REFERENCE DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2011 Lagardère SCA French partnership limited by shares (société en commandite par actions) with share capital of €799,913,044.60, divided into 131,133,286 shares with a par value of €6.10. Registered office: 4 rue de Presbourg - Paris 16th (75) - France Telephone: + 33 (1) 40 69 16 00 Registered with the Paris Trade and Companies Registry under number 320 366 446 Corporate website: http://www.lagardere.com Reference Document including the Annual Financial Report 2011 The original version of this Reference Document (Document de référence) in French was filed with the French financial markets authority (Autorité des Marchés Financiers – AMF) on 3 April 2012 in accordance with article 212-13 of the AMF's General Regulations. It may be used in connection with a financial transaction if completed by an information notice approved by the AMF. This document has been prepared by the Company under the responsibility of the persons who signed the French original Document de référence. The Annual Financial Report prepared in accordance with article L. 451-1-2 of the French Monetary and Financial Code (Code Monétaire et Financier) and article 222-3 of the General Regulations of the French financial markets authority (Autorité des Marchés Financiers – AMF) comprises the information, documents and reports listed below, presented in the chapters and pages indicated in the accompanying Reference Document. Statement by the persons responsible for the information (Statement by the persons responsible for the Annual Financial Report and Reference Document) Chapter 1 6 Parent Company financial statements for 2011 Chapter 6.5 200 Consolidated financial statements for 2011 Chapter 6.3 113 Management report Business activities of the Company and the Group Chapter 5 32 Chapter 8.3 291 Chapter 9 294 Results and financial position Chapter 6.1 104 Chapter 6.2 106 Chapter 6.4 198 Main risks Chapter 3 14 Organisation of the Company and the Group – Corporate governance Chapter 7 218 Information on the share capital, major shareholders, share buyback programmes and principal provisions of the articles of association Chapter 8.1 278 Chapter 8.2 284 Statutory Auditors’ report on the Parent Company financial statements Chapter 6.6 214 Statutory Auditors’ report on the consolidated financial statements Chapter 6.7 215 REFERENCE DOCUMENT 2011 Chapter 1 Persons responsible for the Reference Document and Statutory Auditors 6 Chapter 2 Consolidated key figures for 2011 10 Chapter 3 Risk factors 14 Chapter 4 General information about Lagardère SCA 24 Chapter 5 Information on the business activities of the Company and the Group 32 Chapter 6 Net assets – Financial position – Results 102 Chapter 7 Organisation of the Company and the Group – Corporate governance 218 Chapter 8 Other information on Lagardère SCA: share capital, principal provisions of the Company’s articles of association, major contracts, real estate property 276 Chapter 9 Recent developments and outlook 294 Chapter 10 Documents on display 298 Chapter 11 Cross-reference table for the Reference Document and the schedule established by European regulations 302 This English language version of Lagardère’s Reference Document is a translation of the original Document de référence filed with the Autorité des Marchés Financiers. It is intended for general information only and is not a binding document. CHAPTER 1 Persons responsible for the Reference Document and Statutory Auditors CHAPTER 1 CHAPTER 2 CHAPTER 3CHAPTER 4 CHAPTER 5 CHAPTER 6 6 06 09 10 13 14 23 24 31 32 101 102 1.1 Persons responsible for the information contained in the Reference Document 8 Managing Partners 8 1.2 Declaration by the persons responsible for the Reference Document 8 Declaration by the Managing Partners 8 1.3 Details of the Statutory Auditors 9 CHAPTER 7 CHAPTER 8 CHAPTER 9 CHAPTER 10 CHAPTER 11 217 218 275 276 293 294 297 298 301 302 307 7 Lagardère - Reference Document 2011 1.1 PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE REFERENCE DOCUMENT MANAGING PARTNERS Arnaud Lagardère Arjil Commanditée-Arco, represented by: − Arnaud Lagardère, Chairman and Chief Executive Officer, − Philippe Camus, Deputy Chairman and Chief Operating Officer, − Pierre Leroy, Deputy Chairman and Chief Operating Officer, − Dominique D’Hinnin, Chief Operating Officer, − Thierry Funck-Brentano, Chief Operating Officer. 