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CANADIAN OFFERING MEMORANDUM

6,459,301 New Shares

5,962,432 Bonds Mandatorily Redeemable for New or Existing Shares (“ORANE”)

Club Méditerranée, a société anonyme organized under the laws of France (the “Company”), is offering in a global offering: • 6,459,301 new shares, with a nominal value of €4 per share. The number of new shares being offered could be increased up to a maximum of 6,500,000 shares in the event that all exercisable subscription stock options are exercised on or before May 23, 2009 at 11:59 p.m. (Paris time); and • 5,962,432 ORANE, with a nominal value of €8.55 per ORANE. The number of ORANE being offered could be increased up to a maximum of 6,000,000 ORANE in the event that all exercisable subscription stock options are exercised on or before May 23, 2009 at 11:59 p.m. (Paris time).

The new shares and the ORANE will initially be offered by way of transferable preferential subscription rights (“rights”) issued by the Company to its existing shareholders, through subscriptions by right not subject to reduction (à titre irréductible) and, if available, subscriptions by right subject to reduction (à titre réductible).

Certain existing shareholders of the Company and investors who are not shareholders of the Company have agreed to subscribe for up to 4,894,500 new shares, representing 75.3% of the maximum number of new shares being offered and up to 4,518,000 ORANE, representing 75.3% of the maximum number of ORANE being offered (in each case after giving effect to the maximum number of additional shares and ORANE that may be issued as a result of the exercise of subscription stock options).

Each existing share (and each share that is issued on or before May 23, 2009 in respect of the exercise of any subscription stock option) will entitle its holder to receive one right with respect to the subscription of new shares (a “share right”) and one right with respect to the subscription of the ORANE (an “ORANE right”). • 3 share rights will entitle their holder to subscribe for 1 new share at a subscription price of €7.90 per share; and • 13 ORANE rights will entitle their holder to subscribe for 4 ORANE at a subscription price of €8.55 per ORANE.

All rights that have not been exercised by 5:30 p.m. (Paris time) on May 26, 2009 will lapse.

The global offering consists of a public offering in France as well as a private placement to institutional investors in France and outside of France, including a private placement by the Company to existing shareholders of the Company that are accredited investors (as that term is defined in National Instrument 45-106 Prospectus and Registration Exemptions (or in Québec, Regulation 45-106 respecting Prospectus and Registration Exemptions) (“NI 45-106”)) resident in the Canadian provinces of Ontario or Québec (the “Canadian Jurisdictions”) who sign and return to the Company an accredited investor certificate in the form of Annex C hereto. This Canadian offering memorandum (the “Canadian Offering Memorandum”) has been prepared by us solely for the purposes of the offering to accredited investors resident in the Canadian Jurisdictions (“Canadian Investors”). Such persons cannot and should not rely on any other offering memorandum prepared in connection with this offering.

The Company’s ordinary shares are listed on Euronext Paris under the symbol “CU.” On May 5, 2009 the closing price of the Company’s ordinary shares was €12.98 per share. The new shares and the ORANE are expected to be listed on Euronext Paris on June 8, 2009.

Subscription prices: €7.90 per new share and €8.55 per ORANE

Investing in the securities of the Company involves risks. In making an investment decision, prospective investors, including existing shareholders, should rely on their own analysis of the Company and the contents of this Canadian Offering Memorandum, including information incorporated herein by reference. For a discussion of the risk factors you should consider carefully before subscribing for new shares or for ORANE, see “Risk Factors Relating to the Company and the Operation that May have a Significant Impact on the Securities Offered” on pages A-22 to A-28 of the Note d’Opération as included in English translation in Annex A to this Canadian Offering Memorandum and “4. Risk Factors” on pages B-25 to B-26 of the 2008 Document de Référence as included in English translation in Annex B. Canadian Investors are advised to read carefully this Canadian Offering Memorandum in its entirety including the Annexes hereto and the information incorporated by reference.

The rights, the new shares, the ORANE and the shares to be issued and/or delivered on redemption of the ORANE have not been, and will not be, qualified by prospectus for sale to the public under applicable Canadian securities laws and, accordingly, the rights may not be exercised and the new shares and the ORANE may not be offered or sold within Canada, except within the Canadian Jurisdictions and in transactions exempt from the prospectus requirements of applicable Canadian securities laws. See “Notice to Canadian Investors” and “Offering and Selling Restrictions”.

This Canadian Offering Memorandum has not been submitted to the clearance procedure of the French Autorité des marchés financiers (“AMF”) and may not be used in connection with any offer to the public in France to purchase or sell rights, new shares or ORANE.

Delivery of the new shares and ORANE is expected to be made against payment on or about June 8, 2009.

The date of this Canadian Offering Memorandum is May 6, 2009.

