DOCREF03a -part 0 26/04/04 19:41 Page 1 Lagardère SCA A French limited partnership with shares with capital stock of € 851,664,913.90 divided into 139,617,199 shares of € 6.10 par value each. Head office: 4, rue de Presbourg - 75016 Paris (France) Telephone: +33 (0) 1.40.69.16.00 Commercial Register: 320 366 446 RCS Paris Website: http://www.lagardere.com Reference Document Year 2003 The original version of this Reference Document (Document de Référence) in French was deposited with the French Financial Market Authority (Autorité des Marchés Financiers - AMF) on April 7, 2004 in accordance with regulation n° 98-01. It may be used in connection with a financial transaction if completed by an Information notice approved by the AMF. This English version of Lagardère’s Reference Document has been prepared for the convenience of English language readers. It is a translation of the original Document de Référence deposited with the Autorité des Marchés Financiers. It is intended for general information only and should not be considered as completely accurate owing to the unavailability of English equivalents for certain French legal terms. DOCREF03a -part 0 26/04/04 19:41 Page 2 2003 Contents 2/ Reference Document 2003 DOCREF03a -part 0 26/04/04 19:41 Page 3 Reference document 2003 Persons responsible for the reference document 1 and persons responsible for the audit of the financial statements 4 2 Issue and official listing of equity securities 9 3 Description of Lagardère and its capital stock 10 4 Information on Lagardère’s operations 30 5 Net assets - Financial position - Results 78 6 Corporate Governance 150 7 Recent events and outlook for the future 186 3/ Lagardère DOCREF03a -part1&2 26/04/04 20:07 Page 4 Part 1 Persons responsible 1 for the reference document and persons responsible for the audit of the financial statements DOCREF03a -part1&2 26/04/04 20:07 Page 5 Reference document 2003 1_1 Persons responsible for the Reference Document 6 1_2 Certification of the Managing Partners 6 1_3 Names and addresses of the Auditors 6 1_4 Information policy 8 5 / Lagardère DOCREF03a -part1&2 26/04/04 20:07 Page 6 1_1 Persons responsible for the Reference Document Mr. Arnaud Lagardère, Managing Partner (Gérant) Arjil Commanditée-ARCO, General and Managing Partner (Associée Commanditée-Gérante) 1 represented by: Mr. Arnaud Lagardère, Chairman and Chief Executive Officer Mr. Philippe Camus, Deputy Chairman and Chief Operating Officer Mr. Pierre Leroy, Director and Chief Operating Officer 1_2 Certification of the Managing Partners "To the best of our knowledge, the information set out in this Reference Document is true and includes all the information needed by investors to base their opinion on Lagardère's assets and liabilities, business, financial position, results and prospects; there are no omissions which could impair its meaning". Arnaud Lagardère For ARCO: Arnaud Lagardère - Philippe Camus - Pierre Leroy 1_3 Names and addresses of the Auditors First End of current appointed period of office AUDITORS Barbier Frinault & Autres June 29, 1987 2005 represented by Mr. Jean-François Ginies 41, rue Ybry – 92576 Neuilly-sur-Seine Cedex, France Mr. Alain Ghez September 24, 1980 2005 37, rue des Acacias – 75017 Paris, France Mazars & Guérard June 20, 1996 2008 represented by Mr. Jacques Kamienny Le Vinci – 4, allée de l'Arche – 92075 La Défense Cedex, France ALTERNATE AUDITORS Mr. Alain Grosmann June 6, 1989 2005 41, rue Ybry – 92576 Neuilly sur Seine Cedex, France Mr. Charles-Éric Ravisse June 29, 1993 2005 19, rue de Milan – 75009 Paris, France Mr. Michel Rosse June 20, 1996 2008 Le Vinci – 4, allée de l'Arche – 92075 La Défense Cedex, France 6 / Reference Document 2003 DOCREF03a -part1&2 26/04/04 20:07 Page 7 Persons responsible for the reference document Reference document 2003 and persons responsible for the audit of the financial statements STATUTORY AUDITORS' STATEMENT (translated from the original in French) “In our capacity as statutory auditors of Lagardère S.C.A. and in accordance with regulation COB 98-01, we have verified that the financial information contained in this Reference Document relating to the audited financial statements for the year ended December 31, 2003 (“the financial statements”) has been properly derived from these financial statements. This Reference Document has been prepared under the responsibility of the managing partners. Our responsibility is to report on the fairness of the financial and accounting infor- mation included in this Reference Document with respect to the financial position and the financial statements of Lagardère S.C.A. Our procedures, which were performed in accordance with French professional standards, consisted in assessing the fairness of the information about the financial position and the financial statements, and verifying that this information agrees with the financial state- ments audited by us. These procedures also included reading the other data contained in this Reference Document in order to identify any material inconsistencies with the information about the financial position and the