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Reference Document Reference Document Year 2006 Lagardère SCA A French limited partnership with shares with share capital of €870,416,509.10 divided into 142,691,231 shares of €6.10 par value each. Head offi ce: 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 Year 2006 Reference Document 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 3 April 2007 in accordance with article 212-13 of the AMF Règlement Général. It may be used in connection with a fi nancial transaction if completed by an Information notice approved by the AMF. Reference Document Year 2006 Contents This English language version of Lagardère’s Reference Document is a translation of the original Document de Référence deposited with the Autorité des Marchés Financiers. It is intended for general information only and is not a binding document. Persons responsible for the Reference Document Chapter 1 and persons responsible for the audit of the fi nancial Page 4 statements Chapter 2 Consolidated key fi gures Page 8 Chapter 3 Risks factors Page 12 Chapter 4 General description of Lagardère SCA Page 22 Information on the business activities Chapter 5 Page 30 of the Company and the Group Chapter 6 Net assets – Financial position – Results Page 146 Organisation of the Company and the Group – Chapter 7 Page 294 Corporate Governance Chapter 8 Other information on the Company Page 340 Chapter 9 Recent developments and outlook Page 362 Chapter 10 Documents available to the public Page 368 Cross-reference index between the Reference Document Chapter 11 Page 370 and the schedule established by European legislation Lagardère Reference Document 2006 ChapitreChapter 1 Persons responsible for the Reference Document and persons responsible for the audit of the fi nancial statements 4 Chapter 1 Persons responsible for the Reference Document and persons responsible for the audit of the fi nancial statements Chapter 1 Persons responsible for the Reference Document and persons responsible for the audit of the fi nancial statements 1 - 1 Persons responsible for the information contained in the Reference Document . 6 Managing Partners . 6 1 - 2 Certifi cation by the persons responsible . 6 Certifi cation of the Managing Partners . 6 1 - 3 Names and addresses of the Auditors . 7 Lagardère Reference Document 2006 5 Lagardère Reference Document 2006 1 - 1 Persons responsible for the information contained in the Reference Document Managing Partners • Mr. Arnaud Lagardère, Managing Partner (Gérant) • Arjil Commanditée-Arco, General and Managing Partner (Associée Commanditée-Gérante) represented by: – Mr. Arnaud Lagardère, Chairman and Chief Executive Offi cer – Mr. Philippe Camus, Deputy Chairman and Chief Operating Offi cer – Mr. Pierre Leroy, Director and Chief Operating Offi cer 1 - 2 Certifi cation by the persons responsible Certifi cation of the Managing Partners We certify, after taking all reasonable measures to this effect, that to the best of our knowledge, the information set out in this Reference Document is accurate and contains no omissions which could impair its meaning. We have obtained from the Auditors a letter issued upon completion of their engagement, in which they state that they have verifi ed the information concerning the fi nancial position and fi nancial statements presented in this Reference Document and that they have read the entire Reference Document. Paris, 2 April 2007 Arnaud Lagardère For ARCO: Arnaud Lagardère - Philippe Camus - Pierre Leroy 6 Chapter 1 Persons responsible for the Reference Document and persons responsible for the audit of the fi nancial statements Chapter 1 Persons responsible for the Reference Document and persons responsible for the audit of the fi nancial statements 1 - 3 Names and addresses of the Auditors End of current First appointed period of offi ce Auditors Ernst & Young et Autres(*) represented by Mr. Jean-François Ginies 41, Rue Ybry 92576 Neuilly-sur-Seine Cedex, France 29 June 1987 2011 Mazars & Guérard represented by Mr. Jacques Kamienny 61, Rue Henri-Regnault 92075 La Défense Cedex, France 20 June 1996 2008 Alternate Auditors Mr. Gilles Puissochet 41, Rue Ybry 92576 Neuilly-sur-Seine Cedex, France 10 May 2005 2011 Mr. Michel Rosse 61, Rue Henri-Regnault 92075 La Défense Cedex, France 20 June 1996 2008 (*) New name of the audit fi rm Barbier Frinault & Autres. Lagardère Reference Document 2006 7 Lagardère Reference Document 2006 ChapterChapitre 2 6 Consolidated key fi gures for 2006 8 Chapter 2 Consolidated key fi gures for 2006 Chapter 2 Consolidated key fi gures for 2006 2 - 1 Consolidated key fi gures . 