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM ...... 1 NOTICE TO CANADIAN INVESTORS ...... 2 OFFERING AND SELLING RESTRICTIONS ...... 4 TAXATION AND ELIGIBILITY FOR INVESTMENT ...... 6 FINANCIAL INFORMATION ...... 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...... 7 ABOUT THIS CANADIAN OFFERING MEMORANDUM ...... 8 MARKET INFORMATION ...... 9 PLAN OF DISTRIBUTION ...... 10 LEGAL MATTERS ...... 11 INDEPENDENT AUDITORS ...... 11 RIGHTS OF ACTION FOR DAMAGES OR RESCISSION ...... 12 ENFORCEMENT OF LEGAL RIGHTS ...... 14 LANGUAGE OF DOCUMENTS ...... 15 ANNEX A NOTE D’OPÉRATION ...... A-i ANNEX B DOCUMENT DE RÉFÉRENCE ...... B-i ANNEX C FORM OF ACCREDITED INVESTOR CERTIFICATE ...... C-i

IMPORTANT INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM

This Canadian Offering Memorandum is confidential. This Canadian Offering Memorandum has been prepared solely for use in connection with, and Canadian Investors are authorized to use this Canadian Offering Memorandum solely in connection with, a private placement by the Company in Canada exempt from the prospectus requirements of applicable Canadian securities laws to accredited investors (as that term is defined in NI 45-106), and who sign and return to the Company an accredited investor certificate in the form of Annex C hereto. The Company reserves the right to reject any offer to exercise the rights or subscribe to new shares or ORANE, in whole or in part, for any reason or to sell less than the aggregate number of new shares and/or ORANE offered hereby. Canadian Investors may not reproduce or distribute this Canadian Offering Memorandum, in whole or in part, and Canadian Investors may not disclose any of the contents of this Canadian Offering Memorandum (other than to their professional advisors) or use any information herein for any purpose other than considering the exercise of the rights to subscribe for new shares and of the rights to subscribe for ORANE. Canadian Investors agree to the foregoing by accepting delivery of this Canadian Offering Memorandum.

No person has been authorized to give any information or to make any representations in connection with the offering or sale of the rights, the new shares or the ORANE other than those contained in this Canadian Offering Memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, any of its affiliates or by any other person. None of the Company or any of its affiliates or representatives is making any representation to any recipient of rights or to any offeree or purchaser of new shares or ORANE offered hereby regarding the legality of an investment by such recipient of rights or by such offeree or purchaser of new shares or ORANE under appropriate legal investment or similar laws. Neither the delivery of this Canadian Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or its subsidiaries since the date hereof or that the information contained herein is correct and complete as of any time subsequent to the date hereof.

This Canadian Offering Memorandum has been prepared by the Company on the basis that any purchaser of new shares or ORANE is a person or entity having such knowledge and experience of financial matters as to be capable of evaluating the merits and risks of such purchase. Before making any investment decision with respect to the rights, the new shares or the ORANE, subscribers for new shares or ORANE should conduct such independent investigation and analysis regarding the Company, the rights, the new shares and the ORANE as they deem appropriate to evaluate the merits and risks of such investment. In making any investment decision with respect to the new shares, the ORANE or the rights, investors should rely (and will be deemed to have relied) solely on their own independent examination of the Company and the terms of the offering of the new shares and the ORANE, including the merits and risks involved. Before making any investment decision with respect to the new shares, the ORANE or the rights, prospective investors should consult their own counsel, accountants, or other advisers, and carefully review and consider such investment decision in light of the foregoing.

Canadian Investors are urged to pay careful attention to the risk factors described in the Company’s Note d’Opération and in the Company’s 2008 Document de Référence as included in English translation in Annex A and Annex B, respectively, to this Canadian Offering Memorandum before making their investment decision. The materialization of one or more of the risks described therein could have an adverse effect on the Company’s activities, financial condition, results of operations or perspectives. In addition, other risks not yet identified or not considered significant by the Company could have adverse effects and Canadian Investors may lose all or part of their investment.

1 NOTICE TO CANADIAN INVESTORS

The rights, the new shares, the ORANE and the shares to be issued and/or delivered on redemption of the ORANE have not been, and will not be, qualified by prospectus for sale to the public under applicable Canadian securities laws and, accordingly, the rights may be issued and distributed and the new shares and the ORANE may be offered and sold in the Canadian Jurisdictions only pursuant to a valid exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.

Accordingly, in Canada, the rights, the new shares and the ORANE are being offered and sold only to accredited investors in a private placement exempt from the prospectus requirements of applicable Canadian securities laws.

None of the rights, the new shares or the ORANE has been recommended by any securities commission or similar foreign regulatory authority in Canada, and no such commission or regulatory authority has determined that this document is accurate or complete. Any representation to the contrary is an offense in Canada.

You may only exercise your rights in Canada if you sign and deliver to the Company, with a copy to your financial intermediary, together with (if applicable) a duly completed exercise form, an accredited investor certificate in the form set out in Annex C to this Canadian Offering Memorandum.

