEALTHCARE SERVICES as at 31/12/2001




Breakdown by sector                           PHARMACEUTICAL    HEALTHCARE     ELECTRONIC    TOTAL
                                                COMPANIES      PROFESSIONALS   MONEY AND
                                                                               INSURANCE
Items

Merchandise sold - France                               466          14,108            582    15,156
Merchandise sold - Out of France                         39          21,568                   21,607
Production sold: goods - France                         138           2,284                    2,422
Production sold: goods - Out of France
Production sold: services - France                   101,102         21,170         39,098   161,370
Production sold: services - Out of France             29,912         13,695            126    43,732

TURNOVER                                            131,657          72,824        39,807    244,288

Production inventoried                                  494             505                      998
Own work capitalized                                     57               1                       58

Operating subsidies                                      39              32                       72
Depreciation and provisions written back                705           3,162            174     4,041
Other operating income                                   98             114              1       212

TOTAL OPERATING INCOME                              133,050          76,638        39,981    249,668

Purchases of merchandise                                 896         14 115            365    15 376
Purchases of raw material                              1 786             45                    1 831
Change in stocks                                          51            223             38       312



Other purchases and external charges                  43,919         17,924         12,448    74,292
Taxes (other than corporation tax)                     2,871            917          1,073     4,861
Wages, salaries and social security charges           52,633         32,850         16,374   101,858

Depreciation - Fixed assets                            6,599          3,397          3,674    13,670
Depreciation - Deferred Charges
Provisions - Current assets                             394           1,290            101     1,785
Provisions for liabilities and charges                  424             266             50       740

Other operating charges                                 146             142             28       315

TOTAL OPERATING CHARGES                             109,719          71,170        34,151    215,040



OPERATING PROFIT                                     23,331           5,468          5,831    34,629




                                                                                                       55
     CONSOLIDATED PROFIT AND LOSS ACCOUNT (in €’000)




                                                   SERVICES TO COMPANIES as at 31/12/2002



     Breakdown by sector                           DIRECT MARKETING IT, MANAGEMENT
                                                                                       TOTAL
                                                      AND CLIENT    AND THE INTERNET
                                                     RELATIONSHIP
                                                     MANAGEMENT
     Items

     Merchandise sold - France                                355             3,796       4,151
     Merchandise sold - Out of France                           0             1,741       1,741
     Production sold: goods - France                            1             2,896       2,897
     Production sold: goods - Out of France                     0               455         455
     Production sold: services - France                    33,207            19,145      52,352
     Production sold: services - Out of France                158             2,673       2,831

     TURNOVER                                             33,721            30,706      64,427

     Production inventoried                                     0                0             0
     Own work capitalized                                       0                0             0

     Operating subsidies                                        0                0           0
     Depreciation and provisions written back                 686              172         858
     Other operating income                                     6               -5           1

     TOTAL OPERATING INCOME                               34,413            30,873      65,286

     Purchases of merchandise                                 707             5,551       6,258
     Purchases of raw material                              1,585                16       1,601
     Change in stocks                                         -82               603         521



     Other purchases and external charges                  12,718             5,160      17,878
     Taxes (other than corporation tax)                     1,124               523       1,647
     Wages, salaries and social security charges           14,945            15,428      30,373

     Depreciation - Fixed assets                            1,756             2,537       4,293
     Depreciation - Deferred Charges                            0                42          42
     Provisions - Current assets                              263               160         423
     Provisions for liabilities and charges                    55                34          89

     Other operating charges                                  247               47         294

     TOTAL OPERATING CHARGES                              33,318            30,101      63,419



     OPERATING PROFIT                                      1,095               772       1,867




56
                                              SERVICES TO COMPANIES as at 31/12/2001



Breakdown by sector                           DIRECT MARKETING IT, MANAGEMENT
                                                                                  TOTAL
                                               AND CUSTOMER    AND THE INTERNET
                                                RELATIONSHIP
                                                MANAGEMENT
Items

Merchandise sold - France                                369             6,170       6,538
Merchandise sold - Out of France                                         2,503       2,503
Production sold: goods - France                           14             2,369       2,383
Production sold: goods - Out of France                                     324         324
Production sold: services - France                    31,618            17,674      49,292
Production sold: services - Out of France                 12             1,614       1,625

TURNOVER                                             32,012            30,652      62,665

Production inventoried                                  -117               -24        -141
Own work capitalized                                                        21          21

Operating subsidies
Depreciation and provisions written back                 224             1 241       1 464
Other operating income                                     6                17          23

TOTAL OPERATING INCOME                               32,125            31,908      64,032

Purchases of merchandise                                 768             8,836       9,603
Purchases of raw material                              1,513                 7       1,520
Change in stocks                                          27               154         181



Other purchases and external charges                  11,683             6,125      17,808
Taxes (other than corporation tax)                       828               544       1,372
Wages, salaries and social security charges           14,117            12,612      26,729

Depreciation - Fixed assets                            1,634             3,064       4,698
Depreciation - Deferred Charges                                             44          44
Provisions - Current assets                              622               409       1 031
Provisions for liabilities and charges                    37               112         149

Other operating charges                                   37               86         122

TOTAL OPERATING CHARGES                              31,267            31,992      63,258



OPERATING PROFIT                                        858               -84         774




                                                                                             57
     INTERMEDIATE BALANCES (in €’000)


     Items                                                               31/12/02              %            31/12/01         %         31/12/00     %
                                                                         in €’000                           in €’000                   in €’000


     TURNOVER                                                            340,077             100%           306,952     100%           242,130     100%
     + Production inventoried and own work capitalization                      365            0.1%              936      0.3%            5,371      2.2%
     - Purchase price of merchandise sold                                  23,892             7.0%           25,472      8.3%           23,037      9.5%
     - Consumption of goods and services produced by third parties        107,585            31.6%           95,451     31.1%           75,396     31.1%


     VALUE ADDED                                                         208,965            61.4%           186,965    60.9%           149,068    61.6%
     + Operating subsidies                                                     105            0.0%               72                        271      0.1%
     - Taxes (other than corporation tax)                                    7,128            2.1%            6,233      2.0%            5,186      2.1%
     - Personnel expenses                                                 148,826            43.8%          128,587     41.9%          101,234     41.8%


     GROSS OPERATING SURPLUS                                               53 116           15.6%            52,217    17.0%            42,918    17.7%
     + Writebacks of provisions                                              9,024            2.7%            5,507      1.8%            2,747      1.1%
     + Other operating income                                                  116            0.0%              236      0.1%              287      0.1%
     - Depreciation and provisions                                         23,826             7.0%           22,118      7.2%           15,846      6.5%
     - Other operating charges                                               1,133            0.3%              438      0.1%              334      0.1%


     OPERATING PROFIT                                                      37,297           11.0%            35,404    11.4%            29,772    12.3%
     before financial charges and income
     + Financial income                                                      1,182            0.3%            2,105      0.7%    (A)     1,241      0.5% (A)
     - Financial charges                                                     3,788            1.1%            3,154      1.0%    (B)     2,090      0.9% (B)


     PROFIT BEFORE TAXATION                                                34,691           10.2%            34,355    11.2%            28,923    11.9%
     + Extraordinary income                                                  2,092            0.6%            1,323      0.4%              811      0.3%
     - Extraordinary charges                                                 5,301            1.6%            3,218      1.0%            1,470      0.6%


     NET EXTRAORDINARY INCOME                                              -3,209            -0.9%           -1,895     -0.6%             -659     -0.3%
     Shares of profits of affiliated undertakings                              -78            0.0%             -300     -0.1%               -64
     - Corporation tax                                                     10,329             3.0%           11,146      3.6% (C)        9,979      4.1% (C)
     - Goodwill amortization                                                 4,702            1.4%            2,721      0.9%            2,109      0.9%


     CONSOLIDATED NET PROFIT                                              16,373             4.8%           18,293      6.0%           16,112      6.7%
     Minority interests                                                        332                              204                        132


     GROUP SHARE                                                          16,041                            18,089               (D)   15,981              (D)




     The following corrections need to be made to the results on December 31, 2001
     and December 31, 2000 to make them comparable to those for 2002                                        31/12/01                   31/12/00

     unrealized exchange gains or losses on current accounts in foreign currencies with the subsidiaries,
     excluded from the financial result and charged to equitiy capital
     impact on financial income                                                                                -472    (A)                -760    (A)
     impact on financial expenses                                                                               756    (B)                 613    (B)
     impact on the tax on profits                                                                              -101    (C)                  52    (C)
     impact on the group result                                                                                 183    (D)                 -95    (D)




58
TABLE OF VARIATION IN CONSOLIDATED SHAREHOLDERS' EQUITY (in €’000)


                                                                             Group                                        Minority int.
                                     share            Issue         Consol.              Profit          Total        Consol.       Profit
                                    capital        premium         reserves        year ending                       reserves year ending

Balance as at 31/12/01               8,891            14,981         61,234             18,089      103,195             1,471             204


Appropriation of profit 2000                                          18,089            -18,089              0             204            -204

Increase in capital

Distribution of dividends                                              -5,039                            -5,039           -124

Own share charges                                                      -3,435                            -3,435

Other variations                                                          -11                               -11             58

Translation difference                                                 -1,360 (1)                        -1,360            -38

Profit 2002                                                                              16 041          16,041                           332

Balance as at 31/12/02               8,891            14,981         69,478             16,041      109,391             1,571             332

(1) including unrealized exchange gains or losses on intra-group current accounts = - 773




TABLE SHOWING CHANGE IN THE SCOPE OF CONSOLIDATION (in €’000)

The scope of consolidation for the Group changed as follows:

Companies in question                                    %          Method of               Method                Comments
                                                   holding       consolidation           used in the
                                                                    during the             previous
                                                                   acc. period           acc. period


Companies included in the scope of consolidation for the first time

GROUPE CAM                                         100.00%                      I.G.                              Purchased in May 2002
CEI STATISTIC TCHEQUIE                              51.00%                      I.G.                              Purchased in January 2002
CEGEDIM TUNISIE                                     65.00%                      I.G.                              Purchased in April 2002
CETIP ENCAISSEMENT                                 100.00%                      I.G.                              Founded in December 2001
COFIDATA                                           100.00%                      I.G.                              Purchased in June 2002
GIE LONGEST                                        100.00%                      I.G.                              Founded in July 2002
INFOPHARM LIMITED                                   50.00%                       I.P.                             Founded in December 2001
MEDEXACT                                           100.00%                      I.G.                              Purchased in July 2002
MS MEXICANA                                         95.00%                      I.G.                              Purchased in September 2002
MS CENTROAMERICA                                    95.00%                      I.G.                              Purchased in September 2002
MS COLOMBIANA                                       95.00%                      I.G.                              Purchased in September 2002
MS EQUATORIANA                                      95.00%                      I.G.                              Purchased in September 2002
NDC PHARMA SERVICES LIMITED                         50.00%                       I.P.                             Purchased in December 2001
THIN                                                51.00%                      I.G.                              Founded in May 2002


Companies included in the scope of consolidation for the first time

INFOSANTE LTD                                       50.00%                      I.P.              I.G.            % holding in 2001 = 100%




Companies no longer consolidated

AGRIWAY


                                                                                                                                                 59
     CASH FLOWS BASED ON THE RESULTS OF CONSOLIDATED COMPANIES
     (Consolidation as at 31/12/02 (in €’000)



     Items                                                                                   31/12/02       31/12/01

     CASH FLOWS ASSOCIATED WITH ACTIVITIES

     - Net profit of consolidated companies                                                   16,452         18,593



     ELIMINATION OF THE CHARGES AND INCOME WITH NO IMPACT
     ON THE CASH FLOW OR NOT LINKED TO ACTIVITIES

     - Depreciation and provisions                                                            22,917         21,042
     - Change in deferred taxes                                                          -     1,938            238
     - Capital gains or losses resulting from disposals, net of tax                              272            331

     - Gross cash flow of consolidated companies                                              37,703         40,204
     - Dividends received from companies accounted for by the equity method
     - Plus: change in the working capital requirements linked to activities             -     4,067    -     9,305

     NET CASH FLOWS GENERATED BY ACTIVITIES                                        (A)        33,636         30,899


     CASH FLOW LINKED TO INVESTMENT OPERATIONS


     -   Acquisition of tangible and intangible assets                                   -    38,470    -    32,037
     -   Acquisition of investments                                                      -     2,397    -     1,390
     -   Disposal of fixed assets net of tax                                                  11,562            615
     -   Impact of changes in the scope of consolidation                                 -    29,433    -     3,500

     NET CASH FLOW LINKED TO INVESTMENT OPERATIONS                                 (B)   -    58,738    -    36,311


     CASH FLOW LINKED TO FINANCING OPERATIONS


     -   Dividends paid to the shareholders of the parent company                        -     5,039    -     3,841
     -   Dividends paid to minority shareholders of consolidated companies               -       124    -        66
     -   Increase in Capital in the form of cash contributions
     -   Loan issues                                                                          40,925         15,295
     -   Repayment of borrowings                                                         -    13,043    -     6,901

     NET CASH FLOW LINKED TO FINANCING OPERATIONS                                  (C)        22,719          4,486


     CHANGE IN CASH FLOW                                                       (A+B+C)   -     2,383    -       926


     - Cash resources at start of period                                                      12,606         13,723

     - Cash resources at end of period                                                        10,224         12,606

     - Impact of changes in exchange rates                                                                      191




60
NOTES TO THE CONSOLIDATED ACCOUNTS

1 - PRINCIPLES AND METHODS OF CONSOLIDATION
The consolidated statements of the Cegedim Group have been drawn up in accordance with regulation CRC 99-02.


a) Scope of consolidation

• The companies over which CEGEDIM SA exercises exclusive control were fully consolidated.
• The companies over which CEGEDIM SA exerts a notable influence were consolidated using the equity method.
• The companies over which CEGEDIM SA exercises joint control are consolidated using the proportionate consolidation method.

