REFERENCE DOCUMENT 2008/09 CONTENTS Profile.......................................................... I Messages from the management team.................... II Highlights of the year........................................ IV Review of business activities............................... VI Football strategy............................................. X New stadium, OL Land project............................. XIV Financial Results.......................................... XVI Shareholder information.................................... XVIII OL Groupe maintains its faith in solidarity............... XX An exemplary sporting model.............................. XXII Financial year 2008/09...................................... 23 This document is an English-language translation of the French "document de référence" filed with the Autorité des Marchés Financiers (AMF) under number R.10-015 on 6 April 2010, in compliance with Article 212-13 of the AMF’s General Regulation. Only the original French version can be used to support a financial transaction, provided it is accompanied by a prospectus (note d’opération) duly certified by the Autorité des Marchés Financiers. The document was produced by the issuer, and the signatories to it are responsible for its contents. It was filed, pursuant to Article L.621-8-1-I of the Monetary and Financial Code, after verification by the AMF "that it was complete and comprehensible and that the information it contained was consistent." Filing of this Reference Document does not imply that the AMF has authenticated the accounting and financial items presented herein. Copies of this annual report may be obtained at the head office of OL Groupe: 350, avenue Jean Jaurès 69361 Lyon Cedex 07, from its website (http://investisseur.olympiquelyonnais.com) or from the website of the Autorité des Marchés Financiers (www.amf-france.org). Information incorporated by reference Pursuant to Article 28 of EC regulation 809-2004, the following information is included by reference in this document: - the Group's consolidated financial statements for the financial year ended 30 June 2008 and the Statutory Auditors' report thereon, which can be found on pages 109-145 of the Reference Document 2007/08 of OL Groupe. - the Group's consolidated financial statements for the financial year ended 30 June 2007 and the Statutory Auditors' report thereon, which can be found on pages 53-83 of the Reference Document 2006/07 of OL Groupe. - an analysis of the financial position and earnings of OL Groupe for the financial year ended 30 June 2009, which can be found on page 107 of the Reference Document 2008/09 of OL Groupe. PROFILE Organised around Olympique Lyonnais, the football club founded in 1950 and headed by Jean- Michel Aulas since 1987, OL Groupe is a leader in the media and entertainment sector in France. Since the Group was created in 1999, it has built an innovative business model combining financial durability and a recurrent revenue stream. It is articulated around five complementary sources of revenue: • Ticketing, • Media rights, • Partnerships and advertising, • Brand-related revenue (derivative products, OL Images, etc.), • Player trading. Owing to its exceptional playing record, OL Groupe is well-known internationally. FINANCIAL HIGHLIGHTS 2008/09 Consolidated figures as of 30 June 2009 Revenue from businesses................... €192.0 million EBITDA......................................... €45.8 million Profit from ordinary activities.............. €7.5 million Net profit (Group share).................... €5.1 million Equity......................................... €167.8 million Net cash...................................... €62.3 million Number of employees......................................252 REFERENCE DOCUMENT OL GROUPE 08/09 /// I MESSAGES FROM THE MANAGEMENT TEAM AMBITIOUS PLANS, NEW CHALLENGES With revenue from businesses of €192 million during the financial year, OL Groupe has confirmed its position as one of the leading French and European clubs. On the playing field, 2008/09 was a year of transition for Olympique Lyonnais. In Ligue 1 play, Olympique Lyonnais finished in the top three for the 11th consecutive year, placing 3rd, and reached the first knockout round of the UEFA Champions League, losing to Barcelona, the eventual winners. The women’s team confirmed its position at the top by winning the French Championship for the 3rd consecutive year, and reaching the semi-final round of the French and European Cups. OL was once again very active in the summer trading window, with the departure of Karim Benzema, a product of the OL Academy, to Real Madrid for €35.3 million, plus €6 million in incentives. This was the 4th largest sum paid during the summer period for the transfer of a