Each Canadian Investor who subscribes for, or otherwise acquires, the rights, the shares or the ORANE offered hereunder will be deemed to have represented to the Company that: (a) such Canadian Investor is resident in a Canadian Jurisdiction and is a shareholder of the Company; (b) to the knowledge of such Canadian Investor, the offer and sale of the rights, the new shares or the ORANE and the shares to be issued and/or delivered on redemption of the ORANE were made exclusively through this Canadian Offering Memorandum and were not made through any verbal representations or any advertisement of the rights, the shares or the ORANE in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada; (c) such Canadian Investor has reviewed, acknowledges and agrees with the terms referred to above under the section entitled “Offering and Selling Restrictions”; (d) where required by applicable laws, such Canadian Investor is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for its own account and not as agent for the benefit of another investor, and is purchasing for investment purposes only and not with a view to resale or distribution; (e) such Canadian Investor is entitled under applicable Canadian securities laws to subscribe for the rights, the shares or the ORANE without the benefit of a prospectus qualified under such securities laws and, without limiting the generality of the foregoing: (i) such Canadian Investor is an “accredited investor” as that term is defined in NI 45-106; (ii) such Canadian Investor is not a person created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106; (iii) such Canadian Investor is purchasing in reliance on the “accredited investor” exemption provided in section 2.3 of NI 45-106 and not in reliance on any other exemption that may be available under applicable Canadian securities laws; and (iv) if requested by the Company, such Canadian Investor will provide evidence of the basis of its representation of exempt status; (f) such Canadian Investor certifies that none of the funds being used to purchase the rights, the shares or the ORANE are, to its knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities. The funds being used to purchase the rights, the shares or the ORANE and advanced by or on behalf of the Canadian Investor to the Company will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”), or equivalent legislation in any other jurisdiction to which such Canadian Investor may be subject. The Canadian Investor acknowledges that the Company may in the future be required by law to disclose the Canadian Investor’s name and other information relating to any purchase of rights, shares or ORANE, on a confidential basis, pursuant to the PCMLA. To the best of the Canadian Investor’s knowledge: (i) none

2 of the funds to be provided by or on behalf of the Canadian Investor to the Company are being tendered on behalf of a person or entity who has not been identified to the Canadian Investor, and (ii) the Canadian Investor shall promptly notify the Company if the Canadian Investor discovers that any such representations cease to be true, and to provide the Company with appropriate information in connection therewith; (g) such Canadian Investor agrees that: (i) the Canadian Investor’s name, residential address and telephone number and other specified information (the “Personal Information”), including the principal amount of rights, shares and ORANE purchased and aggregate purchase price paid for such securities: (A) will be disclosed to the applicable Canadian securities commissions or other regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian securities and freedom of information legislation and the Canadian Investor authorizes and consents to the disclosure of the Personal Information; (B) is being collected indirectly by the applicable Canadian securities commission or other regulatory authority under the authority granted to such securities commission or other regulatory authority under applicable Canadian securities laws and the Canadian Investor authorizes and consents to the indirect collection of the Personal Information by the applicable Canadian securities commission or other regulatory authority; and (C) is being collected for the purposes of the administration and enforcement of applicable Canadian securities legislation; (ii) by subscribing for the rights, the shares or the ORANE, the Canadian Investor consents to the disclosure of such Personal Information for such purpose; and (iii) if required by applicable Canadian securities legislation, the Canadian Investor will execute, deliver and file or assist the Company in obtaining and filing such reports, undertakings and other documents relating to the purchase of securities by the Canadian Investor as may be required by any Canadian securities commission or other regulatory authority.

Any envelope containing an exercise form and post-marked (physically, by fax or electronically) from Canada States will not be accepted unless it contains a duly executed accredited investor certificate. Similarly, any exercise form in which the exercising holder requests new shares or ORANE to be issued in registered form and gives an address in Canada will not be accepted unless it contains a duly executed accredited investor certificate.

The subscription price paid in respect of exercise forms that do not meet the foregoing criteria will be returned without interest.

Any person in Canada who obtains a copy of this document and who is not an accredited investor is requested to disregard it.

3 OFFERING AND SELLING RESTRICTIONS

GENERAL This Canadian Offering Memorandum does not constitute an offer to sell, or a solicitation to subscribe for or to buy, any security other than the securities described herein. The distribution of this Canadian Offering Memorandum and the offer or sale of the rights, the new shares or the ORANE may be restricted by law in certain jurisdictions. Persons into whose possession this Canadian Offering Memorandum comes are required to inform themselves about and to observe any such restrictions. This Canadian Offering Memorandum does not constitute an offer to sell, or a solicitation to subscribe for or to buy, any new shares or ORANE in any jurisdiction in which such offer or solicitation would be unlawful.

No action has been taken in any jurisdiction that would permit a public offering of the rights, the new shares or the ORANE, other than in France. No offer or sale of the rights, the new shares or the ORANE may be made in any jurisdiction except in compliance with the applicable laws thereof. Persons receiving this Canadian Offering Memorandum are required by the Company to inform themselves about and to observe any restrictions as to the offering and exercise of the rights, the new shares or the ORANE, as well as the distribution of this Canadian Offering Memorandum.

For a description of certain restrictions relating to the offer and sale of the rights, the new shares and the ORANE, see “Plan of Distribution” below and “Terms of Issuance—Plan for the distribution and allocation of the securities—Restrictions applicable to the issuance” on pages A-65 to A-68 of the Note d’Opération as included in English translation in Annex A hereto. The Company accepts no legal responsibility for any violation by any person, whether or not a prospective purchaser of rights, new shares or ORANE, of any such restrictions.

CANADA The information contained in this Canadian Offering Memorandum is delivered to each Canadian Investor solely to enable such Canadian Investor to evaluate the offering. The offering in the Canadian Jurisdictions is being made solely by this Canadian Offering Memorandum and any decision to purchase the rights, the shares and the ORANE should be based solely on information contained in this Canadian Offering Memorandum. This information does not constitute an offer to any other person or a general offer to the public of, or the general solicitation from the public of, offers to subscribe for or purchase any of the securities of the Company. Distribution of this information, and the offer and sale of the securities of the Company, in Canada may be restricted by law. Persons into whose possession this information comes must inform themselves about and observe any such restrictions.