10 2 - 2 Per share data . 10 Lagardère Reference Document 2006 9 Lagardère Reference Document 2006 2 - 1 Consolidated key fi gures 2006 2005 Lagardère Lagardère Media Total Media Total and Other Lagardère and Other Lagardère (in millions of euros) Activities EADS Group Activities EADS Group Net sales 8,092 5,907 13,999 7,901 5,112 13,013 Recurring operating profi t before associates 539 39 578 504 392 896 Non-recurring items (40) (31) (71) (67) (3) (70) Income from associates 68 23 91 63 31 94 Profi t before fi nance costs and tax 567 31 598 500 420 920 Finance costs, net (174) (18) (192) (53) (23) (76) Income tax (expense) gain (97) 12 (85) (16) (126) (142) Profi t for the year 296 25 321 431 271 702 Profi t attributable to minority interests (28) (2) (30) (27) (5) (32) Profi t attributable to equity holders of the parent 268 23 291 404 266 670 2 - 2 Per share data 2006 2005 (in euros) Basic Diluted(1) Basic Diluted(1) Consolidated profi t attributable to holders of the parent, per share 2.13 2.09 4.88 4.74 Equity attributable to holders of the parent, per share 34.47 34.63 31.45 33.72 Cash fl ow from operations before change in working capital, per share 9.58 9.42 9.52 9.23 Market price at 31 December 61 65 Dividend 1,20(2) 1,10 (1) Including the effect of dilutive stock options exercised by employees.. (2) Dividend to be approved by the General Meeting of Shareholders on 27 April 2007. 10 Chapter 2 Consolidated key fi gures for 2006 Chapter 2 Consolidated key fi gures for 2006 This page intentionally left blank. Lagardère Reference Document 2006 11 Lagardère Reference Document 2006 Chapter 3 Risk factors 12 Chapter 3 Risk factors Chapter 3 Risk factors 3 - 1 Market risks . 14 3-1-1 Credit risk . 14 3-1-2 Risks arising from early repayment clauses included in certain contracts . 14 3-1-3 Interest rate risk . 15 3-1-4 Exchange rate risk . 15 3-1-5 Equity risk . 15 3 - 2 Legal risks . 16 3-2-1 Special regulations applying to the Group . 16 3-2-2 Risks associated with brands and other intellectual property rights . 17 3-2-3 Dependency of the Company on certain contracts – Major customers . 17 3-2-4 Risks associated with pending litigation . 17 3-2-5 Exposure to governmental, economic, budgetary, monetary or political factors or strategies with a potentially signifi cant infl uence on the Group’s operations . 17 3 - 3 Industrial and environmental risks . .17 3-3-1 Identifi ed risks . 18 3-3-2 Prevention policy . 18 3-3-3 Assessment of risk impact . 18 3 - 4 Insurance policies – Risk coverage . .18 3-4-1 Insurance policies . 19 3-4-2 Risk coverage . 19 Lagardère Reference Document 2006 13 Lagardère Reference Document 2006 Like any corporation, Lagardère is exposed to a variety of risks in the normal course of its business, including: – changes in major economic factors such as the price of paper or the advertising market environment; – changes in the laws and regulations governing the Group’s business activities, and damage to property, intellectual property rights and brand names owned by the Group or third parties; – market and credit risks; – harm to people or the environment; – unforeseen losses of revenue, and civil liability resulting from the Group’s products and activities. Very special attention is paid to the management of these risks, both at the level of operating entities and at corporate level where the Group’s risk management activities are reviewed centrally. In particular, Lagardère SCA and its divisions continue mapping their general risks, in order to rank the main risks to which the Group could consider itself exposed by seriousness, possibility of occurrence and degree of controllability. Note: Since the contribution of Matra Hautes Technologies to Aerospatiale Matra (1999) and the creation of EADS NV (2000), the management of risks.
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