1.2 DECLARATION BY THE PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT DECLARATION BY THE MANAGING PARTNERS “We hereby declare, having taken all reasonable care to ensure that such is the case, that the information set out in this Reference Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. We further declare that to the best of our knowledge, the financial statements have been prepared in compliance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all the entities included in the consolidation, and that the accompanying management report (Chapter 3, pages 14 to 23; Chapter 4, pages 24 to 31; Chapter 5, pages 32 to 101; Chapter 6-6.1, pages 104 to 105; Chapter 6-6.2, pages 106 to 112; Chapter 7, pages 218 to 275; Chapter 8, pages 276 to 293; Chapter 9, pages 294 to 297) provides a fair view of the business, results of operations and financial position of the Company and all the entities included in the consolidation, together with a description of the main risks and uncertainties to which they are exposed. We have obtained a letter from the Statutory Auditors issued upon completion of their engagement, confirming that they have read the Reference Document in its entirety and verified the information contained therein relating to the Group’s financial position and the financial statements. The historical financial information presented in this document is covered by the Statutory Auditors’ reports which can be found on pages 214 to 216 of this Reference Document, and the information included by reference for 2009 and 2010 is covered by the Statutory Auditors’ reports contained in pages 210 to 212 of the 2009 Reference Document and pages 212 to 214 of the 2010 Reference Document.” The Statutory Auditors’ report on the consolidated financial statements for the year ended 31 December 2009 does not contain any observations. The Statutory Auditors’ report on the consolidated financial statements for the year ended 31 December 2010 contains two observations: one concerning note 1 to the consolidated financial statements describing the new standards and interpretations applied from 1 January 2010; the other concerning note 19 to the consolidated financial statements, which presents the accounting treatment applied at 31 December 2010 for the investment in Canal+ France. The Statutory Auditors’ report on the consolidated financial statements for the year ended 31 December 2011 contains two observations: one concerning note 10 to the consolidated financial statements with respect to impairment losses on goodwill and intangible assets, relating in particular to Lagardère Unlimited; the other concerning note 19 to the consolidated financial statements, which presents the accounting treatment applied at 31 December 2011 for the investment in Canal+ France. Paris, 2 April 2012 Arnaud Lagardère For Arjil Commanditée-Arco Arnaud Lagardère Pierre Leroy CHAPTER 1 CHAPTER 2 CHAPTER 3CHAPTER 4 CHAPTER 5 CHAPTER 6 8 06 09 10 13 14 23 24 31 32 101 102 Chapter 1 - Persons responsible for the Reference Document and persons responsible for the audit of the financial statements 1.3 DETAILS OF THE STATUTORY AUDITORS First appointed End of current term of office Principal Statutory Auditors Ernst & Young et Autres represented by Jeanne Boillet Tour First 1, place des Saisons 92037 Paris-La-Défense, France Member of the Versailles Regional Institute 29 June 1987 2017 Mazars represented by Bruno Balaire 61, rue Henri Regnault 92400 Courbevoie, France Member of the Versailles Regional Institute 20 June 1996 2014 Substitute Statutory Auditors Auditex Tour First 1, place des Saisons 92037 Paris-La-Défense, France 10 May 2011 2017 Patrick de Cambourg 61, rue Henri Regnault 92400 Courbevoie, France 29 April 2008 2014 CHAPTER 7 CHAPTER 8 CHAPTER 9 CHAPTER 10 CHAPTER 11 217 218 275 276 293 294 297 298 301 302 307 9 CHAPTER 2 Consolidated key figures for 2011 CHAPTER 1 CHAPTER 2 CHAPTER 3CHAPTER 4 CHAPTER 5 CHAPTER 6 10 06 09 10 13 14 2324 31 32 101 102 2.1 Consolidated key figures 12 2.2 Per share data 13 CHAPTER 7 CHAPTER 8 CHAPTER 9 CHAPTER 10 CHAPTER 11 217 218 275 276 293 294 297 298 301 302 307 11 Lagardère - Reference Document 2011 2.1 CONSOLIDATED KEY FIGURES (in millions of euros) 2011 2010 2009 Net sales 7,657 7, 9 66 7, 8 9 2 Recurring operating profit before associates(1) 402 462 461 Non-recurring items (1,003) (184) (121) Income from associates (2) 112 65 29 Profit (loss) before finance costs and tax (489) 343 369 Finance costs, net (95) (82) (82) Income tax expense (105) (67) (123) Profit (loss) for the year (689) 194 164 o/w attributable to minority interests 18 31 27 o/w attributable to owners of the parent (707) 163 137 Total equity 3,024 4,018 4,082 Net debt 1,269 1,772 1,824 Goodwill 1,837 2,583 2,810 Cash used in investing activities 352 310 303 (1) Recurring operating profit before associates, described in note 3.3 to the consolidated financial statements, corresponds to profit (loss) before finance costs and tax excluding