The rights, the shares and the ORANE offered by the Company are principally being offered outside of Canada. In Canada, the rights, the shares and the ORANE are being offered on a private placement to Canadian Investors by the Company in accordance with the requirements of the securities laws of the applicable Canadian Jurisdiction. The Company is not a “reporting issuer”, as such term is defined under applicable Canadian securities legislation, in any province or territory of Canada. The rights, the new shares and the ORANE offered pursuant to this Canadian Offering Memorandum, and the shares to be issued or delivered on redemption of the ORANE, have not been and will not be qualified by prospectus for sale to the public under applicable Canadian securities laws, and the securities offered hereby may not be offered or sold except to Canadian Investors on a basis which is exempt from the prospectus requirements of applicable Canadian securities laws.

Any resale of the rights, the shares and the ORANE must be made in accordance with applicable securities laws which may vary depending on the applicable Canadian Jurisdiction and which may require resales to be made in accordance with exemptions from registration and prospectus requirements. In certain circumstances, these resale restrictions may apply to resales made outside of Canada. Canadian Investors are advised to seek legal advice prior to any contemplated resale of the rights, the shares and the ORANE.

4 The Company reserves the right to treat as invalid any exercise form which: (i) appears to the Company or its agents to have not been executed in or dispatched from Canada; (ii) does not include a representation to the effect that the person accepting and/or renouncing the exercise form does not have a registered address (and is not otherwise located) in a Canadian Jurisdiction; or (iii) where the Company believes acceptance of such exercise form may infringe applicable legal or regulatory requirements; and the Company shall not be bound to allot or issue any new shares or ORANE in respect of any such exercise form.

Distribution of this Canadian Offering Memorandum or any information contained herein to any person other than the Canadian Investor, or those persons, if any, retained to advise the Canadian Investor in connection with the transactions contemplated herein, is unauthorized, and any disclosure of any such information without the prior written consent of the Company is prohibited.

Each Canadian Investor, by accepting delivery of this Canadian Offering Memorandum, agrees to the foregoing and further agrees to any restrictions and requirements expressed in this Canadian Offering Memorandum.

5 TAXATION AND ELIGIBILITY FOR INVESTMENT

Any discussion of taxation and related matters contained in this Canadian Offering Memorandum does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to invest in any of the rights, the new shares and the ORANE offered pursuant to this Canadian Offering Memorandum, or the shares to be issued or delivered on redemption of the ORANE and it is not intended to be, nor should it be construed to be, legal or tax advice to any particular Canadian Investor, and no representations with respect to the Canadian federal, provincial or local tax consequences to any particular Canadian Investor is made. Canadian Investors should consult their own legal and tax advisers with respect to the Canadian federal, provincial and local tax consequences of an investment in the rights, the new shares and the ORANE offered pursuant to this Canadian Offering Memorandum, or the shares to be issued or delivered on redemption of the ORANE in their particular circumstances and with respect to the eligibility of the rights, the shares and the ORANE for investment by the Canadian Investor under relevant Canadian federal and provincial legislation and regulations.

FINANCIAL INFORMATION

The financial statements included in this Canadian Offering Memorandum have not been prepared in accordance with Canadian generally accepted accounting principles and may not be comparable to financial statements of Canadian issuers.

In this Canadian Offering Memorandum, references to “euro,” “EUR” and “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union and as amended by the Treaty of Amsterdam. Certain financial information contained herein is presented in euros.

6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Canadian Offering Memorandum contains certain “forward-looking statements,” including statements under “Recent Events and Outlook” and under “Summary of the French Prospectus—Recent Changes in Financial Position and Outlook—Outlook” on pages A-78 to A-82 and page A-12, respectively, of the Company’s Note d’Opération, as included in English translation in Annex A, and statements under the caption “Outlook for 2009” on page B-23 to B-24 of the Company’s 2008 Document de Référence as included in English translation in Annex B, regarding the outlook for the Company’s future performance. In addition to statements that are forward-looking by reason or context, the words “will”, “believes”, “targets”, “anticipates”, “intends”, “should”, “aims”, “estimates”, “considers”, “wishes”, “may”, and similar expressions identify forward-looking statements. These statements may address, among other matters, the Company’s financial condition, results of operations, business, strategy, and market position.

Because forward-looking statements are statements of future expectations that are based on management’s current knowledge, beliefs, and assumptions and involve known and unknown risks and uncertainties, actual results, performance, or events may differ materially from those expressed or implied in such statements. In addition, the Company’s business activities and its ability to meet its targets may be affected if certain of the risks that are set forth in this Canadian Offering Memorandum materialize. Some of the risk factors which could cause results or events to differ materially from expectations include, but are not limited to: risks related to global economic conditions; risks related to competition; climate-related risks; seasonal risks; risks related to acts or threats of terrorism, of war or of any other unfavourable political occurrence; risks related to image and reputation; risks related to the inability to retain or replace key personnel; risks related to insurance; risks related to the type of management used for certain of the Group’s villages; risks related to potential global health-related catastrophes, such as epidemics; risks related to restrictions in terms of prevention and compliance; risks related to changes in the availability or price of commodities, goods or energy; risks related to changes in regulation; risks related to disputes; and financial risks (in particular liquidity risks). For further discussion of the risk factors you should consider carefully before subscribing for new shares or for ORANE, see “Risk Factors Relating to the Company and the Operation that May have a Significant Impact on the Securities Offered” on pages A-22 to A-28 of the Note d’Opération as included in English translation in Annex A to this Canadian Offering Memorandum and “4. Risk Factors” on pages B-25 to B-26 of the 2008 Document de Référence as included in English translation in Annex B. The Company does not undertake to meet or give any guarantee that it will achieve business performance objectives or expectations set forth in this Canadian Offering Memorandum.