The changes in the reporting environment are as follows:

• First consolidation of companies without any impact on the 2002 result: none

• First consolidation of companies with an impact on the 2002 result: CAM and its subsidiaries, CETIP encaissement, Cegedim
Tunisie, CEI Statistic Tchéquie, NDC Pharma services LTD, Infopharm LTD, THIN, Cofidata, Medexact, MS Colombiana, MS
Centroamerica, MS Equatoriana, MS Mexicana, GIE Longest.

• Withdrawal of AGRIWAY from the reporting environment


b) Accounting principles and methods

No change in accounting methods occurred during the fiscal year ended 12/31/2002.

         • The consolidated statements have been drawn up on the basis of the books as at 31 December 2002.
         • The statements have been consolidated in compliance with the accounting principles of:
                               - conservatism,
                               - historical costs,
                               - going-concern status,
                               - separateness of accounting periods,
                               - continuity of methods, applying the evaluation methods specified in the Commercial Code and the
                                 methods specified by the law on commercial undertakings.

         • Reprocessing for standardization purposes mainly relates to methods and periods of depreciations and
           rules relating to provisioning for deferred taxes,
         • Extraordinary income and charges have been included using the French Chart of Accounts method.



A) TANGIBLE FIXED ASSETS
Tangible fixed assets are valued at their acquisition cost.
Depreciation allowances were calculated on the basis of the expected useful life. The most frequent rates applied were as follows:
(S = straight-line; R = reducing-balance)

Tangible fixed assets                                                     Depreciation allowance
                                                                           duration    mode

Buildings                                                                20   years   Straight line
Plants, fixtures and fitting                                              8   years   Straight line
Machinery and equipment                                                   5   years   Digressive
Transport equipment                                                       4   years   Straight line
Office equipment                                                          4   years   Digressive
Furniture                                                                 8   years   Straight line
Computer equipment                                                        3   years   Digressive


                                                                                                                                     61
     B) INTANGIBLE ASSETS
     Intangible assets are valued at their acquisition cost, apart from in the case of revalued goodwill.
     Allowances for depreciation are calculated on the basis of expected useful life.

     Intangible fixed assets                                                                depreciation allowance
                                                                                             duration     mode

     Revalued goodwill                                                                      5 years      Straight   line
     Purchased goodwill                                                          from 5 to 20 years      Straight   line
     Address list database                                                                  5 years      Straight   line
     Current software                                                                        1 year      Straight   line
     Strategic software                                                                    15 years      Straight   line
     Concessions, Patents and Trade Marks                                        from 5 to 20 years      Straight   line

     If the breakup value is less than the gross value, a depreciation provision is set aside equal to the difference. The breakup
     value is determined on the basis of the present and future profitability of the activity in question.



     C) SHARES AND OTHER INVESTMENTS
     The gross value comprises the purchase price excluding ancillary expenses. If the breakup value is less than the gross value,
     a depreciation provision is set aside equal to the difference.

     The breakup value is defined as follows:

              • Shareholdings: share of the net worth held, taking account of future prospects.
              • Loans*: estimated value taking account of the likelihood of non-repayment.
              • Other investments: estimated value taking account of the likelihood of non-repayment.
              * Only applies to current account relationships with non-consolidated subsidiaries.



     The following criteria are used for possible depreciation:

              • Shareholdings: depreciation equal to the difference between the share of equity held and the estimated use value in
                view of future prospects.
              • Loans: depreciation up to the amount of the negative net worth of the subsidiary in question,
                if it is thought that the subsidiary in question will continue to make a loss over a long
                period. If this provision is insufficient, an additional provision for liabilities and charges is recorded.
              • Transactions effected in foreign currencies entail a limited exchange risk.



     D) GOODWILL ASSOCIATED WITH THE ACQUISITION OF PARTICIPATING INTERESTS

     The goodwill recorded in connection with the acquisition of participating interests is either broken down under the appropriate
     balance sheet items or allocated to the "Goodwill on acquisition" item on the assets side of the balance sheet.

     The amortization period is as follows:
            • 5 years for acquisitions of minority holdings,
            • 15 years for significant acquisitions,
            • 25 years in exceptional cases involving transactions of strategic importance in which the goodwill has the status
               of a longstanding business asset, regardless of the acquisition price.




62
E) STOCKS

Stocks of merchandise are valued using the average weighted cost method.
The gross value of merchandise and supplies includes the purchase price and ancillary expenses.
Depreciation is shown if the book value is less than the breakup value (net realization value).
The breakup value comprises solely the direct costs recorded in respect of contracts in the course of execution.
Depreciation is shown if the amount to be charged for the work in progress will be insufficient to cover the
corresponding direct costs.



F) TRANSACTIONS IN FOREIGN CURRENCIES

Payables and receivables in foreign currencies are valued at the rate prevailing at the end of the accounting period and
generate translation gains and losses recorded in the balance sheet.
Recording such transactions in the profit and loss account gives rise to exchange gains and losses.
A very limited number of transactions of this type are concluded and their volume is not significant.
No specific management of the exchange risk has therefore been carried out.
The translation differentials corresponding to the inter-group current accounts, which can be compared to capital, are recorded
in the “translation difference” item.



G) TRADE DEBTORS

Trade debtors are valued at their nominal value. A depreciation provision is applied if there is a risk of total or partial non-recovery.

Doubtful debts are systematically written down by 100% and debts that have been due for over six months are monitored on
a case-by-case basis and written down by the amount of the estimated risk of non-recovery if appropriate.



H) MARKETABLE SECURITIES

Marketable securities are valued at their acquisition cost.
A depreciation provision is applied if the cash-in value is less than the acquisition price.



I) DEFERRED TAXES - ASSETS

Deferred taxes are calculated on the basis of all the temporary differences in existence at the end of the accounting period
(extended concept), taking account of the taxation rate in force on the same date. Previous deferred taxes, if any, are adjusted
at the last known taxation rate (variable deferral method).
Deferred taxes are only activated if it is likely that the enterprise can recover them.




J) TRANSLATION OF THE STATEMENTS OF NON-FRENCH COMPANIES

Shareholders equity and participating interest accounts have been translated at historical rates.
The other assets and liabilities items have been translated at the rate at the close of business on 31 December 2002.
The profit and loss account has been translated at the average rate for the accounting period. The translation differential cor-
responding to the EURO zone subsidiaries has been included under "TRANSLATION RESERVES" on the liabilities side of the
balance sheet.



K) TAXATION AND SOCIAL SECURITY

This item comprises in particular the net corporation tax payable, the VAT payable and liabilities to social security bodies.



                                                                                                                                            63
     L) REMUNERATION OF MANAGERS
     The remuneration of managers is in line with the decisions taken by the Board of Directors.


     M) IDENTITY OF THE CONSOLIDATING COMPANY: SOFIMAT.OR
     This is a limited liability company mainly owned by Mr LABRUNE, his family and certain members of the Board of Directors.
     of Cegedim SA.


     N) LEASES
     Leases have been converted to fixed assets and borrowings.




64
2 - ADDITIONAL NOTES AND TABLES

NOTE 1: LISTS OF CONSOLIDATED COMPANIES
Companies                      Main establishment                                             SIREN N°      Control    Method
Globally consolidated companies (France)
CEGEDIM                        127-137, rue d’Aguesseau                   BOULOGNE            350 422 622

AGDF                           13/17, rue de la Fontaine                  SERRIS              407,507,805     50.04%      IG
ALLIANCE SOFTWARE              47, bld René Cassin                        NICE                407,702,208    100.00%      IG
AMIX                           Le Gros Moulin                             MONTARGIS           339,137,895    100.00%      IG
APOLINK                        3, impasse des Chênes                      NIORT               412,986,523     93.20%      IG
ART & STRATEGIE                104-106, rue d’Aguesseau                   BOULOGNE            339,751,885     95.75%      IG
ALLIADIS                       3, impasse des Chênes                      NIORT               342,280,609    100.00%      IG
ALLIANCE SANTE EDITION         122, rue d’Aguesseau                       BOULOGNE            424,264,554    100.00%      IG
BKL CONSULTANT                 122, rue d’Aguesseau                       BOULOGNE            353,754,088    100.00%      IG
CAM France                     49, rue de Maubeuge                        PARIS               318,024,328    100.00%      IG
CBU                            573, av. d’Antibes                         MONTARGIS           343,263,190     99.90%      IG
CDS                            15, rue Paul Dautier                       VELIZY              344,480,066    100.00%      IG
CEGERS                         Tour Framatome - Place de la Coupole       COURBEVOIE          340,576,693     50.00%      IG
CEGEDIM S.R.H.                 17, rue de l’Ancienne Mairie               BOULOGNE            332 665 371    100.00%      IG
CEGELEASE                      5, square Foch                             LILLE               622,018,091    100.00%      IG
CESAME TECHNOLOGIES            127, rue d’Aguesseau                       BOULOGNE            438,038,747     95.00%      IG
CETIP                          55, av. des Champs Pierreux                NANTERRE            410,489,165     99.81%      IG
CETIP ENCAISSEMENTS            39, rue des hautes Pâtures                 NANTERRE            440,796,621    100.00%      IG
COFIDATA                       61, rue de la Côte                         NANTERRE            353,989,098    100.00%      IG
DATA CONSEIL                   39, rue des hautes Pâtures                 NANTERRE            422,630,335    100.00%      IG
DB COM                         122, rue d’Aguesseau                       BOULOGNE            389,509,902    100.00%      IG
DECISIONS RESEARCH EUROPE      1, place d'Estienne d'Orves                PARIS               322,548,371    100.00%      IG
DISTAL                         122, rue d’Aguesseau                       BOULOGNE            348,818,071     99.93%      IG
DOCUBASE                       56, rue de Billancourt                     BOULOGNE            352,164,537     96.00%      IG
ICOMED                         131, rue d'Aguesseau                       BOULOGNE            333,046,274    100.00%      IG
ICSF                           Parc d'activité Cadera Sud - Av.d'ariane   MERIGNAC            400,082,046     99.43%      IG
INCAMS                         116, rue d' Aguesseau                      BOULOGNE            429,216,351     97.04%      IG
ITOPS                          116, rue d’Aguesseau                       BOULOGNE            391,341,765    100.00%      IG
JMB CONSEILS                   127, rue d’Aguesseau                       BOULOGNE            315,842,856    100.00%      IG
CLM / LSI                      122, rue d’Aguesseau                       BOULOGNE            331,206,052    100.00%      IG
LONGEST                        4, rue George Sand                         LONGJUMEAU          442,286,027    100.00%      IG
MEDEXACT                       9, rue Anatole de la Forge                 PARIS               432,451,912    100.00%      IG
MEDICOM                        122, rue d’Aguesseau                       BOULOGNE            379,751,522    100.00%      IG
MEDIANE TECHNOLOGIES           122, rue d’Aguesseau                       BOULOGNE            383,518,420    100.00%      IG
MEDIPOST                       Rue des Fleurs                             MONTARGIS           300,647,609    100.00%      IG
MESSAGE PLUS                   4, rue George Sand                         LONGJUMEAU          348,754,417    100.00%      IG
MIDIWAY                        Miniparc bât 1 Innopole voie 2             LABEGE INNOPOLE     415,394,030     70.53%      IG
MONTARGEST                     Rue des Fleurs                             MONTARGIS           341,437,218    100.00%      IG
NY CONSULTANT                  127, rue d’Aguesseau                       BOULOGNE            411,435,340     49.96%      IG
OMB ALPES                      ZA les césardes-245, route des creuses     SEYNOD              339,690,273    100.00%      IG
PC ON LINE                     15, rue Paul Dautier                       VELIZY              303,529,184    100.00%      IG
PHARMAPOST                     573, av. d’Antibes                         MONTARGIS           322,769,308     99.90%      IG
PHARMASTOCK                    326, rue du Gros Moulin                    MONTARGIS           403,286,446    100.00%      IG
PLEXUS                         122, rue d’Aguesseau                       BOULOGNE            401,539,358     99.98%      IG
QUALIPHARMA                    65, rue de la cimaise                      VILLENEUVE D'ASCQ   432,078,707     49.00%      IG
REFERENCE DIFFUSION MÉDICALE   17, rue de l’Ancienne Mairie               BOULOGNE            393,851,431    100.00%      IG
RESIP                          56, rue Ferdinand Buisson                  BOULOGNE s/MER      332,087,964    100.00%      IG
RNP                            86, rue du Gouv. Général Eboué             ISSY les Mx         602,006,306    100.00%      IG
SANTESTAT                      116, rue d' Aguesseau                      BOULOGNE            433,937,729    100.00%      IG
SANTESURF                      110-116 rue d' Aguesseau                   BOULOGNE            421,714,973    100.00%      IG
SCI MONTARGIS 2000             573, av. d’Antibes                         MONTARGIS           324,215,128     68.83%      IG
SDI                            4, rue George Sand                         LONGJUMEAU          722,057,593    100.00%      IG
SEDIAP                         Parc d'activité Cadera - Av.d'ariane       MERIGNAC            383,963,352    100.00%      IG
SOFILOCA                       104-106, rue d’Aguesseau                   BOULOGNE            348,940,255    100.00%      IG
SOFIMAT                        116, rue d’Aguesseau                       BOULOGNE            337,604,946    100.00%      IG
SOLTIM                         Innopôle- rue Marco Polo                   LABEGE              400,891,586    100.00%      IG
TRIDOM                         116, rue d' Aguesseau                      BOULOGNE            410,791,149     91.45%      IG
TVF                            127, rue d’Aguesseau                       BOULOGNE            315,173,385    100.00%      IG
VISUALTIM                      Innopôle- rue Marco Polo                   LABEGE              439,062,282     51.00%      IG

