FINAL PROSPECTUS SUPPLEMENT

PUBLIC OFFERING

IN CONNECTION WITH A CAPITAL INCREASE

THROUGH THE ISSUE OF SHARES

WITH WARRANTS

The legal notice was published in the Bulletin des Annonces légales obligatoires on 12 June 2000.

The Final Prospectus comprises:

-      The Reference Document filed with the Commission des Opérations de Bourse under registration no. R.00-261 ;

-      The French original of this Final Prospectus Supplement.

Copies of the Final Prospectus are available from the banks responsible for processing share applications or from the company’s head office (99, rue de l'Abbé Groult, 75 739 Paris Cedex 15).

             SG INVESTMENT BANKING                                    UBS WARBURG

NATEXIS CAPITAL

IPSOS

DESCRIPTION OF THE SHARES WITH WARRANTS

(‘ABSAs’)

1.1       PERSONS RESPONSIBLE FOR THE PRELIMINARY PROSPECTUS

Mr Didier Truchot and Mr Jean-Marc Lech, Co-chairmen of Ipsos.

1.2       DECLARATION BY PERSONS RESPONSIBLE FOR THE FINAL PROSPECTUS

“To the best of our knowledge, the information given in this final prospectus is in accordance with the facts: it contains all the information required by investors to reach a judgement on the assets and liabilities, activities, financial position, results and prospects of the issuer, as well as the rights associated with the shares offered. There are no omissions likely to affect the import of the final prospectus.”

Co-chairmen

Mr Didier Truchot and Mr Jean-Marc Lech.

1.3       AUDITORS

1.4       DECLARATION BY THE AUDITORS

As auditors of Ipsos, we have verified the financial and accounting information contained in the present final prospectus.

The company’s Joint Chairmen are responsible for the preparation of this final prospectus. Our responsibility is to express an opinion on the financial and accounting information contained in this document.

Historical financial and accounting information

We audited the parent company and consolidated accounts for the years ended 31 December 1999 and 31 December 1998, as prepared by the Board of Directors. Based on our audit, which was conducted in accordance with auditing standards, we issued unqualified opinions on these accounts with no emphasis of matter.

Auditing standards require the auditor to perform such tests and procedures as give reasonable assurance that the accounts are free from material misstatement.

We have checked the reproduction of these parent company and consolidated accounts in the present final prospectus and have no observation to make in this respect.

Prospective financial information

Our review of the prospective financial information of the present final prospectus did not include an assessment of the company’s targets or the reasonableness of the company’s assumptions, and was limited to ensuring that this financial information was derived from estimates prepared internally by the company on the basis of the assumptions mentioned in the final prospectus. Based on our review, we have no observations to make in this respect.

Other historical financial and accounting information

Our review of the other historical and financial information contained in the final prospectus involved verifying the sincerity of the information, and, where appropriate, ensuring its consistency with the parent company and consolidated accounts.

Based on our review, we have no observations to make on this other historical financial information.

The Auditors: 

1.5       INFORMATION POLICY

Person responsible for providing information

Name:         Mrs Laurence Stoclet,

Finance Director

99, rue de l'Abbé Groult

75739 Paris Cedex 15

Telephone: +33-1 53 68 19 45

2.1         AUTHORIZATIONS BY THE GENERAL SHAREHOLDERS’ MEETING AND DECISION BY THE BOARD OF DIRECTORS

2.1.1      Authorisations by the General Shareholders’ Meeting

The Extraordinary General Shareholders’ Meeting held by Ipsos on 24 May 2000:

-      authorised the Board of Directors to carry out one or more capital increases by issuing securities, without preferential subscription rights, giving immediate or future access to a proportion of the company’s share capital;

-      set a maximum limit of FRF 10 million for the total nominal amount of share capital to be raised by issuing these securities without preferential subscription rights;

-      greed that the above securities may either be issued in euros or in another currency, subject to the maximum authorised limit in euros, or its equivalent value in another currency on the issue date;

-      authorised the Board of Directors to finalise the duration and terms of a priority subscription period reserved for existing shareholders. During this period, current shareholders will be entitled to subscribe to these newly issued securities in proportion to their existing holdings in the company. This subscription right will not be transferable or negotiable;

-      confirmed that, as a result of this decision, shareholders will automatically give up their preferential subscription rights to any other shares in the company’s capital to which they are entitled through the above-mentioned securities, which have themselves been issued without preferential subscription rights;

-      authorised the Board of Directors to carry out these capital increases within a period of twenty-six months from the date of the above-mentioned General Shareholders’ Meeting, with the option to sub-delegate full authority for these transactions to the Chairmen.

2.1.2      Decision by the Board of Directors and the Chairman

During the Board Meeting held on 24 May 2000, and in accordance with the authorisation described in 2.1.1 above, the Ipsos Board of Directors authorised the Chairman of the Board to carry out a capital increase amounting to a maximum of 110 (one hundred and ten) million euros, including the issue premium, through a public offering of ordinary shares. These shares may be accompanied by warrants (‘BSAs’), but will not carry any preferential subscription rights, although a priority subscription period will be reserved for existing shareholders.

As a result, on 8 June 2000, the Chairman decided to proceed with a capital increase involving the issue of Shares with Warrants (‘ABSAs’) without preferential subscription rights, but with a priority subscription period, in accordance with the terms and conditions outlined below.