You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Canadian Offering Memorandum. Other than as may be required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this Canadian Offering Memorandum to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any forward-looking statement contained herein is based.

7 ABOUT THIS CANADIAN OFFERING MEMORANDUM

This Canadian Offering Memorandum comprises this document and the accompanying English translations of (i) the Company’s Note d’Opération, dated May 6, 2009, as included in Annex A, which contains a summary of the prospectus and an update to the 2008 Document de Référence and (ii) the Company’s 2008 Document de Référence filed with the AMF on January 30, 2009 under registration number D.09-0044, as included in Annex B, which incorporates by reference certain portions of the Documents de Référence filed with the AMF on February 14, 2007 and February 12, 2008, respectively (collectively, the “Annexed Documents”). The versions of the Annexed Documents are identical to the versions thereof filed with the AMF except that: (i) the second paragraph of section 1.2 on page 21 and the entire section 11.6 on page 85 of the Note d’Opération filed with the AMF do not constitute part of the Note d’Opération annexed to this Canadian Offering Memorandum, and (ii) the final paragraph on page B-186 of the 2008 Document de Référence does not constitute part of the 2008 Document de Référence annexed to this Canadian Offering Memorandum. Investors should not make an investment decision based on any information contained in these excluded sections.

Notwithstanding the foregoing, any statement contained in the document incorporated by reference shall be deemed to the modified or superseded for the purpose of this Canadian Offering Memorandum to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Canadian Offering Memorandum. It is important that you read this Canadian Offering Memorandum, including the Annexed Documents, in its entirety before making an investment decision.

8 MARKET INFORMATION

Shares of the Company are admitted to trading on the Euronext Paris market under the symbol “CU”.

GENERAL The Euronext Paris market is a regulated market operated and managed by Euronext Paris, a market operator (entreprise de marché) responsible for the admission of securities and the supervision of trading in listed securities. Euronext Paris publishes a daily official price list that includes price information on listed securities. Securities listed on the Euronext Paris market are classified in alphabetical order.

On April 4, 2007, the New York Stock Exchange Group and Euronext NV, the parent company of Euronext Paris, merged and created the NYSE Euronext group.

TRADING ON THE EURONEXT PARIS MARKET Trading on the Euronext Paris market is subject to the prior approval of Euronext Paris and the AMF granting a visa on a French prospectus.

Securities listed on the Euronext Paris market are officially traded through authorized financial institutions that are members of Euronext Paris. Euronext Paris places securities listed on the Euronext Paris market in one of two categories (continuous (continu) or fixing), depending on whether they belong to certain indices or segments and/or on their trading volume. The Company’s shares trade in the category known as continu, which includes the most actively traded securities. Shares belonging to the continu category are traded on each trading day from 9:00 a.m. to 5:30 p.m. (Paris time), with a pre-opening session from 7:15 a.m. to 9:00 a.m. and a post-closing session from 5:30 p.m. to 5:35 p.m. (during which pre-opening and post-closing sessions trades are recorded but not executed until the opening session at 9:00 a.m. and the closing session at 5:30 p.m., respectively). In addition, from 5:35 p.m. to 5:40 p.m., trading can take place at the closing auction price. Trading in a share traded continuously after 5:40 p.m. until the beginning of the pre-opening session of the following trading day may take place at a price that must be within the last auction price plus or minus 1%.

Euronext Paris may restrict trading in a security listed on the Euronext Paris market if the quoted price of the security increases or decreases beyond the specific price limits defined by its regulations (réservation à la hausse ou à la baisse). In particular, trading is automatically restricted in shares whose quoted price varies by more than a certain percentage as set forth by Euronext Paris from the last price determined in an auction or by more than a certain percentage from the last traded price (such percentage depends on the category of listed security). Trading of these shares resumes after a call phase of a few minutes (such time period depends on the category of listed security), during which orders are entered in the central order book but not executed, which ends by an auction. Euronext Paris may also suspend trading of a security listed on the Euronext Paris market in other limited circumstances (suspension de la cotation), in particular to prevent or stop disorderly market conditions. In addition, in exceptional cases, including, for example, in the context of a takeover bid, Euronext Paris may also suspend trading of the security concerned, upon request of the AMF.

In general, trades of securities listed on the Euronext Paris market are settled on a cash basis on the third day following the trade.

Prior to any transfer of securities held in registered form on the Euronext Paris market, the securities must be converted into bearer form and accordingly inscribed in an account maintained by an accredited intermediary with Euroclear France S.A., a registered clearing agency. Transactions in securities are initiated by the owner giving the instruction (through an agent, if appropriate) to the relevant accredited intermediary. Trades of securities listed on the Euronext Paris market are cleared through LCH. Clearnet and settled through Euroclear France using a continuous net settlement system. A fee or commission is payable to the broker-dealer or other agent involved in the transaction.

Under French law, a company may not issue shares to itself, but it may purchase its own shares in limited cases. See “General Information about the Company’s Capital” on page B-32 to B-35 in the Company’s 2008 Document de Référence as included in English translation in Annex B to this Canadian Offering Memorandum.