                                                                                                                                65
     Companies                     Main establishment                          SIREN N°      Control    Method

     Globally consolidated companies (International)


     ABACAM ITALY                  Italy                      MILAN                           100.00%      IG
     CAM USA                       USA                        NEW-YORK                        100.00%      IG
     CAM PACIFIC AUSTRALIA         Australia                  SYDNEY                           51.00%      IG
     CAM Canada                    Canada                     MONTREAL                        100.00%      IG
     CAM International Spain       Spain                      MADRID                          100.00%      IG
     CAM Portugal                  Portugal                   LISBON                          100.00%      IG
     CAM GERMANY                   Germany                    MUNICH                          100.00%      IG
     CAMM International UK         UK                         LONDON                          100.00%      IG
     CAMM KK JAPON                 Japan                      OSAKA                           100.00%      IG
     CAMM America Latina           Argentina                  BUENOS-AIRES                    100.00%      IG
     CE INTERNATIONAL LIMITED      UK                         LONDON                           51.46%      IG
     CEI STATISTIC TCHEQUIE        Czech republic             PRAGUE                           51.00%      IG
     CEGEDIM AS TURQUIE            Turkey                     ISTANBUL                         65.00%      IG
     CEGEDIM Autriche              Austria                    WIENER NEUDORF                  100.00%      IG
     CEGEDIM BELGIUM               Belgium                    BRUSSELS                         99.97%      IG
     CEGEDIM BRESIL                Brasil                     RIO DE JANEIRO                  100.00%      IG
     CEGEDIM CZ TCHEQUIE           Czech republic             PRAGUE                          100.00%      IG
     CEGEDIM GmbH                  Germany                    DARMSTADT                       100.00%      IG
     CEGEDIM HELLAS                Greece                     MAROUSI                          99.98%      IG
     CEGEDIM HISPANIA              Spain                      BARCELONA                        92.00%      IG
     CEGEDIM HONGRIE               Hungary                    BUDAPEST                        100.00%      IG
     CEGEDIM ITALIA                Italy                      MILAN                            99.99%      IG
     CEGEDIM LIMITED               UK                         LONDON                          100.00%      IG
     CEGEDIM NEDERLAND             Holland                    UTRECHT                         100.00%      IG
     CEGEDIM POLAND                Poland                     WARSAW                          100.00%      IG
     CEGEDIM PORTUGAL              Portugal                   LISBON                           98.50%      IG
     CEGEDIM ROUMANIE              Rumania                    BUCAREST                         75.00%      IG
     CEGEDIM S.R.H. UK             UK                         LONDON                          100.00%      IG
     CEGEDIM SLOVAQUIE             Slovakia                   BRATISLAVA                      100.00%      IG
     CEGEDIM SOFTWARE              Czech republic             PRAGUE                           51.00%      IG
     CEGEDIM SRH                   Switzerland                GENEVA                          100.00%      IG
     CEGEDIM TUNISIE               Tunisia                    TUNISIA                          65.00%      IG
     CEGEDIM USA                   USA                        NEW YORK                        100.00%      IG
     DECISIONS RESEARCH USA        USA                        NEW JERSEY                      100.00%      IG
     DOCUBASE INC                  USA                        FLORIDA                         100.00%      IG
     ICOMED BELGIUM                Belgium                    BRUSSELS                        100.00%      IG
     IN PRACTICE SYSTEMS           UK                         LONDON                          100.00%      IG
     INFOSANTE KFT                 Hungary                    BUDAPEST                        100.00%      IG
     ISS                           Germany                    HEIDELBERG                      100.00%      IG
     INTERCAM UK                   UK                         LONDON                          100.00%      IG
     MEDIMED                       Germany                    HEIDELBERG                      100.00%      IG
     MS COLOMBIANA                 Columbia                   BOGOTA                           95.00%      IG
     MS CENTROAMERICA              Costa Rica                 HEREDIA                          95.00%      IG
     MS EQUATORIANA                Ecuador                    QUITO                            95.00%      IG
     MS MEXICANA                   Mexico                     MEXICO                           95.00%      IG
     THIN                          UK                         LONDON                           51.00%      IG


     Companies consolidated proportionately (International)

     INFOPHARM LIMITED             UK                         LONDON                          50.00%       IP
     INFOSANTE LIMITED             UK                         LONDON                          50.00%       IP
     NDC PHARMA SERVICES LIMITED   UK                         DROITWICH                       50.00%       IP


     Companies accounted for by the equity method

     EDIPHARM                      116, rue d’Aguesseau       BOULOGNE         381,819,309    20.00%      MEE
     NETFECTIVE TECHNOLOGIE        57, rue Ernest Renan       NANTERRE         431,802,511    19.25%      MEE




66
NOTE 2: LISTS OF NON-CONSOLIDATED COMPANIES
None

NOTE 3: INTANGIBLE ASSETS
(in €’000)                         Balance       Transfer                 Increases                   Reductions        Variation   Balance
                                   01/01/02      between         Acquisitions    Change in scope                    of exchange     31/12/02
                                          intangible items                      of consolidation                             rate
Preliminary expenses                1,067                           593                     -361                             -207      1,092
Research and development              263                                                                                                263
Concessions, patents & trade marks 5,026             1,043            232                     123            181          -183         6,060
Purchased goodwill                  6,543                           4,551 (1)                  19                            21       11,134
Databases                           2,213                                                  -1,209 (2)                                  1,006
Software                           33,090          - 1 043         3,666                    1,134          1,131            -59       35,657
TOTAL GROSS VALUES                 48,202                          9,042                     -294          1,312          -428        55,212
                                 Balance         Transfer        Charges          Change in scope    Retirements     Variation      Balance
                                 01/01/02        between                         of consolidation                of exchange        31/12/02
                                          intangible items                                                                 rate
Amortization                       18,837                           6,061                     240          1,295          -108       23,735
NET VALUES                                                                                                                           31,477

(1) KERNET purchased goodwill Data conseil
(2) Infosante limited - passage from global integration to proportional integration


NOTE 4: TANGIBLE FIXED ASSETS
(in €’000)                         Balance          Transfer              Increases                   Reductions        Variation   Balance
                                   01/01/02         between      Acquisitions    Change in scope                    of exchange     31/12/02
                                               tangible fixed                   of consolidation                             rate
                                                      assets
Land                                     197                                                                                            197
Buildings                              5,047            -144          335                                    562                      4,676
Plant and equipment                   67,969             131       26,075                   1,721         24,570            -161     71,165
Other tangible assets                 11,833              13        2,315                   1,111          1,254            -220     13,798
Assets in the course of construction
Advances and deposits                     15                                                                   15
TOTAL GROSS VALUES                    85,061                      28,725                    2,832          26,401            -381     89,836
                                     Balance        Transfer     Charges          Change in scope    Retirements        Variation   Balance
                                    01/01/02       between                       of consolidation                   of exchange     31/12/02
                                               tangible fixed                                                                rate
                                                      assets
Depreciation                         46,674                        15,746                   1,595         11,022            -224     52,769
NET VALUES                                                                                                                           37,067


NOTE 5: GOODWILL ON ACQUISITION
(in €’000)                             31/12/02                                 31/12/01
                                            Net                 Period              Net
Pitec -> Cetip                            2,823                 25 ans            2,971
Cegedim GmbH -> ISS                       2,083                 25 ans            2,211
Financière Cegedim -> Cegedim             1,259                 25 ans            1,364
Cegedim -> TVF                              470                 25 ans              508
ASE ->Plexus / Medicom / Dbcom            3 666                 25 ans            3,825
Alliadis -> pharmacy section                326                 25 ans              299
cegedim->Rumania                            679                 25 ans              708
Cegedim -> RNP                            1,331                 15 ans            1,487
Cegedim -> Cegedim SRH                      778                 15 ans              894
Cegedim -> Distal                         1,812                 15 ans            1,977
Cegedim -> SDI                            3,102                 15 ans            3,390
BKL -> Kernet ( Data conseil )              859                 15 ans              932
Kernet ( Data conseil ) -> Tridom             0                  2 ans              178
Kernet ( Data conseil )-> ICSF              234                 15 ans              254
Cegedim Belgium -> Icomed Belgium           497                 15 ans              541
ICSF -> Sediap                              222                 15 ans              239
Santésurf -> CEI                            973                 15 ans            1,043
Cegedim -> CAM                          14,033                  25 ans                 0
Cegedim -> Medexact                         754                  5 ans                 0
Cegedim -> Cofidata                       1,147                  5 ans                 0
Cegedim Belgium -> Section MS Mexicana    7,808                 15 ans                 0
Others                                    2,597                  5 ans            2,350
TOTAL                                   47,453                                   25,171

                                                                                                                                               67
     NOTE 6: FINANCING COMPANY ACQUISITIONS
     (in €’000)

     Total acquisitions 2002:

     financed from cash flow                   NONE
     by loan (note 17)                         28,100


     NOTE 7: SHARES ACCOUNTED FOR BY THE EQUITY METHOD
     (in €’000)

     A) VALUE OF SHARES ACCOUNTED FOR BY THE EQUITY METHOD

                                             % of interest             Profit             Group                 Net         Value   Turnover
                                                                                           share              worth     of shares
                                                                                        of profit
     EDIPHARM                                     20.00%                   4                   1                 92            3       2,292
     NETFECTIVE TECHNOLOGIE                       19.25%                -413                 -80               -322          899       1,588
                                                                                             -79

     B) CHANGE IN SHARES ACCOUNTED FOR BY THE EQUITY METHOD


     The change in the shares accounted for by the equity method breaks down as follows:

     Shares accounted for by the equity method as at 1 January 2002                                                                      -21
     Change in scope of consolidation                                                                                                     56
     Profit 2002                                                                                                                         -79
     Shares accounted for by the equity method as at 31 December 2002                                                                    -44




     NOTE 8: INVESTMENTS
     (in €’000)                 Balance             Transfer                   Increases            Reductions           Balance
                                01/01/02            between             Acquisition Change in scope                      31/12/02
                                           investments items       of consolidation
     Participating interests      1,606                    8                     50             -10      1,546               108
     Loans                        1,087                                         158            -955        129               161
     Other undertakings               8                       -8                                109        108               201
     Margin cover                 1,864                                       1,739 (1)         141        593             3,151
     TOTAL GROSS VALUES           4,565                       0               1,947            -515      2,376             3,621
     Provision                    1,579                                                                         1,545         34
     TOTAL NET VALUES             2,986                       0                 1,947               -515          831      3,587


     (1) Deposit of 137, rue d’Aguesseau remitted by Cegedim to SCI 131 for 800K€


     NOTE 9: OTHER DEBTORS
     (in €’000)                                 Company                  Tax       Advances and               Other      Total on
                                                 debtors             debtors      down payments            advances      31/12/02
                                                                                         to staff
     French companies                                   436            7,690               1,505              1,471       11,102
     Foreign companies                                   23            1,027                 213                930        2,193
     TOTAL                                              459            8,717               1,718              2,401       13,295




68
NOTE 10: DEFERRED CHARGES

(in €’000)                                            01/01/02         Gross amount allocated to deferred   Writebacks     31/12/02
                                                                               charges in 2002
Deferred   charges   over   2   years   (1)                 6                              127                      70           63
Deferred   charges   over   3   years   (2) (3)            73                                0                      36           37
Deferred   charges   over   4   years   (4)                 0                              310                      78          232
Deferred   charges   over   5   years   (5)                 0                            2,426                     485        1,941
TOTAL                                                      79                            2,863                     669       2,273

(1)   Origin 01/11/00: 13
(1)   Origin 01/01/02: 127
(2)   Origin 01/01/01: 68
(3)   Origin 01/01/01: 43
(4)   Origin 01/01/02: 309
(5)   OriginW< 01/01/02: 2,426




NOTE 11: CHANGE IN SHAREHOLDERS’ EQUITY: BREAKDOWN OF CHANGES
IN THE SCOPE OF CONSOLIDATION
Not significant




NOTE 12: PROVISIONS FOR LIABILITIES AND CHARGES

(in €’000)                                 01/01/02        Charges         Change in scope    Writebacks    Variation of   31/12/02
                                                                           of consolidation                         rate
Provision for liabilities                           668          544                   998          1,517             -1       692
Provision for charges (1)                         2,111          309                   119            107             -2     2,430
TOTAL                                             2,779          853                                1,624                    3,122
Provision for deferred tax                        2,809                                                                      4,086


TOTAL PROVISIONS FOR
LIABILITIES AND CHARGES                       5,588                                                                          7,208


(1) includes provision for retirement for 2,388 on 31/12/2002




                                                                                                                                      69
     NOTE 13: REPROCESSING OF LEASES

     (in €’000)                               Cost    Depreciation    Cumulative     Net book     Capital    < 1 year    > 1 year > 5 years
                                              price     period        depreciation    value     remaining                < 5 years
                                                                                                 payable

     Purchase of premises at Montargis (1) 1 052        15 years          297           755         768         77         343       348

     (1) including 46: land not written off




     NOTE 14: RETIREMENT COMMITMENTS

     (in €’000)                                       By an insurance company                        By a liability provision

     Retirement commitments covered                                     1,417                                           2,388

     On retirement, the employees benefit from the payment of a retirement gratuity as defined in the collective agreements.
     In order to finance the commitments associated with such gratuities, actuarial valuation has been applied.
     The total amount of the commitment stands at 3,805 K€ , 1,417 K€ of which have been paid to an insurance company.