financial statements, and reporting any incorrect infor- mation that came to our attention, based on our overall knowledge of the Company derived from our assignment. Provisional data presented correspond to objectives set by management, not to individual prospective data prepared according to a specific process. We have also audited the annual accounts and the consolidated financial statements prepared by the managing partners of Lagardère S.C.A. for the years 2003, 2002 and 2001. Our audits were performed in accordance with French professional standards, and we have expressed unqualified audit opinions on such annual accounts and consolidated financial statements. In accordance with the provisions of article L. 225-235 of the Commercial Code, introduced by the French financial security law of August 1, 2003 and applicable for the first time in 2003, we have made the following observations in our audit reports on the annual accounts and consolidated financial statements for the year ended December 31, 2003: Relating to the annual accounts Based on the assessments performed to enable us to issue an opinion on the annual accounts as a whole, principally concerning the accounting policies and significant estimates used in preparing the accounts, and their overall presentation, we have no particular comment to make. Relating to the consolidated financial statements As indicated in note 9 – Marketable securities of the Notes to the consolidated financial statements (in English), T-Online shares are recorded at a net book value of € 7.50 per share, based on the average stock price of the share in December 2003, € 10.29, less: • an adjustment resulting from a comparison with other comparable listed companies, taking account of the historically high volatility of the shares; • a discount reflecting the low liquidity of the Group's investment in this company. We verified the application and reasonableness of the accounting treatment used by the Group. As indicated in note C – 7 of the Notes to the consolidated financial statements (in English), Lagardère Group conducts impairment tests on the intangible assets of its Media business segment, based on future cash flows expected from these assets. We have read the information and assumptions used by management to prepare these valuations, particularly those used for the purpose of determining the fair value of these assets to the Group and comparing it to their book value. Fair value was determined princi- 7 / Lagardère DOCREF03a -part1&2 26/04/04 20:07 Page 8 pally on the basis of future cash flow forecasts prepared by the Group. We have reviewed the reasonableness of these valuations. Our observations were part of our audit of the consolidated financial statements taken as a whole and thus contributed to the expression of an unqualified opinion on these financial statements. Based on the procedures described above, we have nothing to report concerning the fairness of the information contained in this Reference Document relating to the financial position and the financial statements”. The Statutory Auditors April 5, 2004 Barbier Frinault & Autres Mazars & Guérard Jean-François Ginies Alain Ghez Jacques Kamienny Note: Included in this Reference Document is a report prepared at the request of Lagardère's managing partners on the Report of the Supervisory Board on internal controls. 1_4 Information policy Alain Lemarchand, Executive Vice President, Financial Communication and Investors Relations Frédéric Subra, Executive Vice President, General Secretary Affairs • Lagardère shareholders and public information department is situated at: 121, avenue de Malakoff - 75116 Paris, France - Telephone: +33 (0) 1 40 69 20 73 E-mail: [email protected] • Copies of this Reference Document and of the managing partners' and Supervisory Board reports are sent to shareholders on request. • Shareholders receive an abridged copy of the annual report, as well as interim reports and financial statements twice a year and a newsletter three times a year. • Conferences for individual shareholders are held in various cities. • In 2003, five meetings were organized in Bordeaux, Brussels, Saint-Etienne, Toulouse and Lille. • In 2003, several trips were made abroad to provide information about Lagardère to approximately 150 financial institutions in North America (Boston, Chicago, Denver, Fort Lauderdale, Montreal, New-York, San Diego and San Francisco), in Europe (Dublin, Edimbourg, Francfort, Geneva, Helsinki, London, Luxembourg, Madrid, Monaco and Stockholm) and in Asia (Singapore and Tokyo). In France, the Group organized two conferences for analysts and investors, and attended five other conferences organized by banks. Private meetings were also arranged for approximately 200 investors, analysts and fund managers. • Information on the Group is available on the Internet at www.lagardere.com. The surfer will find the latest “products and services” news from Lagardère Media in the fields of digital technology, books, press publishing and distribution. Institutional headings (key figures, databases, etc.) are also available.