9 PLAN OF DISTRIBUTION

The Company is offering up to 6,459,301 new shares and up to 5,962,432 ORANE in a global offering consisting of a public offering in France as well as a private placement to institutional investors in France and outside of France, including a private placement by the Company to accredited investors resident in the Canadian Jurisdiction who sign and return to the Company an accredited investor certificate in the form set out in Annex C hereto. In the event that all exercisable stock options are exercised on or before May 23, 2009 at 11:59 p.m., the number of new shares being offered could be increased to a maximum of 6,500,000 shares and the number of ORANE being offered could be increased to a maximum of 6,000,000 ORANE.

With respect to Canada, existing shareholders that are accredited investors have received rights in their capacity as holders of existing shares may exercise such rights together with any other rights they may acquire, but no placement of rights, new shares or ORANE will otherwise be made in Canada.

10 LEGAL MATTERS

The validity of the new shares and ORANE being offered pursuant to this Canadian Offering Memorandum and certain other legal matters will be passed upon for the Company by Darrois Villey Maillot Brochier A.A.R.P.I., French and US legal advisors to the Company.

INDEPENDENT AUDITORS

The Company’s consolidated financial statements for the years ended October 31, 2008, 2007 and 2006 included or incorporated by reference in this Canadian Offering Memorandum were audited by Deloitte & Associés and Ernst & Young Audit, independent auditors, as set forth in their audit reports included or incorporated by reference herein.

11 RIGHTS OF ACTION FOR DAMAGES OR RESCISSION

Securities legislation in certain of the Canadian Jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as this Canadian Offering Memorandum) with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment thereto contains a “misrepresentation”, as defined in the applicable securities legislation. A “misrepresentation” is generally defined in the applicable securities legislation to mean an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation.

The following is a summary of the rights of action for damages or rescission, or both, available to certain purchasers resident in the Canadian Jurisdictions.

Ontario Section 130.1 of the Securities Act (Ontario) (the “Ontario Act”) provides that every purchaser of securities pursuant to an offering memorandum (such as this Canadian Offering Memorandum) shall have a statutory right of action for damages or rescission against the issuer and any selling security holder in the event that the offering memorandum contains a “misrepresentation”. A “misrepresentation” is defined in the Ontario Act to mean an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. A purchaser who purchases securities offered by the offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the misrepresentation, a right of action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and any selling security holder provided that: (a) if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages as against the issuer and the selling security holders, if any; (b) the issuer (and the selling security holders, if any) will not be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; (c) the issuer (and the selling security holders, if any) will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; (d) the issuer (and the selling security holders, if any) will not be liable for a misrepresentation in forward- looking information if it proves that: (i) the offering memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection set out in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward- looking information; and (ii) the issuer (and the selling security holders, if any), had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and (e) in no case shall the amount recoverable exceed the price at which the securities were offered.

Section 138 of the Ontario Act provides that no action shall be commenced to enforce these rights more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of an action for damages, the earlier of: (i) 180 days after the date that the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action.

12 This Canadian Offering Memorandum is being delivered in reliance on the “accredited investor” exemption from the prospectus requirements contained under section 2.3 of NI 45-106. The rights referred to in section 130.1 of the Ontario Act do not apply in respect of an offering memorandum (such as this Canadian Offering Memorandum) delivered to a prospective purchaser in connection with a distribution made in reliance on the “accredited investor” exemption if the prospective purchaser is: (a) a Canadian financial institution or a Schedule III bank (each as defined in section 1.1 of NI 45-106); (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or (c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

Québec Notwithstanding that the Securities Act (Québec) does not provide, or require the Company to provide, to purchasers resident in the province of Québec any rights of action in circumstances where this Canadian Offering Memorandum or an amendment hereto contains a misrepresentation, the Company hereby grants to such purchasers, contractual rights of action that are equivalent to the statutory rights of action set forth above with respect to purchasers resident in Ontario.

General The foregoing summary is subject to the express provisions of the securities legislation of the applicable Canadian Jurisdictions and the regulations, rules, instruments and published policy statements thereunder, and reference is made to the complete text of such provisions contained therein. Such provisions contain additional limitations and statutory defenses on which the Company and others may rely. Canadian Investors should refer to the applicable securities legislation for particulars of these provisions or consult their legal advisers. The enforceability of these rights may be limited as described herein under “Enforcement of Legal Rights”. The rights of action discussed above will be granted to Canadian Investors to whom such rights are conferred upon acceptance by the Company of the subscription price for the rights, the shares or the ORANE.

13 ENFORCEMENT OF LEGAL RIGHTS

The Company is a société anonyme incorporated under the laws of France and maintains its head office in France. All, or substantially all of the Company’s shareholders, members, partners, directors, officers, principals, employees and agents, as the case may be, as well as the experts named in this Canadian Offering Memorandum, may be located outside of Canada and, as a result, it may not be possible for Canadian Investors to effect service of process within Canada upon the Company or such other entities or persons. All or a substantial portion of the assets of the Company and such other entities and persons may also be located outside of Canada. As a result, it may not be possible to satisfy a judgment against the Company or such other entities or persons in Canada, or to enforce a judgment obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada against the Company or such other entities or persons outside of Canada. In addition, the laws of the jurisdictions in which the books, records and other documents are located in respect of the Company may prevent the production of such books and records in Canada.