     The actuarial assumptions used are as follows:
     economic assumptions
     inflation rate: 1%
     net interest rate: 5%
     increase in salaries: 1%

     demographic assumptions
     mortality: life expectancy tables 1988 1990
     mobility: 3% per year up to 40 years and 0% per year after 40 years.

     The actuarial method used is as follows:
     The method used is the method specified by the French Accountants Association.
     A projection of salary and seniority at the age of retirement is carried out for each individual.
     The retirement gratuities payable are calculated by applying the allocation rule specified in the collective
     agreements on the basis of projected salary and projected seniority.
     The amount of the commitments obtained for each employee is weighted by the probability that the employee in
     question will still be working for the company at the time of retirement (staff turnover rate indicated as a parameter)
     and the probability that he/she will reach retirement age (probability resulting from the INSEE life expectancy
     tables 88-90 currently in force).


     NOTE 15: SCOPE OF CONSOLIDATION FOR TAX PURPOSES
     (in €’000)


     The following companies are consolidated for tax purposes:

     AMIX, BKL CONSULTANTS, CBU, CEGEDIM SRH, CEGELEASE, CESAME TECHNOLOGIE, CLM, DISTAL, DOCUBASE, ICO-
     MED, ICSF, INCAMS, ITOPS, DATA CONSEIL, MEDIANE, MEDIPOST, MESSAGE PLUS, PC ON LINE, PHARMAPOST,
     PHARMASTOCK, REFERENCE DIFFUSION MEDICALE, RESIP, RNP, SANTESTAT, SANTESURF, SDI , SEDIAP, SOFILOCA,
     SOFIMAT, SOLTIM et TVF.

     The tax saving effected amounts to: 2,245
     The tax expenses are borne by the consolidated companies.
     The tax saving of loss-making subsidiaries is recorded as an immediate gain within the mother company.
     When the subsidiary returns to profit, the corresponding amount of tax is credited to it.




70
NOTE 16: BREAKDOWN OF THE CAPITAL
(in €’000)

On the basis of the transactions entered into during the year, the position at the end of the accounting period under review was as follows:

                                                              Acc. period 2002                                    Acc. period 2001
Shareholders                                    Number of                 %        % voting        Number of                 %        % voting
                                               shares held          holding          rights       shares held          holding          rights

SOFIMAT.OR                                        6,462,044         69.25%           81.87%          6,438,544          69.00%          81.10%
ALLIANCE SANTE DISTRIBUTION                        933,145          10.00%            5.92%            933,145          10.00%           5.88%
GERS                                                36,788           0.39%            0.47%             60,288           0.65%           0.76%
Jean-Claude LABRUNE                                 38,496           0.41%            0.24%             38,496           0.41%           0.48%
PUBLIC                                            1,801,657         19.31%           11.50%          1,860,976          19.94%          11.78%
CEGEDIM                                             59,319           0.64%            0.00%                   -                -                 -




NOTE 17: NET FINANCIAL INDEBTEDNESS
(in €’000)                                                                                            31/12/02                         31/12/01
Long-term loans (> 5 years)                                                                                432                                 570
Medium-to long-term loans (> 1 year, < 5 years)                                                         38,759                           22,713
Short-term loans (< 1 year)                                                                             20,891                            8,917
Current-account borrowings from banks                                                                   21,940                           13,410
Total borrowings                                                                                    (1) 82,022                       (1) 45,610
Total liquid assets                                                                                     32,164                           26,017
Net financial indebtedness                                                                          (+) 49,858                       (+) 19,593


Capacity of self-financing                                                                              37,703                           40,204

(1) All interest on borrowings is at a variable rate linked to EURIBOR.
   Rate coverage was set up on current loans.
   Three quarters of the loans are covered by a tunnel swap.
   Uncovered loans are due within two years.
   New loan: CAM group acquisition for 17,000 K€
             COFIDATA and DATA CONSEIL acquisitions, for 6,100 K€
             MEXICO acquisition for 5,000 K€




NOTE 18: CONSOLIDATED TURNOVER BY GEOGRAPHICAL AREA AND SECTOR
(in €’000)                                          France                EEC   Outside EEC               Total

Pharmaceutical companies                           110,110           31,548           21,199           162,857
Healthcare professionals                            38,881           33,451               69            72,401
Electronic money and insurance                      40,392                                              40,392
Direct marketing and client
relationship management                             33,562                151               8           33,721
Information technology, management and the internet 25,837            3,486            1,383            30,706

TOTAL                                              248,782          68,636           22,659           340,077




                                                                                                                                                     71
     NOTE 19: WORKFORCE AS AT 31 DECEMBER 2002
     As at 31 December 2002, the workforce stood at 3,281.
     As at 31 December 2002, the workforce broke down as follows:

                                                        France             EEC         Outside EEC          Total
     Executive                                           1,078               52                102          1,232
     Non-executive                                       1,336             463                 250          2,049

     Staff costs for 2002 stood at: 148,826 Keuros.




     NOTE 20: IMPACT OF CHANGES IN SCOPE OF CONSOLIDATION

     1) ON THE BALANCE SHEET


     (in €’000)                                 Consolidated             Variation         Consolidated
                                              before variation                            after variation

     Consolidated goodwill                              46,982                 471                47,453
     Fixed assets                                       69,647               4,713                74,360
     Working assets                                    162,638              13,758              176,396

     Total balance sheet                               279,267              18,942              298,209




     Details of the variations in the reporting environment concern the following companies:

     GROUPE CAM                                                              7,427
     CEI STATISTIC TCHEQUIE                                                       98
     CEGEDIM TUNISIE                                                           395
     CETIP ENCAISSEMENTS                                                     1,577
     COFIDATA                                                                3,305
     INFOPHARM LTD                                                             471
     LONGEST                                                                   317
     MEDEXACT                                                                1,705
     MS EQUATORIANA                                                               41
     MS CENTROAMERIANA                                                            18
     MS COLOMBIANA                                                                84
     MS MEXICANA                                                             2,683

     NDC PHARMA SERVICES LTD                                                   655
     THIN                                                                      166

                                                                            18,942




72
2) ON THE RESULT


(in €’000)                                 Consolidated             Variation       Consolidated
                                         before variation                          after variation

Sales                                             321,207              18,870             340,077
Operating result                                   35,691                1,606             37,297
Net result                                         15,252                1,121             16,373

                                                  372,150              21,597             393,747




Details of the variations in the reporting environment concern the following companies:


                                                    Sales          Operating                  Net
                                                                      result                result

BRASIL                                                 17                   1                   1
GROUPE CAM                                         11,454                1,988              1,528
CEI LTD                                                27                  21                  12
CEI STATISTIC CZECH REPUBLIC                          241                 -123               -133
CEGEDIM TUNISIA                                       130                   8                   6
CEGEDIM USA                                           141                -335                -335
CETIP ENCAISSEMENTS                                 2,565                1,016                820
COFIDATA                                            1,474                 122                 132
INFOPHARM LTD                                                                                -118
LONGEST                                                                   -643               -646
MEDEXACT                                              182                -379                  70
MS EQUATORIANA                                         17                   1
MS CENTROAMERIANA                                                          -51                -53
MS COLOMBIANA                                          52                   9                   -1
MS MEXICANA                                         1,292                 270                 203


NDC PHARMA SERVICES LTD                               581                 -367               -367
OMB                                                   688                 209                 146
SOFWARE CEGEDIM CZECH REPUBLIC                           8                 -12                -15
THIN                                                                      -128               -129

                                                   18,870                1,606              1,121




NOTE 21: FINANCIAL INCOME AND FINANCIAL CHARGES
(in €’000)                                                    31/12/02                    31/12/01
Financial income                                                   591                        706
Exchange gains                                                     591                      1,399
TOTAL FINANCIAL INCOME                                           1,182                      2,105

Interests                                                        2,982                      1,832
Exchange losses                                                    806                      1 322
TOTAL FINANCIAL CHARGES                                          3,788                      3,154




                                                                                                     73
     NOTE 22: EXTRAORDINARY INCOME AND EXTRAORDINARY CHARGES
     (in €’000)                    Other extra-              Income from        Income from              Income from        Total
                               ordinary income         disposal of tangible       disposal of              disposal of
                                                                     assets      investments        intangible assets
     Extraordinary income                  1,189                        897                 6                        -      2,092

     (in €’000)                    Other extra-             Residual value    Residual value          Residual value        Total
                               ordinary income                 of tangible    of investments            of intangible
                                                                    assets                                     assets
     Extraordinary charges                 4,126                     1,160                 15                       -       5,301




     NOTE 23: BREAKDOWN OF CORPORATION TAX
     (in €’000)                                                   31/12/02           31/12/01

     Tax on profit before extraordinary items                       13,352             11,491
     Tax on extraordinary profit                                    -1,085               -583
     TAX PAYABLE                                                    12,267             10,908

     Deferred tax                                                   -1,938                238
     CORPORATION TAX                                                10,329             11,146



     NOTE 24: BREAKDOWN OF DEFERRED TAX
     (in €’000)                             01/01/02                 Profit   Reserves          31/12/02          Assets        Liabilities
                                                 Net                                                 Net
     Deferred tax/tax losses carried fwd       8,474                 2,238         1,081         11,793            11,793
     Deferred tax/temporary differences       -1,908                  -300           300          -1,908            2,177           -4,085
     TOTAL                                     6,566                 1,938     (1) 1,381           9,885           13,970           -4,085

     (1) inclusion of new companies




     NOTE 25: TAX ON NON-CAPITALIZED LOSSES CARRIED FORWARD
     Commitment to pay a price supplement on the acquisition of CAM shares in the amount of 649,125 Euros



     CEGEDIM SURETY BONDS TO ITS SUBSIDIARIES


     PHARMASTOCK SUBSIDIARY:
     Joint surety with its subsidiary PHARMASTOCK in favor of the company BATICENTRE concerning the execution of the conditions
     of the financial lease operation (authorization of the BD dated August 13, 2002).


     MEDIPOST SUBSIDIARY:
     Joint surety with its subsidiary MEDIPOST in favor of the item in the amount of 1,051,898 d'euros. Joint surety with its subsidiary
     MEDIPOST in favor of BNP PARIBAS Lease Group for all amounts owed for the acquisition of BUHRS machine under financial lease
     (authorization of the BD dated November 29, 2002).

     SDI SUBSIDIARY:
     Bank bond in the amount of one million euros granted to BNP PARIBAS (BD authorization dated November 29, 2002, for a period
     of one year, renewable once).




74
NOTE 26 : OWN SHARES


CEGEDIM bought back 59,319 shares for a total of 3,435 KE in accordance with the authorization given by the General
Meeting of April 23, 2002. The company plans to hold these shares for the long-term, particularly in order to use them in
connection with external growth operations; these shares were recorded as other long-term investments and kept at their
acquisition cost in the Cegedim corporate financial statements. Consequently, the amount of own shares was deducted from
the consolidated equity capital.