European player. Since the end of the 2008/09 financial year, there have been many favourable events for the Group. The club has invested in highly talented players such as Lisandro Lopez, an Argentine international, Michel Bastos, since selected to play on the Brazil national team, Bafétimbi Gomis, selected anew by the France national team in October 2009, and Aly Cissokho, selected by the France national team in November 2009. The 2009/10 team is composed of 28 players, including several from the OL Academy, inaugurated by Bernard Laporte, Secretary of State for Sport, on 6 November 2008. As soon as Claude Puel took over the position of Manager, he started building a "Pro 2" team composed of the best players from the OL Academy. He has given them the training conditions they require, under the direction of specialised coaches such as Bruno Génésio and Sonny Anderson. Essential for positioning OL among the elite, the new stadium project has cleared some important hurdles. OL Groupe can now plan to launch construction in 2011, with delivery in the second half of 2013. Jean-Michel Aulas Jérôme Seydoux Chairman and CEO Vice-Chairman II Following an exceptional 2007/08, results in 2008/09 were achieved in a very difficult economic and financial environment throughout the world. Among the positive items, ticketing revenue rose to €22.4 million, as supporters continued to show their loyalty by attending matches, proceeds from the sale of player registrations remained high at €52.4 million, despite the recession, and partnership-advertising revenue rose to €21.3 million. Media rights revenue totalled €68.1 million, declining primarily because of the club's Ligue 1 finish and because three French clubs took part in the UEFA Champions League compared with two in the previous season. Brand-related revenue of €27.8 million was impacted by lacklustre consumer demand for these product lines and by non-recurrent items totalling €6.6 million, including changes in the scope of consolidation. Profit from ordinary activities of €7.5 million reflected personnel costs of €95.1 million, down €4.9 million from the previous year. The lower total revenue from businesses had an adverse effect on operating profit; the ratio of personnel costs to revenue from businesses stood at 49.6%, vs. 47.3% in the previous year. Net profit was well into positive territory at €5.1 million, strengthening the financial position in a more difficult economic context. In 2009/10, OL Groupe hopes to pursue many projects and meet new challenges, so as to rank once again among the best. Among these are our efforts to diversify our partnerships. In this regard, BetClic became our major shirt sponsor and Adidas will become Olympique Lyonnais' exclusive kit manufacturer starting with the 2010/11 season. Continued development of the OL Land project will be the other major event of the year. As a result of favourable legislation passed during the summer 2009, the project should gather pace. Thierry Sauvage General Manager (non executive officer) "Staying at the highest competitive level is always a difficult challenge to meet. Together with CEO Jean-Michel Aulas and the Board of Directors, we have set European-level targets, and we will have to work hard to achieve them. For this reason, we have refocused the professional squad on 28 players for the 2009/10 season, and created a "Pro 2" team with an increased number of young players who have come up through the OL Academy. There are two objectives to this strategy: nurture young talent and manage the injuries that might befall experienced players in the most optimal manner. Claude Puel Manager REFERENCE DOCUMENT OL GROUPE 08/09 /// III HIGHLIGHTS OF THE YEAR Football performance 2008/09 French Ligue 1 Champions League 3rd place Round of 16 against Barcelona French cup competitions Round of 16 against Lille in the Coupe de France Round of 16 against Metz in the Coupe de la Ligue Women’s team French Division 1 champions 3rd consecutive league title Semi-final European cup against Duisburg Semi-final Challenge de France against Montpellier Amateur (CFA) team Youth team French championship Best Young Team Challenge of professional reserve teams IV AN EXCEPTIONAL PLAYING RECORD Men’s team • 12 consecutive times in European cup play since 1997; • 9 consecutive times in Champions League since 2000. Only 5 European clubs have done this: OL, Real Madrid, Manchester United, Arsenal and PSV Eindhoven; • 6 consecutive times in the Champions League round of 16 since 2003. Only 4 European clubs have done this: OL, Real Madrid, Arsenal and Chelsea; • 4 times in the quarter-final stage of European cup competition in 11 seasons • 11 consecutive top-three finishes in the French Ligue 1; • 6 consecutive Trophée des Champions titles;