14 LANGUAGE OF DOCUMENTS

Upon receipt of this document, each Canadian Investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur Canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (y compris, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais exclusivement.

ANNEX A

NOTE D’OPÉRATION

The following is an English translation of the Company’s Note d’Opération, dated May 6, 2009, which was filed as part of the Prospectus which received visa n°09-124 from the AMF, except that the second paragraph of Section 1.2 and the entire Section 11.6 have been intentionally excluded and are not incorporated herein for the purpose of this Canadian Offering Memorandum (the “Excluded Note d’Opération Sections”). Investors should not make an investment decision based on any information contained in these Excluded Note d’Opération Sections.

Any reference in this Canadian Offering Memorandum to the Company’s Note d’Opération shall be deemed to exclude the Excluded Note d’Opération Sections.

A-i

CLUB MEDITERRANEE A French société anonyme with a share capital of €77,511,620.00 Registered office: 11, rue de Cambrai 75019 Paris 572 185 684 RCS Paris

NOTE D’OPERATION

Made available to the public in connection with:

• The issue and admission for trading on Euronext Paris of new shares to be subscribed in cash, in the context of a capital increase with shareholders’ preferential subscription rights (“PSR”), for a gross amount of 51,028,478 euros, issue premium included, through the issue of 6,459,301 new shares (that may be increased to 51,350,000 euros, issue premium included, through the issue of 6,500,000 new shares in the event that all exercisable stock options are exercised by their beneficiaries before 23 May 2009 at 11:59 p.m.), at a unit price of 7.90 euros on the basis of 1 new share per 3 existing shares;

• The issue and admission for trading on Euronext Paris of a bond in the nominal amount of 50,978,794 euros, represented by 5,962,432 bonds redeemable in new or existing shares (each being an "ORANE"), on the basis of one share per ORANE, with a nominal unit value of 8.55 euros, with shareholders’ preferential subscription rights, (that may be increased to a nominal amount of 51,300,000 euros represented by 6,000,000 ORANEs in the event that all exercisable Stock Options are exercised by their beneficiaries before 23 May 2009 at 11:59 p.m.), on the basis of 4 ORANEs per 13 existing shares;

• The admission for trading on Euronext Paris of the shares arising from ORANE redemptions in new shares.

Subscription period: 11 May to 26 May 2009 (inclusive)

This prospectus (the “Prospectus”) is comprised of:

• the document de référence of the company Club Méditerranée, filed with the French Autorité des marchés financiers (the “AMF”) on 30 January 2009 under number D.09-0044 (the “Document de Référence”);

• this Note d’Opération (the “Note d’Opération”); and

• a summary of the Prospectus (included in the Note d’Opération).

Joint-Lead Managers and Joint Bookrunners CALYON NATIXIS

Contents

1. PERSONS RESPONSIBLE FOR THE PROSPECTUS ...... 21 1.1 PERSON RESPONSIBLE FOR THE PROSPECTUS...... 21 1.2 DECLARATION BY THE PERSON RESPONSIBLE FOR THE PROSPECTUS...... 21 1.3 PERSON RESPONSIBLE FOR FINANCIAL INFORMATION ...... 21 1.4 AUDITORS ...... 21 2. RISK FACTORS RELATING TO THE COMPANY AND THE OPERATION THAT MAY HAVE A SIGNIFICANT IMPACT ON THE SECURITIES OFFERED ...... 22 2.1 GROUP-RELATED RISK FACTORS ...... 22 2.1.1 RISKS RELATED TO THE GROUP’S ACTIVITIES...... 22 2.1.2 RISKS RELATED TO THE ENVIRONMENT, HEALTH AND SAFETY ...... 24 2.1.3 LEGAL RISKS ...... 24 2.1.4 FINANCIAL RISKS ...... 25 2.2 RISK FACTORS RELATED TO ISSUED SECURITIES...... 26 3. BASIC INFORMATION...... 29 3.1 DECLARATION ON NET CONSOLIDATED WORKING CAPITAL ...... 29 3.2 SHAREHOLDERS’ EQUITY AND INDEBTEDNESS...... 29 3.3 INTEREST OF NATURAL PERSONS AND LEGAL ENTITIES PARTICIPATING IN THE ISSUE ...... 30 3.4 REASONS FOR THE ISSUE AND USE OF THE PROCEEDS...... 30 4. INFORMATION ABOUT THE NEW SHARES TO BE OFFERED AND ADMITTED TO TRADING ON EURONEXT PARIS...... 31 4.1 TYPE, CLASS AND VESTING DATE OF THE NEW SHARES OFFERED AND ADMITTED FOR TRADING ...... 31 4.2 APPLICABLE LAW AND COMPETENT COURTS ...... 31 4.3 FORM AND METHOD OF REGISTRATION OF THE NEW SHARES...... 32 4.4 ISSUE CURRENCY...... 32 4.5 RIGHTS ATTACHED TO THE NEW SHARES ...... 32 4.6 AUTHORIZATIONS...... 34 4.6.1 SHAREHOLDERS’ GENERAL MEETING AUTHORIZING THE ISSUANCE...... 34 4.6.2 BOARD OF DIRECTORS MEETING DECIDING ON THE ISSUANCE...... 36 4.7 DATE SET FOR THE ISSUANCE OF NEW SHARES...... 37 4.8 RESTRICTIONS ON THE FREE NEGOTIABILITY OF THE NEW SHARES ...... 37 4.9 FRENCH REGULATIONS RELATING TO PUBLIC OFFERS ...... 37 4.9.1 MANDATORY TAKEOVER BIDS AND STANDING MARKET OFFERS ...... 37 4.9.2 SQUEEZE-OUTS AND DELISTINGS...... 37 4.9.3 TAKEOVER BIDS BY THIRD PARTIES IN RESPECT OF THE COMPANY’S SHARE CAPITAL DURING THE CURRENT OR PAST FISCAL YEAR...... 37 4.10 TAX REGIME FOR THE NEW SHARES ...... 38 4.10.1 FRENCH TAX RESIDENTS...... 38 4.10.2 NON TAX RESIDENTS OF FRANCE...... 41 4.10.3 OTHER SITUATIONS ...... 42 5. INFORMATION CONCERNING THE ORANES THAT SHOULD BE ISSUED AND A DMITTED FOR TRADING ON EURONEXT PARIS ...... 43 5.1 NATURE OF THE ORANE THE ADMISSION TO TRADING OF WHICH IS REQUESTED...... 43 5.2 ORANE NOMINAL VALUE PER UNIT OF THE ORANES - ORANE ISSUE PRICE ...... 43 5.3 APPLICABLE LAW AND JURISDICTION...... 43 5.4 FORM AND REGISTRATION MODALITIES OF THE ORANES THAT SHOULD BE ISSUED...... 43 5.5 ORANE ISSUE CURRENCY ...... 44 5.6 ORANE RANKING ...... 44 5.7 INTEREST...... 44 5.8 REDEMPTION RATIO...... 44 5.9 ORANE REDEMPTION ...... 45 5.10 MAINTENANCE OF ORANE HOLDERS RIGHTS...... 46