5.3 Fees of the auditors and members of the network dealt with by the Group


                                                 Mazars (France and    Révision et
  Sum in euros                                    foreign network)    Commissariat

 Audit
 Auditors, certification,
 examination of individual                               337,000         60,000
 and consolidated accounts

 Other services
 Legal, fiscal, social (*)                                72,000
 Others                                                   16,000

 Total                                                   425,000         60,000


(*) Including 55,000 euros relating to foreign acquisitions




                                                                                                                            75
      SECTION VI: Administrative, management and supervisory bodies


     6.1. Composition and operation of administrative,              • General management
     management and supervisory bodies
                                                                    Chairman and Managing Director
                                                                           Jean-Claude Labrune
     6.1.0. Composition                                                    appointed on 1 December 1969

     • Board of Directors (during 2002). Each administra-           Managing Director
     tor must at least hold an action of Cegedim S.A.                      Pierre Marucchi
                                                                           appointed on 1 April 1984
     Jean-Claude Labrune
            Chairman and Managing Director                          • Operating Divisions
            Founder of Cegedim
            appointed on 1 December 1969                            HEALTHCARE SERVICES
                                                                          Jean-Paul Roques
                                                                          appointed on 1 April 1995
     Sofimat.or SA represented by Pierre Marucchi
             Functioning as a holding company                       SERVICES TO COMPANIES
             appointed on 1 April 1984
                                                                    - Direct marketing and client relationship management
                                                                            Daniel Flis
     GERS G.I.E. represented by Norbert Andréo                              appointed on 1 April 1975
          Economic interest grouping including the
          pharmaceutical companies established in France            - Information technology, management and the Internet
          appointed on 6 March 1995                                         Pierre Marucchi
                                                                            appointed on 1 April 1984

     Alliance Santé Distribution
             SA represented by Antonin de Bono                      6.1.1. Operation of the management bodies
             Company owned by Alliance Unichem
             (pharmaceutical distributor)                           6.1.1.0. There is no management board’s interior
             Appointed (to the Board of Cegedim SA)                 rule
             on 22 December 2000
                                                                    6.1.1.1. Number of board meetings
                                                                    The Management Board met five times during the finan-
     Laurent Labrune                                                cial year 2002.
             Computer projects manager
             Appointed (to the Board of Cegedim SA)
             on 18 April 2001                                       6.2. The managers' holdings in the capital of Cegedim,
                                                                    the capital of a company controlling Cegedim, the capi-
     All the mandates were renewed on 21 April 1998 for 6           tal of a subsidiary of the issuer or the capital of an
     years (i.e. until the meeting convened to decide of the sta-   important customer or supplier of Cegedim
     tement for the financial year ending in 2003) and Alliance
     Santé Distribution has been appointed for a period equal
     to that of the current mandates. Laurent Labrune has been      6.2.0. Remuneration and benefits in kind granted in
     appointed for 6 years, until the meeting convened to deci-     respect of the last full year, for any reason whatsoe-
     de of the statement for the financial year ending in 2006.     ver, to members of the management bodies

     The other mandates and functions exercised in each             Total remunerations and benefits of all kinds made during
     company by each of the company officers are described          the past financial year to each company officer are detailed
     in the management report relating to operations for the        by name in the management report relating to operations
     year ending 31 December 2002, annexed to this docu-            for the year ending 31 December 2002, annexed to this
     ment.                                                          document.


76
 6.2.1. No options on Cegedim shares were granted            6.3. Personnel incentive schemes
to any of the members of the management bodies

                                                             6.3.1. Incentives and profit-sharing agreements
6.2.2. Information on the nature and size of transac-
tions concluded between the company and its                  Profit sharing is calculated on the basis of the normal
managing director, its acting managing directors, its        statutory formula. Each employee may choose to have
directors, members of the management or supervi-             the relevant amount paid into an investment fund vehi-
sory board, shareholders holding over 5% of the              cle or into a frozen current account linked to the com-
voting rights or, in the case of a shareholder com-          pany’s accounts.
pany, the company controlling it, and not having the
status of normal transactions concluded under nor-           Over the past 3 years, the amounts in question have
mal conditions.                                              been as follows (in €’000):

No transactions were entered into with members of the
management bodies or with shareholders holding over
                                                             Profit sharing and incentives       2002    2001    2000
5% of the voting rights that did not have the status of
normal transactions concluded under normal condi-
tions.                                                       Cegedim Group                      2,613 3,232 3,182


6.2.3. No loans or guarantees were granted or
arranged in favour of the members of the manage-             6.3.2. Options
ment bodies
                                                             No options on shares of the issuer, Cegedim, were
                                                             granted to the staff.




 SECTION VII – Information about recent developments and future prospects



7.1. Recent developments                                     of the scope of the transaction allows Cegedim to acqui-
                                                             re Synavant’s CRM and consulting offers. They are
• On April 14, 2003, Cegedim announced a friendly            added to the operations targeted previously, namely: the
offer to purchase the company Synavant Inc.                  PharbaseSM database in Europe, in Canada and in
(Nasdaq: SNVT). This offer received the approval of          Australia, as well as the worldwide Interactive Marketing
the Board of Directors of Synavant.                          operations intended for the main players in the health
                                                             market.
According to the final terms of the contract, Cegedim
agrees to launch a friendly bid to buy back all the          The coherence of these businesses provides the
Synavant shares at the unit price of 2.30 dollars, paya-     Cegedim Group with better opportunities in the United
ble in cash. The public offer will be followed by a merger   States for disseminating its offers, as well as relations-
through which all the shares that have not been bought       hips that are already established with the major world-
back as part of the public offer will give rise to a cash    wide pharmaceutical laboratories and a portfolio of new
payment equal to the unit purchase price.                    services in development. In Europe, Cegedim expects
                                                             the same positive effects while henceforth avoiding
This transaction cancels and replaces the previous           having to separate the ‘Interactive Marketing’ operations
agreement, announced in a press release on March 17,         from the other offers acquired, thereby respecting the
2003, which provided for the acquisition of Synavant’s       historically maintained cohesion in the conduct of busi-
‘Interactive Marketing’ health operations. The expansion     ness.


                                                                                                                          77
     This new operation guarantees, even more than the pre-        7.2. Outlook for the future
     vious one, total security for Synavant customers
     concerning the longevity and the quality of the services      (source : Cegedim)
     and information currently supplied to them. For
     Cegedim, this acquisition is a determining step for the       The year 2002 and the recent developments confirm the
                                                                   Cegedim Group’s strategy and will to develop its offers
     Group’s activities in the United States and creates
                                                                   from an international standpoint, while pursuing the
     powerful synergies and complementarities with the cur-
                                                                   development of new services that meet the expectations
     rent offers.                                                  of its customers, particularly in the health world. The
                                                                   year 2003 will be the year for the worldwide materializa-
     Synavant is established in 21 countries and recorded          tion of the Group’s corporate model and future as world-
     sales totaling 166.4 million dollars in 2002 for an opera-    wide supplier of the health industries. Indeed, Cegedim
     ting margin of 40.4 million dollars. Around 59% of the        made a decisive step becoming, worldwide, the only
     operations are carried out in America.                        global supplier for the activities tied to supplying refe-
                                                                   rence data to the health profession and those tied to
     The completion of this transaction supposes that the          global promotional investments. On these bases,
     majority of the capital is united as part of the friendly     Cegedim has all the assets necessary for its develop-
     offer and remains subject to the ordinary conditions of       ment in its principal business and particularly in its cus-
                                                                   tomer relationship management offers, in the integration
     closure. Cegedim and Synavant project that this opera-
                                                                   of services and communicative CRM applied to the
     tion will be finalized around the end of June 2003.
                                                                   health market niche.

                                                                   The Group’s strategy consists in remaining as close as
     • On April 14, 2003, Cegedim announced the acqui-             possible to the needs of its customers thanks to reco-
     sition of the company Proval.                                 gnized technological know-how that gives it the means
                                                                   to realize its ambitions. The numerous synergies bet-
     Cegedim, through its subsidiary CDS – Centre de               ween the various departments of Cegedim, the reinfor-
     Services, recently presented a bid to acquire around          cement of the given activities, the extension of these
     70% of the capital of Proval. These shares were acqui-        services to existing activities in insurance or B to B are
     red by blocks from the Group’s historical and financial       all assets and dynamic sources for the Group’s growth.
     shareholders at the price of 3.6 euros per share.             For fiscal 2003, the Management foresees growth on
                                                                   the order of 10%, excluding incorporation of external
                                                                   growth.
     Furthermore, the Cegedim Groupa agreed, during the
     next few days, to put in a bid, under the same condi-
     tions, to buy the Proval shares that appeared on the
     market. Proval provides innovative computer manage-
     ment solutions to players in the insurance and finance
     worlds. The Group’s offer relies on the publication and
     development of integrated software and business appli-
     cation packages rounded out by a high added value ser-
     vices offer: consulting, engineering, integration, training
     and facilities management. Proval is characterized by a
     strong specialization in the insurance businesses and
     recognized expertise in the new technologies (the
     Internet, networks, databases, security, decision-
     making). For the year 2002, (15-month fiscal year ended
     31/12/2002) Proval recorded 32.5 million euros in sales.
     The company is listed for trading on the Marché Libre,
     Euronext Paris (SICOVAM : 07467).




78
       ANNEXES


to the reference document


   31 December 2002




                            79
                           ANNUAL ORDINARY GENERAL MEETING OF APRIL 23, 2003

                            MANAGEMENT REPORT CONCERNING THE OPERATIONS
                            FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2002


     Ladies and Gentlemen:

     We have called the annual ordinary general meeting pursuant to the bylaws and the Code of Commerce to report
     to you on the Company’s operations during the fiscal year ended on December 31, 2002, the results of these ope-
     rations and the outlook for the future, and to submit for your approval the balance sheet and the annual financial sta-
     tements for said fiscal year. These financial statements are appended to this report.

     The notices of meeting set forth by said code were duly sent, and all the documents provided for in the regulations
     in force were made available to you within the required time frames.


     METHOD FOR CARRYING OUT THE GENERAL MANAGEMENT

     In accordance with article 148 of the decree of March 23, 1967, we inform you that your Board of Directors chose
     one of the two methods for carrying out the General Management set forth in article L. 225-51-1 of the Code of
     Commerce.

     The Board decided to combine the positions of Chairman of the Board of Directors and Chief Executive Officer.
     Consequently, Jean-Claude LABRUNE assumes responsibility for the General Management of the Company. He is
     assisted by Mr. Pierre MARUCCHI in his capacity as Deputy Chief Executive Officer.

     This decision was made for the duration of his term as director.

     Unless the method of carrying out the General Management is modified, this information will not be repeated in sub-
     sequent reports.


     SITUATION AND OPERATIONS OF THE COMPANY

     Sales for the fiscal year total 80,659 K€ compared to 69,729 K€ for the previous fiscal year, or a 15.67% increase.

     We remind you that CEGEDIM’s operations consist, in large part, in supplying services to its subsidiaries. The volu-
     me of said services therefore depends directly on the development of the subsidiaries.


     RESEARCH AND DEVELOPMENT OPERATIONS

     The fiscal year examined gave rise to a growth in research and development operations consistent with the group’s
     rate of growth.


     IMPORTANT EVENTS THAT HAVE OCCURRED SINCE THE END OF THE FISCAL YEAR

     EXTERNAL INTERNATIONAL GROWTH

     We inform you that on March 16, 2003, we signed a protocol to take over the interactive health marketing activities
     of the American company SYNAVANT for the acquisition price of 43.5 million dollars.

     Subsequently, we made a proposal to acquire all the shares making up the capital of the company, or 15.9 million

80
shares (stock options included) at the price of $2.30 per share, or a total investment of around $36 million.
SYNAVANT, which posted sales totaling 166 million USD in 2002, is our direct competitor in providing services to
pharmaceutical laboratories.

This new offer was accepted by SYNAVANT’s board of directors, thus making the agreement of last March 16 null
and void.

The operation will be considered final at the end of the public offering period, or 20 business days from its opening.




DIRECT AND INDIRECT ACQUISITIONS OF EQUITY INTERESTS


                                             %                                                        DATE OF
            COMPANIES                                                 HOLDING
                                            HELD                                                    ACQUISITION
  CEI STATISTIC CZECH REPUBLIC            51.00%     Indirect through SANTESURF subsidiary              Jan.-02
  CETIP ENCAISSEMENTS                   100.00 %     Indirect through CETIP subsidiary (creation)       Feb.-02
  MEDEXACT                               100.00%     Direct                                             May-02
  CAMM CORP. USA                         100.00%     Direct                                             May-02
  DECISIONS RESEARCH AMERICA             100.00%     Indirect through CAMM Corp, USA subsidiary         "
  CAM PACIFIC AUSTRALIA                  100.00%     "                                                  "
  CAMM Corp. MR CANADA                   100.00%     "                                                  "
  INTERCAM U.K.                          100.00%     Indirect through Groupe CAM subsidiaries           "
  CAM FRANCE                             100.00%     Direct and through DRE subsidiary                  "
  CAM INTERNATIONAL SPAIN                100.00%     Indirect through CAM France subsidiary             "
  ABACAM ITALY                           100.00%     "                                                  "
  CAM PORTUGAL                           100.00%     "                                                  "
  CAM INTERNATIONAL GERMANY              100.00%     "                                                  "
  CAMM INTERNATIONAL UK                  100.00%     "                                                  "
  CAM K.K. JAPAN                         100.00%     "                                                  "
  CAMM ( AMERICA LATINA)                 100.00%     "                                                  "
  DECISIONS RESEARCH EUROPE              100.00%     Direct and through CAMM Corp USA subsidiary        "
  COFIDATA                               100.00%     Indirect through CEGELEASE subsidiary              June-02
  CEGEDIM TUNISIA                         65.00%     Indirect through SANTESURF subsidiary              June-02
  MS CENTROAMERICA                        95.00%     Indirect through CEGEDIM Belgium subsidiary        June-02
  MS MEXICANA                             95.00%     idem                                               June-02
  MS ECUATORIANA                          95.00%     idem                                               June-02
  MS COLOMBIANA                          100.00%     Indirect through MS Mexicana subsidiary            Sep.-02
  THIN (ENGLAND)                          51.00%     Indirect through INPS subsidiary                   Sep.-02




SUSIDIARIES

We remind you that the table of subsidiaries and equity interests is appended to the balance sheet and provides you
with all the information concerning their operations.




                                                                                                                         81
     FINANCIAL STRUCTURE

     Equity capital grew from 114,282 K€ to 119,450 K€.

     Financial liabilities increased from 39,801 K€ in 2001 to 69,076 K€ in 2002. They correspond to loans to the sub-
     sidiaries for a net total of 54,489 K€ compared to a net total of 40,631K€ for fiscal 2001 and to the financing of
     external growth operations.

     At the same time, the cash position increased from 1,550 K€ in 2001 to 5,801 K€.