2.2         INFORMATION ABOUT THE ISSUE OF SHARES WITH WARRANTS (‘ABSAs’)

2.2.1      Amount of the issue

The issue amounts to 99,999,900 euros, represented by 854,700 Shares with Warrants.

However, to meet additional demand during the placing period, the amount of the issue may be increased to 109,999,890 euros, provided that Ipsos receives notification from the underwriting syndicate by the settlement date.

The newly created shares will qualify for dividends as from 1 January 2000. They will account for 14.04 % of the capital and 10.50 % of the company’s current voting rights and 19.67 % of the capital and 14.97 % of the company’s current voting rights if all the Share Warrants are exercised.

If the amount of the issue is increased, the new shares will also qualify for dividends as from 1 January 2000, and will account for around 15.23 % of the company’s current share capital and 11.43 % of its current voting rights, or 21.22 % of the company’s current share capital and 16.22 % of its voting rights if all the Share Warrants are exercised.

2.2.2      Structure of the issue

2.2.2.1   Share placing

The Shares with Warrants will be part of a global offering in the following countries:

-      France: to institutional and private investors.

-      Rest of world excluding France and the US: subject to the specific regulations of each country where the placing will occur.

No tranches have been reserved for specific markets.

2.2.2.2 Placing restrictions

Distribution of the prospectus and the sale of the Ipsos Shares with Warrants may be subject to specific regulations in some countries. All recipients of this document should obtain information on any local restrictions that apply to them and comply with those restrictions.

Société Générale, UBS Warburg and Natexis Capital undertake to comply with the laws and regulations in force in the countries where the shares will be offered and, in particular, the following placing restrictions.

Distribution and offering restrictions in the US

The Shares with Warrants, and any shares resulting from the exercise of these warrants, have not been and will not be registered under the Securities Act of 1933 of the United States of America (as amended) (the “Securities Act”), and, subject to certain exemptions, neither the new shares nor the warrants may be offered, sold, exercised or delivered in the United States of America by the underwriters.

The Shares with Warrants will be offered and sold outside the United States of America in accordance with Regulation S under the Securities Act (“Regulation S”).

By accepting this prospectus and the delivery of the shares and warrants, each applicant for the Shares with Warrants will be required to certify that he is not a “US person” nor a resident of the United States of America at the time the Shares with Warrants are purchased.

The terms in this section (2.2.2.2) are used within the meaning of Regulation S.

Distribution and offering restrictions in the UK

Each underwriter certifies that:

(a) It has not offered or sold and, prior to the date six months after the issue date, will not offer or sell any shares or warrants to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(b) It has complied with and will comply with all applicable provisions of the Financial Services Act of 1986 with respect to anything done by it in relation to the Shares with Warrants in, from or otherwise involving the United Kingdom; and

(c) It has only issued or passed on, and will only issue or pass on, in the United Kingdom any document received by it in connection with the issue of the Shares with Warrants to a person who is of a kind described in Article II (3) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on.

2.2.3      Preferential subscription rights and priority period

As a result of the General Shareholders’ Meeting of 24 May 2000, shareholders automatically give up their preferential subscription rights to any issue of securities giving access to a proportion of the company’s share capital.

However, 854.700 of the newly issued shares will be reserved for existing shareholders for a priority period between 9 June and 15 June inclusive. This priority does not constitute a negotiable or transferable right.

Under these terms, existing shareholders may subscribe to this issue on the basis of FIVE (5) Shares with Warrants for every THIRTY-THREE (33) existing shares held.

Shareholders who, as of 6 June 2000, own fewer shares than the minimum quantity required for the subscription will be able to subscribe to the number of shares corresponding to the next highest multiple of shares they own. Subscriptions registered in each shareholder’s name will be grouped together to determine the number of priority shares that the corresponding shareholder is entitled to apply for. Prior to allocation, all shares registered in applicants’ accounts will be held by a bank or financial intermediary until the end of the priority period.

2.2.4      Intentions of major shareholders

LT Participations, a shareholder represented on the Ipsos Board of Directors that owned a 42.29% interest in the company on the date this final prospectus was issued, has announced that it intends to exercise its full share entitlement during the priority period for this issue. No other shareholders have been informed in advance of the launch and terms and conditions of this issue.

2.2.5      Subscription period

The public offer period will last from 9 June 2000 through 15 June 2000.

The public offer period will be closed without notice, except in the case of private investors, for whom it will remain open for the entire period mentioned above.

2.2.6      Paying agents, settlement and deposits

Share applications and payments will be accepted by the French offices and branches of the following banks:

-      Société Générale

-      UBS Warburg

-      Natexis Capital

Each share application must be accompanied by a payment covering the full subscription price for each Share with Warrants purchased.

Any applications that are not accompanied by the appropriate payment will be duly cancelled, without any obligation to issue a payment reminder.

Payments made in settlement of the Shares with Warrants to be issued will be deposited with Société Générale.

2.2.7    Subscription price

The subscription price for the Shares with Warrants was set on 8 June 2000 and amounts to 117 euros.

Each application must be accompanied by the full Subscription Price for each Share with Warrants purchased.

·       Comparison of the issue price of the Shares with Warrants with the per-share value of Ipsos’ consolidated shareholders’ equity at 31 December 1999:

The following calculations are based on a subscription price of 117 euros per Share with Warrants and on an exercise price of 140 euros per warrant.