     INVESTMENTS

     In 2002, the investments were essentially financial.


     ECONOMIC AND FINANCIAL RESULTS

     The current result before taxes for the fiscal year amounts to 12,866 K€ compared to 11,012 K€ for the preceding
     fiscal period, or a variation of 16.8%.
     Considering the items above, the negative non-recurring result of 29 K€ and the tax on profits of 2,176 K€, the result
     for the fiscal year was up only 5.23% totaling 10,207 K€ compared to a profit of 9,699 K€ for the preceding fiscal
     year.
     It must be noted that the corporate tax increased sharply from 90 K€ to 2,176 K€ due to the impact of the tax conso-
     lidation of the subsidiaries.
     On December 31, 2002, the balance sheet total for the Company was 212,776 K€ compared to 171,959 K€ for the
     preceding fiscal year, or a 23.74% variation.
     The table of results set forth by article 148 of the decree of March 23, 1967, is appended to this report.


     PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS

     The annual financial statements for the fiscal year ended December 31, 2002, which we are submitting for your
     approval, were drawn up in accordance with the presentation rules and the valuation methods set forth by the regu-
     lations in force.
     The presentation rules and the valuation methods used are identical to those used for the preceding fiscal year.
     All clarifications and justifications can be found appended to this report.


     ALLOCATION OF THE RESULT

     We suggest allocating the profit for the fiscal year amounting to 10,206,692 € in the following way :

             the sum of     5,038,982.46 €
             as a dividend,

             the balance, or the sum of        5,167,709.54 €
             to the other reserves account.

     Each shareholder will thus receive a unit dividend of 0.54 €, accompanied by a dividend tax credit of 0.27 € for
     declarable earnings of 0.81 €.

     The cash dividend will be paid beginning on May 15, 2003.

     The general meeting decides that if the company holds some of its own shares at the time of payment, the amount
     corresponding to the dividend not paid for these shares will be charged to the carry forward account.


82
RECALL OF PREVIOUS DIVIDENDS
In accordance with the provisions of article 243 bis of the General Tax Code, we remind you that the amounts dis-
tributed as dividends for the three previous fiscal years were as follows:



                                                               DIVIDEND
   FISCAL YEAR             N° OF SHARES                                                                  TAX CREDIT
                                                      PER SHARE         TOTAL

        1999                       8,398,304                     2.50 F            20,995,760 F              10,497,880 F
        2000                      *9,331,449                   0.457 €          3,840,939.60 €            1,920,469.80 €
                                                               (3.00 F)          (25,194,912 F)            (12,597,456 F)
        2001                       9,331,449                    0.54 €          5,038,982.46 €            2,519,491.23 €

 * creation in December 2000 of 933,145 shares in remuneration of the contribution from the ALLIANCE UNICHEM Group. As
 these shares are entitled to dividends as of January 1, 2001, the dividend was paid on the basis of the 8,398,304 old shares.



DISTRIBUTION OF THE CAPITAL

On December 31, 2002, the capital and voting rights were distributed as follows:


                        N° OF            %             N° OF                                                 TOTAL        % VOTING
  SHAREHOLDERS                                                             N° OF DOUBLE VOTES
                     SHARES HELD        HELD       SINGLE VOTES                                              VOTES         RIGHTS

                                                                         SHARES            VOTES
 SOFIMAT.OR             6,462,044      69.25%             23,500        6,438,544       12,877,088        12,900,588       81.87%
 ALLIANCE
 SANTE
 DISTRIBUTION             933,145      10.00%           933,145                  0                 0          933,145       5.92%
 JCL                       38,496       0.41%            38,496                  0                 0           38,496       0.24%
 GERS                      36,788       0.39%                 0             36,788            73,576           73,576       0.47%
 PUBLIC                 1,801,657      19.31%         1,791,675              9,982            19,964        1,811,639      11.50%
 CEGEDIM                   59,319       0.64%                 0                  0                 0                0       0.00%
                        9,331,449 100.00%             2,786,816         6,485,314       12,970,628        15,757,444 100.00%

You may note that pursuant to the authorization given by the extraordinary general meeting of shareholders of April
23, 2002, and in compliance with the conditions defined, the company acquired during the past fiscal year:

        • 59,319 shares that remain registered in the company’s shareholders’ account at the end of fiscal 2002,
        • at the average price of 57.91 €,
        • the securities were bought on the Second Marché, under the customary conditions,
        • the par value of the shares is 0.9528 €,
        • these acquisitions were accomplished as part of an external growth operation that was ultimately carried
          out without recourse to the planned securities swap. As a consequence, the securities were kept for any
          future operations,
        • the shares acquired represent 0.64% of the capital.

In accordance with the provisions of article L.225-210, paragraph 3, you will be asked to set up a “reserve for own
shares” to which an amount to be withdrawn from an available reserves item will be charged, corresponding to the
total amount of share purchases made during fiscal 2002. This reserve item thus created is unavailable for the enti-
re holding period for the shares.

We emphasize that this buyback of its own shares by the Company is being regularized by the COB, for the rules
enacted in the matter were not obeyed.

                                                                                                                                     83
     NON-TAX DEDUCTIBLE EXPENSES
     In accordance with the provisions of articles 223 quarter and 223 quinquies of the General Tax Code, we inform you
     that the financial statements for the past fiscal year take into account the sum of 81,059 €, corresponding to non-
     tax deductible expenses.


     DIRECTORS’ FEES

     We propose that you rule on the total amount of directors’ fees allocated to the board of directors for the fiscal year
     in progress, which could be set at 31,000 €.


     OUTLOOK FOR 2003

     For fiscal 2003, we foresee growth of around 10% excluding the incorporation of external growth.


     OBSERVATIONS OF THE WORKS COMMITTEE

     Pursuant to the provisions of article L. 432-4 of the Labor Code, we inform you that the Works Committee has not
     made any observations concerning the economic and social situation of the company.


     AGREEMENTS CITED IN ARTICLE L 225-38 OF THE CODE OF COMMERCE

     We ask you, in accordance with article 225-40 of the code of commerce, to approve the agreements cited in article
     L 225-38 of this same code, entered into or continued during the fiscal year, after having been duly authorized by
     your board of directors. Your auditors were duly advised of these agreements, which they described in their special
     report.

     Appended to this report is the table of agreements cited in article L 225-38 of the code of commerce that did not
     give rise to authorization by your board of directors since they were entered into under normal conditions and cor-
     respond to routine agreements within a group.


     INFORMATIONS CONCERNING THE CORPORATE OFFICERS

     List of corporate officers

     In accordance with the provisions of article L. 225-102-1, para. 3 of the Code of commerce, the list of all offices held
     and duties carried out in other companies by each of the corporate officers of the company is appended to this
     report.

     Remuneration of the corporate officers

     In accordance with the provisions of article L. 225-102-1 of the Code of commerce, we inform you in the list of offi-
     ces appended to this report of the total remuneration and benefits of all kinds paid during the past fiscal year to each
     corporate officer.


     AUDITORS’ AUDIT

     We will now read the general report from the Auditors and their special report concerning the agreements cited in
     articles L. 225-38 and following of the Code of Commerce.


84
We inform you that the list and the purpose of the routine agreements entered into under normal conditions were
communicated to the directors and to the auditors in accordance with article 92-1 of the decree of March 23, 1967,
during the Board of Directors meeting that drew up the financial statements for the fiscal year.


RATIFICATION OF THE TRANSFER OF THE CORPORATE HEADQUARTERS

During the meeting held on August 13, 2002, your Board of Directors decided to transfer the corporate headquar-
ters from BOULOGNE (92100), 110 to 116, rue d'Aguesseau, to BOULOGNE (92100), 127 to 137, rue
d'Aguesseau.

Pursuant to the legal and statutory provisions, we ask you to please ratify this decision.


PURCHASE BY THE COMPANY OF ITS OWN SHARES

We propose that in accordance with the provisions of article L. 225-209 of the code of commerce, you authorize your
board of directors to buy shares of the company.

These acquisitions could be made at any time, in accordance with the regulations in force and by all means, inclu-
ding through the use of financial derivative instruments.

This authorization would allow the completion of the following operations:

        • optimize the company’s assets and financial management,
        • regularize the market price of the company share by leaning against the wind,
        • proceed with purchases and sales based on market situations,
        • grant stock options to employees of the company and/or its group,
        • allot the shares to employees of the company so that they can share in the fruits of the corporate expan-
          sion as part of the corporate savings plan or as part of any other employee savings plan,
        • remit the shares as payment or as a swap, particularly as part of external growth operations,
        • remit the shares when rights attached to securities giving right through reimbursement, conversion, swap,
          presentation of a warrant or any other method to the allotment of existing company shares are exercised.

The maximum unit purchase price could be set at 90 € and the minimum unit sale price at 60 €.

In case of a capital increase through the incorporation of reserves and allotment of bonus shares, as well as in the
case of the division or consolidation of shares, the prices indicated above could be adjusted by a multiplier equal to
the ratio between the number of shares making up the capital before the operation and the number after the ope-
ration.
The maximum number of shares that may be bought under this authorization may not at any time exceed 10% of
the capital stock, which, at present, corresponds to 933,144 shares, so the maximum amount that the company
would be likely to devote to these purchases would not exceed 83,982,960 €.

The shares thus acquired could be kept, sold or transferred by any means.

This authorization would purely and simply cancel and replace the authorization given by the extraordinary general
meeting of April 23, 2003. It could be given for a period of 18 months, which would expire no later than September
22, 2004.




                                                                                                                         85
     SITUATION AND OPERATIONS OF THE GROUP

     For the fiscal year ended December 31, 2002 :

             • ex. tax sales totaled 340,077 K€ (compared to 306,952 K€ for the preceding fiscal year), or a 10.8% varia-
               tion,
             • total operating income was 349,687 K€ (compared to 313,703 K€ for the preceding fiscal year), or a varia-
               tion of 11.5%,
             • operating expenses for the fiscal year totaled 312,390 K€ (compared to 278,299 K€ for the preceding fis-
               cal year), or a 12.2% variation.

     The operating result amounts to 37,297 K€ (compared to 35,404 K€ for the preceding fiscal year) or a 5.3% varia-
     tion.
     Wages, salaries, payroll taxes, profit sharing and incentives amounted to 148,826 K€ compared to 128,587 K€ for
     the preceding fiscal year, or a 15.7% variation.
     Given the negative financial result of 2,606 K€ compared to a negative result of 1,049 K€ for the preceding fiscal
     year, the current result before taxes for the fiscal year totals 34,691 K€ compared to 34,355 K€ for the preceding
     fiscal year.
     Considering the items above, the negative non-recurring result of 3,209 K€, the tax on profits of 10,329 K€, depre-
     ciation of consolidated goodwill in the amount of 4,702 K€ and the negative percentage share in the results of the
     companies treated using the equity method of 78 K€, the net consolidated result for the fiscal year amounts to a
     profit of 16,373 K€, or 16,041 K€ as group share (compared to a net consolidated profit – group share – of 18,089
     K€ for the preceding fiscal year), or a negative variation of 11.3 %.

     The inventory value of consolidated goodwill and of other intangibles was verified in light of the present and future
     profitability of the operations concerned through the examination of realizations, budgets and intermediate and long-
     term plans. This verification did not lead to recording any provision for additional depreciation.


     RESEARCH AND DEVELOPMENT OPERATIONS

     The CEGEDIM Group’s investment policy consists in routinely re-investing 8% of its sales in the development of its
     existing and future products and in not locking up these costs, which are normal and routine operating expenses.


     IMPORTANTS EVENTS THAT HAVE OCCURRED SINCE THE END OF THE FISCAL YEAR

     We refer to the information delivered above concerning the acquisition by CEGEDIM SA of the SYNAVANT interac-
     tive health marketing division.


     OUTLOOK FOR 2003

     For the year 2003 we foresee growth of around 10%.


     CORPORATE AND ENVIRONMENTAL INFORMATION

     To satisfy the provisions of article L. 225-102-1 of the Code of Commerce, we give below the information required
     concerning:

        • CORPORATE INFORMATION

        We append to this report a summary table of the information required.




86
   • ENVIRONMENTAL INFORMATION

The operations of the CEGEDIM Group, given their nature, have no repercussions on the environment.

We hope that the foregoing information will receive your approval, and that you will vote in favor of the resolutions
submitted to you.

                                                                                             The Board of Directors




                                                                                                                        87
                                      ANNEXES TO THE MANAGEMENT REPORT


     TABLE OF RESULTS FOR THE PREVIOUS FIVE FINANCIAL YEARS

     LIST OF AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 CONCLUDED UNDER NORMAL CONDITIONS

     LIST OF COMPANY OFFICERS

     EMPLOYEE RELATED INFORMATION




     RESULTS FOR THE LAST FIVE FISCAL YEARS (en euros)


     Closing date                                     31/12/2002   31/12/2001   31/12/2000   31/12/1999   31/12/1998

     Length of the fiscal year                        12 months    12 months    12 months    12 months    12 months

     CAPITAL AT THE END OF
     THE FISCAL YEAR
     Capital stock                                     8,891,005    8,891,005    8,891,005    8,001,957    8,001,957
     Number of shares                                  9,331,449    9,331,449    9,331,449    8,398,304    8,398,304

     OPERATIONS AND RESULTS
     Sales                                            80,659,312   69,729,441   63,944,229   56,281,345   49,914,103
     Result before taxes, profit-sharing,
     Depreciation and provisions                      32,150,748   20,571,964   20,088,186   20,000,031    8,846,400
     Tax on profits                                    2,175,917       89,929    2,497,205    3,377,348     -475,014
     Employee profit sharing                             455,259      627,284    1,028,656    1,001,341      744,125
     Depreciation and provisions                      19,312,880   10,155,996    7,696,813    7,474,523    4,944,689
     NET RESULT                                       10,206,692    9,698,755    8,865,511    8,146,818    3,632,599

     Distributed result                                5,038,982    5,038,982    3,840,940    3,200,783    2,560,626

     Result per share
     Result after taxes, profit-sharing, and before
     depreciation and provisions                            3.16         2.13         1.77         1.86         1.02
     Result after taxes, profit sharing,
     depreciation and provisions                            1.09         1.04         0.95         0.97         0.43
     Dividend allotted                                      0.54         0.54         0.41         0.38         0.30

     PERSONNEL
     Average workforce                                       466          432          371          345          316
     Total payroll                                    18,628,376   16,474,066   14,524,009   12,821,195   10,860,727
     Payroll taxes                                     8,441,490    7,214,623    6,748,607    5,911,856    4,971,248




88
AGREEMENTS CITED IN ARTICLE 225-38 AND FOLLOWING OF THE CODE OF COMMERCE
AGREEMENTS ENTERED INTO OR CONTINUED UNDER ROUTINE CONDITIONS DURING FISCAL 2002,
THAT DID NOT GIVE RISE TO AUTHORIZATION BY THE BOARD OF DIRECTORS

CEGEDIM SALES TO SUBSIDIARIES:                                                                  ALL REBILLINGS ARE DONE TO THE €URO

COMPANIES                                          RAW COMPUTER POWER AND                                   RENTS AND              OTHER CORPORATE
                                                   APPLICATIONS MAINTENANCE                                EXPENSES (1)              EXPENSES (2)
AGDF                                                                                                                                               12,465
ALLIADIS                                                                                                           46,259                         530,597
AMIX                                                                                4,872                                                          62,518
APOLINK                                                                                                               378                           2,506
ALLIANCE SANTE EDITION                                                                                                                            137,899
ALLIANCE SOFTWARE                                                                                                   4,232                          99,029
BKL CONSULTANT                                                                   596,087                          701,808                       1,774,116
CBU                                                                               31,418                              499                          14,600
CEGELEASE                                                                           6,074                           3,247                         561,041
CEGERS                                                                         3,095,563                           60,898                         119,388
CESAME TECHNOLOGIES                                                                                                 5,013                          29,608
CETIP                                                                            705,001                          173,594                       1,763,911
CETIP ENCAISSEMENTS                                                              420,000                           32,948                          57,180
CEGEDIM LOGICIELS MEDICAUX                                                                                         23,547                         217,630
CEGEDIM SRH                                                                      590,286                           78,835                         372,265
COFIDATA                                                                                                            1,199
DATA CONSEIL                                                                                                                                      179,247
DISTAL                                                                                                             15,748                          38,186
DOCUBASE                                                                                                          235,207                         310,065
ICOMED                                                                         1,049,751                          209,121                         472,931
I.C.S.F.                                                                          33,422                            2,963                         247,392
INCAMS                                                                                                                                            484,828
ITOPS                                                                            279,988                           44,655                          74,906
JMB                                                                                                                                                    24
LONGEST                                                                           58,081                                                           55,997
MEDEXACT                                                                                                           23,570                          64,419
MEDIANE                                                                                                               330                              25
MEDICOM                                                                                                                                               901
MEDIPOST                                                                                                           17,889                         204,155
MESSAGE PLUS                                                                                                        5,803                         164,878
MIDIWAY                                                                                                                                            33,328
MONTARGEST                                                                                                            123                           4,959
NYC                                                                              205,988                           58,652                          99,705
OMB ALPES                                                                                                                                           8,779
PC ON LINE                                                                        19,773                           32,460                         182,155
PHARMAPOST                                                                                                         15,896                         130,860
PHARMASTOCK                                                                                                                                        34,940
QUALIPHARMA                                                                       22,221                              549                         257,925
REFERENCE DIFFUSION MEDICALE                                                                                       32,565                          80,942
RESIP                                                                                                               1,478                          38,591
RNP                                                                               93,294                           20,883                         462,748
SANTESTAT                                                                                                                                           2,737
SANTESURF                                                                                                         451,977                         414,879
SDI                                                                               11,271                           13,476                         462,854
SEDIAP                                                                                                                396                           8,486
SOFILOCA                                                                                                                                           89,064
SOFIMAT                                                                           54,922                           68,051                          96,627
SOLTIM                                                                            26,909                          237,094                         561,039
TVF                                                                           22,486,365                        1,069,128                       3,813,859
TOTAL :                                                                     29,791,285                         3,690,468                     14,837,182
(1) Encompasses all expenses linked to the premises such as rents, electricity, maintenance, insurance, telephone, taxes and levies.
(2) Encompasses all the services performed for the subsidiaries, such as: personnel costs (wage taxes, hiring costs, moving expenses, etc. …), transport costs,
    software fees, financial fees, corporate headquarter expenses, miscellaneous supplies.



                                                                                                                                                                  89
     PURCHASES MADE BY CEGEDIM FROM SUBSIDIARIES :

                                                                                                                                               OTHER
     COMPANIES                                          FINANCIAL EXPENSES                       SUBCONTRACTING(1)
                                                                                                                                              SERVICES(2)
     AGDF                                                         11,020                                     59,760
     AMIX                                                           8,785                                  946,063
     ALLIADIS                                                    167,770
     ALLIANCE SANTE EDITION                                         6,138
     ALLIANCE SOFTWARE                                            45,285
     BKL CONSULTANT                                                 2,913                                  107,173
     CBU                                                            8,296
     CEGERS                                                       38,661
     CESAME TECHNOLOGIES                                            9,090
     CETIP                                                        27,712                                      1,677
     CEGEDIM LOGICIELS MEDICAUX                                     2,631
     DB COM                                                       10,423
     DISTAL                                                       65,270
     DOCUBASE                                                       7,972                                                                            18,550
     ICOMED                                                      193,234                                     23,421
     ICSF                                                         19,071
     INCAMS                                                       62,370
     ITOPS                                                        10,103                                      2,567
     LONGEST                                                                                                                                         58,850
     MEDICOM                                                         174
     MEDIPOST                                                     11,957                                  1,536,495                                 225,019
     MESSAGE PLUS                                                 18,840                                   844,720                                  244,665
     MIDIWAY                                                         481                                     32,800
     MONTARGEST                                                     3,931                                                                             5,791
     NYC                                                                                                   210,353
     OMB                                                            1,452
     PC ON LINE                                                   45,265                                  1,135,119                                 626,089
     PHARMAPOST                                                   20,347                                   494,696                                   57,929
     PHARMASTOCK                                                  10,266                                     44,204                                  35,020
     PLEXUS                                                         2,913
     QUALIPHARMA                                                    2,265                                 1,249,509
     RESIP                                                        59,156
     RNP                                                          53,848
     SANTESURF                                                    30,475
     SDI                                                          59,491                                   631,799                                   20,818
     SOFILOCA                                                        847                                                                            374,020
     SOFIMAT                                                         740
     SOLTIM                                                       37,669
     CEGEDIM SRH                                                    3,517                                                                           436,487
     TVF                                                         343,336                                     55,620
     VISUALTIM                                                      1,662
     TOTAL :                                                  1,405,376                                 7,375,977                                2,103,237

     (1) Encompasses services subcontracted from subsidiaries (mailing, updates and purchases of files, document printing, etc.)
     (2) Encompasses all services sold by the subsidiaries to CEGEDIM such as: leasing and/or sale (of equipment, vehicles, premises) and their related expenses
         (maintenance, insurance), personnel expenses (payroll management, hiring, wage taxes, detached personnel, engagement expenses) and miscellaneous sup-
         plies (documentation, advertising, transport, etc …)




90
LIST OF DIRECTORS IN OFFICE DURING FISCAL 2002


M. Jean-Claude Labrune,    19A, rue Massenet 92310 SEVRES


        OFFICES HELD                                          COMPANIES
Chairman and CEO                       CEGEDIM
Permanent representative               of CEGEDIM to the board of directors of CEGEDIM SRH and NYC
                                       of BKL CONSULTANT to the board of directors of DATA CONSEIL
                                       of DOCUBASE to the board of directors of DISTAL
Chairman of the Board of Directors     SOFIMAT.OR– CETIP – BKL CONSULTANT
President of S.A.S.                    TVF
Manager                                -RNP – PC ON LINE – CBU – ICOMED – PHARMAPOST – CEGERS –
                                       MEDIPOST - DOCUBASE – ART ET STRATEGIE
Remuneration : 264,600 €



M. Laurent Labrune, 64, rue de Silly 92100 BOULOGNE

        OFFICES HELD                                          COMPANIES
Chairman and CEO                              CEGEDIM SRH
Co-Manager                                    BRUN
Remuneration : 21,877 €



GERS Tour Framatome 1, place de la Coupole 92400 Courbevoie

Permanent representative of GERS:

M. Norbert ANDRÉO 1784, Route de Chatillon-Coligny 45200 Montargis

No other office - Remuneration : 4,500 €
ALLIANCE SANTE DISTRIBUTION: 369-371, Promenade des Anglais 06200 NICE

Permanent representative of Alliance Santé Distribution:

M. Antonin DE BONO, 10, av. Félix Faure 06000 Nice


           OFFICES HELD                                     COMPANIES
Director                               ALLIANCE SANTE LUXEMBOURG – ALLEANZA SALUTA ITALIA –
                                       BANQUE TARNEAUD
Chairman and CEO                       ALLIANCE SANTE DISTRIBUTION – ALLIANCE SAT
Chairman of the Supervisory Board      ALLIANCE SANTE FRANCE
President                              CLAJACAVEC
Manager                                CHRIS LU MARINE
Permanent representative               of ALLIANCE SANTE DISTRIBUTION to the boards of directors of
                                       LOCAPHARM, SEREX ALLIANCE SANTE and CEGEDIM
Remuneration : 6,800 €



                                                                                                      91
     SOFIMAT.OR 104-106, rue d'Aguesseau 92100 Boulogne

     Permanent representative of :

     M. Pierre MARUCCHI 9, cour Jasmin 75016 Paris



                       OFFICES HELD                                                       COMPANIES
           Director                                          NYC- SOFIMAT.OR – DISTAL – CETIP– CEGEDIM SRH
           Permanent representative                          of AMIX to the Board of Directors of BKL CONSULTANT
                                                             of SOFIMAT.OR to the board of directors of CEGEDIM
           Chairman of the Board of Directors                I.C.S.F. – COFIDATA
           S.A.S. President                                  INCAMS – CESAME TECHNOLOGIES – SOLTIM
           CEO                                               SOFIMAT.OR – DISTAL
           Acting CEO                                        NYC – ALLIANCE SANTE EDITION – BKL CONSULTANT –
                                                             CEGEDIM
           Manager                                           AMIX – C.D.S. – CEGELEASE – ITOPS – JMB CONSEILS – IRIS –
                                                             CEGEDIM LOGICIELS MEDICAUX – MESSAGE PLUS – SEDIAP
                                                             – SANTESTAT – SANTESURF – S.D.I. – SOFILOCA – SOFIMAT
           Remuneration : 269,668 €




     EMPLOYEE-RELATED INFORMATION


                                                                    FRANCE             ABROAD           GLOBAL
            WORKFORCE ON 12/31/2002
            C.D.I.                                                        2,470             609              3,079
            C.D.D.                                                          132              70                202
                                                                          2,602             679              3,281
            (1)
                  "Full time" EMPLOYEES                                   2,355             642              2,997
                  "Part time" EMPLOYEES                                     247              37                284
                                                                          2,602             679              3,281
            HIRES in 2002
            C.D.I.                                                          350             119                469
            C.D.D.                                                          253              48                301
                                                                            603             167                770
            DEPARTURES                                                      583             111                694
            TEMPORARIES (D/H)                                             4,941            6,450            11,391
            ABSENTEEISM (D/H)                                           93,957             3,026            96,983
            TOTAL PAYROLL on 31,12,2002                             77,644 K€          31,800 K€        109,444 K€
            PAYROLL TAXES on 31,12,2002                             34,116 K€           5,266 K€         39,382 K€
            TRAINING                                                864,477 €          366,346 €       1,230,823 €


     (1)
           Work time respecting the regulations in force in the different countries.


92
                 AUDITORS' GENERAL REPORT ON THE ANNUAL FINANCIAL STATEMENTS

                                               Fiscal year ended December 31, 2002


Ladies and Gentlemen,

In execution of the mission entrusted to us by your General Meeting, we present to you our report related to the fis-
cal year ended December 31, 2002, concerning:

• the audit of the annual financial statements for the company CEGEDIM, as they are attached hereto,
• the specific verifications and the information set forth by law.

The annual financial statements were drawn up by the Board of Directors. It is our responsibility to express an opi-
nion concerning these financial statements based on our audit.

1. Opinion concerning the annual financial statements

We conducted our audit in accordance with the professional standards applicable in France; these standards requi-
re that we plan and perform the audit to obtain assurance about whether the financial statements are free of mate-
rial misstatements. An audit includes examining, on a test basis, the evidence supporting the data contained in
these financial statements. It also includes assessing the accounting principles used and the significant estimates
made to draw up the financial statements as well as evaluating their overall presentation. We believe that our audits
provide a reasonable basis for the opinion expressed below.
We certify that in consideration of the French accounting principles and rules, the financial statements present fair
and true picture of the result of the operations for the past fiscal year, as well as of the financial position and assets
of the company at the end of this fiscal year.

2. Verifications and specific information

In accordance with the professional standards applicable in France, we also proceeded with the specific verifications
set forth by law.
We have no observations to make concerning the truth and the consistency with the annual financial statements of
the information given in the management report from the Board of Directors and in the documents sent to the sha-
reholders concerning the financial position and the annual financial statements.
Pursuant to the law, we made sure that the various items of information related to acquisitions of equity interests
and control and to the identity of the holders of the capital were communicated to you in the management report.


Done in Paris on April 4, 2003




SARL REVISION ET COMMISSARIAT                                    MAZARS & GUÉRARD
                                                                 MAZARS

23 RUE LOUIS LE GRAND - 75002 PARIS                              LE VINCI - 4, ALLÉE DE L'ARCHE - 92075 LA DÉFENSE CEDEX
TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61        TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01


LIMITED LIABILITY AUDITING FIRM                                  ACCOUNTING AND AUDITING FIRM
CAPITALIZATION OF 7,622.45 EUROS - RCS PARIS B 340 938 703       CAPITALIZATION OF 4,162,350 EUROS - RCS PARIS B 784 824 153


CORPORATE HEADQUARTERS:                                          CORPORATE HEADQUARTERS:
23 RUE LOUIS LE GRAND - 75002 PARIS                              125 RUE DE MONTREUIL - 75011 PARIS


Patrice Ledoux                                                   Daniel Chmielewski

                                                                                                                               93
                   AUDITORS’ SPECIAL REPORT CONCERNING REGULATED AGREEMENTS

                                          Fiscal year ended December 31, 2002


     Ladies and Gentlemen,

     In our capacity as auditors of your company, we present to you our report concerning the regulated agreements of
     which you were advised.

     It is not our responsibility to search for the existence of agreements, but to communicate to you, based on the infor-
     mation given to us, the characteristics and the essential terms and conditions of those agreements you have been
     advised of without having to make a decision concerning their utility and their justification. It is up to you, in accor-
     dance with article 92 of the decree of March 23, 1967, to assess the interest related to entering into these agree-
     ments in view of their approval.

     We performed our tasks in accordance with the professional standards applicable in France; these standards requi-
     re us implement procedures intended to verify the consistency of the information given to us with the basic docu-
     ments it came from.

     We inform you that no agreement covered by article L.225-38 of the Code of Commerce was brought to our atten-
     tion

     Furthermore, pursuant to the decree of March 23, 1967, we were informed that the execution of the following agree-
     ments, approved during previous fiscal years, continued during this last fiscal period:



     A) Contracting party :           SA SOFIMAT.OR
        Nature and purpose :          leasing of office and parking space
                                      rent amounts paid in 2002 :                    451,271 €

     B) Contracting party:            SCI, 116 rue d’Aguesseau
        Nature and purpose:           rent amounts paid in 2002 :                    105,492 €

     C) Contracting party:            SCI MAG
        Nature and purpose :          rent amounts paid in 2002 :                    21,098 €

     D) Contracting party:            SCI, 114 rue d’Aguesseau
        Nature and purpose:           rent amounts paid in 2002 :                    62,637 €

     E) Contracting party:            SA SOFIMAT.OR
        Nature and purpose:           rent amounts paid in 2002 :                    5,671 €



     Pursuant to article L. 225-42 of the Code of Commerce, we inform you that the agreement below was not subject
     to the prior authorization of your Board of Directors.

     It is our responsibility, based on the information provided to us, to communicate to you the characteristics and
     essential terms and conditions of this agreement, as well as the reasons for which the authorization procedure
     was not followed, without having to render an opinion concerning its utility and justification.




94
• Director concerned:               Mr. Jean-Claude LABRUNE
                                    SA SOFIMAT.OR

• Contracting party:                SCI 131


• Nature and purpose:               leasing of office space
                                    rent amounts paid in 2002 : 1,920,000 €
                                    security deposit paid : 800,000 €

• Reason:                           omission of the board of directors meeting authorizing this agreement




Done in Paris on April 4, 2003




SARL REVISION ET COMMISSARIAT                                      MAZARS & GUÉRARD
                                                                   MAZARS

23 RUE LOUIS LE GRAND - 75002 PARIS                                LE VINCI - 4, ALLÉE DE L'ARCHE - 92075 LA DÉFENSE CEDEX
TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61          TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01


LIMITED LIABILITY AUDITING FIRM                                    ACCOUNTING AND AUDITING FIRM
CAPITALIZATION OF 7,622.45 EUROS - RCS PARIS B 340 938 703         CAPITALIZATION OF 4,162,350 EUROS - RCS PARIS B 784 824 153


CORPORATE HEADQUARTERS:                                            CORPORATE HEADQUARTERS:
23 RUE LOUIS LE GRAND - 75002 PARIS                                125 RUE DE MONTREUIL - 75011 PARIS


Patrice Ledoux                                                     Daniel Chmielewski

                                                                                                                                 95
               AUDITORS’ REPORT CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS

                                                    Fiscal year ended December 31, 2002


     Ladies and Gentlemen,

     In execution of the mission entrusted to us by your General Meeting, we audited the consolidated financial state-
     ments of the CEGEDIM related to the fiscal year ended December 31, 2002, as they are appended to this report.

     The consolidated financial statements were drawn up by the Board of Directors. It is our responsibility to express
     an opinion concerning these financial statements based on our audit.

     We performed our audit in accordance with the professional standards applicable in France. These standards requi-
     re that we plan and perform the audit to a reasonable assurance about whether the consolidated financial state-
     ments are free of material misstatements. An audit includes examining, on a test basis, the evidence supporting the
     data contained in these financial statements. It also includes evaluating the accounting principles used and the signi-
     ficant estimates made to draw up the financial statements as well as evaluating their overall presentation. We belie-
     ve that our audits provide us with a reasonable basis for the opinion expressed below.

     We certify that the consolidated financial statements are, in light of the French accounting rules and principles,
     consistent and true and give a faithful picture of the financial position and the result of the entity made up of the com-
     panies included in the reporting environment.

     Furthermore, we also verified the information given in the group’s management report. We have no observations to
     make concerning their truth and their consistency with the consolidated financial statements.


     Done in Paris on April 4, 2003




     SARL REVISION ET COMMISSARIAT                                    MAZARS & GUÉRARD
                                                                      MAZARS

     23 RUE LOUIS LE GRAND - 75002 PARIS                              LE VINCI - 4, ALLÉE DE L'ARCHE - 92075 LA DÉFENSE CEDEX
     TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61        TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01


     LIMITED LIABILITY AUDITING FIRM                                  ACCOUNTING AND AUDITING FIRM
     CAPITALIZATION OF 7,622.45 EUROS - RCS PARIS B 340 938 703       CAPITALIZATION OF 4,162,350 EUROS - RCS PARIS B 784 824 153


     CORPORATE HEADQUARTERS:                                          CORPORATE HEADQUARTERS:
     23 RUE LOUIS LE GRAND - 75002 PARIS                              125 RUE DE MONTREUIL - 75011 PARIS


     Patrice Ledoux                                                   Daniel Chmielewski

96
                            TEXT OF THE RESOLUTIONS PROPOSED TO THE
                           ORDINARY GENERAL MEETING OF APRIL 23, 2003


FIRST RESOLUTION

The General Meeting, after having heard the management report from the Board of Directors and the general report
from the Auditors, approves the annual financial statements for the fiscal year ended December 31, 2002, as they
were presented, along with the operations contained in these financial statements or summarized in these reports.

As a consequence, the general meeting gives the directors full and unreserved discharge for the execution of their
duties for said fiscal year.
The general meeting also approves the non-corporate tax deductible expenses cited in article 39-4 of the General
Tax Code, which total 81,059 €, as well as the corresponding tax amounting to 28,719 €.



SECOND RESOLUTION

The general meeting decides to allocate the profit for the fiscal year totaling 10,206,692 € as follows:

• the sum of 5,038,982.46 € as dividend,
• the balance, or the sum of 5,167,709.54 € to the other reserves account.

Each shareholder will thus receive a unit dividend of 0.54 €, accompanied by a dividend tax credit of 0.27 € for
declared income of 0.81 €.

The cash dividend will be paid as of May 15, 2003.

The general meeting decides that if the company holds certain of its own shares at the time of payment, the amount
corresponding to the dividend not paid as a result of these shares will be charged to the carry forward account.


The general meeting notes that the sums distributed as dividends
for the three preceding fiscal years were as follows:

                                                     dividend
 Accounting Number of shares                                                       Tax credit
  period                                 per share               total

    1999              8,398,304                 2.50 F         20,995,760 F         10,497,880 F
    2000             *9,331,449               0.457 €       3,840,939.60 €       1,920,469.80 €
                                              (3.00 F)       (25,194,912 F)       (12,597,456 F)
    2001              9,331,449                0.54 €       5,038,982.46 €       2,519,491.23 €

 * creation in December 2000 of 933,145 shares in remuneration of the contribution of the
   ALLIANCE UNICHEM Group. As these shares are eligible for dividends as of January 1,
   2001, the dividend was paid on the basis of the 8,398,304 old shares.




THIRD RESOLUTION

The General Meeting, after having heard the reports from the Auditors concerning the consolidated financial state-
ments as of December 31, 2002, approves said financial statements and the operations contained in them or sum-
marized in the report concerning the management of the group.

                                                                                                                     97
     FOURTH RESOLUTION

     The General Meeting, after having heard the special report from the Auditors concerning the agreements coming
     under articles L. 225-38 and following of the Code of Commerce, approved the findings of said report and the agree-
     ments mentioned therein.


     FIFTH RESOLUTION

     The General Meeting decides to charge to an unavailable account called “Reserves for own shares” the sum of
     3,435,368.70 € withdrawn from the “other reserves” account, corresponding to the total amount, as of December
     31, 2002, of the company’s purchases of its own shares during fiscal 2002.


     SIXTH RESOLUTION

     The General Meeting sets the amount of directors’ fees to be distributed among the directors for the fiscal year in
     progress at 31,000 €.


     SEVENTH RESOLUTION

     The General Meeting ratifies the decision made by the Board of Directors during its meeting of August 13, 2002, to
     transfer the corporate headquarters from BOULOGNE (92100), 110 to 116, rue d'Aguesseau, to BOULOGNE (92100),
     127 to 137, rue d'Aguesseau.
     Consequently, it also approves the amendment of the bylaws made by said board in order to proceed with the legal
     formalities


     EIGHTH RESOLUTION

     The General Meeting, having examined the report from the Board of Directors, authorizes the Board of Directors, in
     accordance with the provisions of article L. 225-209 of the code of commerce, to buy shares of the company.

     The purchases or sales of shares may be accomplished at any time, in accordance with the regulations in force, and
     by any means, including through the use of financial derivative instruments.

     The maximum unit purchase price is set at 90 €, and the minimum unit sale price at 60 €.

     In case of a capital increase through the incorporation of reserves and allotment of bonus shares, as well as in case
     of a division or consolidation of the shares, the prices indicated will be adjusted by a multiplier equal to the ratio bet-
     ween the number of shares making up the capital before the operation and this number after the operation.

     The General Meeting decides that the number of shares that may be bought pursuant to this resolution, taking into
     account the shares already acquired and the 10% maximum legal limit of the capital, may not exceed 873,834 sha-
     res, which, at the maximum fixed purchase price, may not exceed 78,645,060 €.

     This authorization is intended to allow the accomplishment of the following operations:

     • optimize the company’s assets and financial management,
     • regularize the market price of the shares of the company by leaning against the wind,
     • proceed with purchases and sales based on market situations,
     • grant stock options to employees of the company and/or of its group,
     • allot shares to company employees as a means of sharing in the fruits of the company’s expansion, as part of a
       corporate savings plan or as part of any other employee savings plan,
     • remit shares as payment or as a swap, particularly as part of external growth operations,


98
• remit the shares when rights attached to securities giving a right to redemption, conversion, exchange, presenta-
  tion of a warrant or in any other manner to the allotment of existing shares of the company are exercised.

The shares thus acquired may be kept, sold or transferred by all means.

This authorization cancels and replaces the authorization given by the combined ordinary and extraordinary gene-
ral meeting of April 23, 2002, and will expire at the end of an 18-month period, which will end on September 22,
2004.

All powers are given to the board of directors, with the right of delegation, to ensure that this authorization is exe-
cuted.


NINTH RESOLUTION

The General Meeting gives all powers to the bearer of an original, a copy or an excerpt of the minutes of this mee-
ting to accomplish all formalities necessary.




                                                                                                                          99
100
                                                                          CE10/828




Société Anonyme, capital: € 8 891 004,61
Head office: 127 à 137, rue d’Aguesseau, 92100 Boulogne
R.C.S Nanterre: 350 422 622 - Code NAF : 723 Z
Telephone: + 33 (0)1 49 09 22 00
Fax: + 33 (0)1 46 03 45 95
E-mail: communication@cegedim.fr


http://www.cegedim.com


Legal documents relating to Cegedim may be consulted at the head office

				
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