A-2 5.10.1 FINANCIAL TRANSACTIONS WITH LISTED PREFERENTIAL SUBSCRIPTION RIGHT OR BY FREE ALLOCATION OF LISTED SUBSCRIPTION WARRANTS...... 47 5.10.2 CAPITAL INCREASE BY INCORPORATION OF RESERVES, PROFITS OR ISSUE PREMIUMS BY INCREASING THE NOMINAL VALUE OF COMPANY SHARES OR BY DISTRIBUTION OF FREE SHARES IN THE COMPANY OR ANY OTHER FINANCIAL INSTRUMENT TO CURRENT SHAREHOLDERS...... 48 5.10.3 CAPITAL REDUCTION FOR LOSSES BY REDUCTION IN THE NOMINAL VALUE OF COMPANY SHARES OR BY A REDUCTION IN THE NUMBER OF COMPANY SHARES...... 49 5.10.4 DISTRIBUTION BY THE COMPANY OF RESERVES OR ISSUE PREMIUMS IN CASH AND/OR IN-KIND, REPAYMENT OF SHARE CAPITAL...... 49 5.10.5 MERGER OR ABSORPTION OF THE COMPANY WITH ONE OR MORE COMPANIES BY CREATION OF A NEW COMPANY OR SPIN-OFF OF THE COMPANY BY CONTRIBUTION TO EXISTING OR NEW COMPANIES...... 50 5.10.6 DIVISION OF SHARES OR MERGING OF COMPANY SHARES...... 50 5.10.7 COMPANY BUYBACK OF ITS OWN SHARES (VIA PUBLIC OFFERING OR OTHERWISE) AT ABOVE MARKET PRICE...... 50 5.10.8 MODIFICATION OF ALLOCATION OF ITS PROFITS AND/OR THE CREATION OF PREFERRED SHARES...... 51 5.10.9 COMPANY'S DISTRIBUTION OF A DIVIDEND...... 51 5.11 PAYMENT FOR FRACTIONAL SHARES ...... 52 5.12 MODIFICATION OF THE TERMS AND CONDITIONS OF THE ORANE ...... 52 5.13 REPRESENTATION OF ORANE HOLDERS ...... 52 5.14 RESOLUTIONS AND DECISIONS UNDER WHICH THE ORANE ARE ISSUED...... 54 5.14.1 SHAREHOLDERS' MEETING HAVING GRANTED THE AUTHORITY...... 54 5.14.2 BOARD OF DIRECTORS, HAVING DECIDED ON THE ISSUANCE...... 54 5.15 INCREASE ...... 54 5.16 RESTRICTIONS ON THE FREE NEGOTIABILITY OF THE ORANE ...... 54 5.17 TAX TREATMENT OF THE ORANE ...... 54 5.17.1 FRENCH TAX RESIDENTS ...... 55 5.17.2 NON-FRENCH TAX RESIDENTS...... 58 5.17.3 OTHER SITUATIONS ...... 59 6. TERMS OF ISSUANCE...... 60 6.1 CONDITIONS, FORECASTED TIMETABLE AND PROCEDURES FOR SUBSCRIPTION APPLICATIONS ...... 60 6.1.1 TRANSACTION AMOUNT ...... 61 6.1.2. SUBSCRIPTION PERIOD AND PROCEDURE ...... 61 6.1.3 PROCEDURES FOR PUBLICATION OF THE RESULTS...... 63 6.1.4 FORECAST TIMETABLE...... 63 6.1.5 REVOCATION / SUSPENSION OF THE OFFERING ...... 64 6.1.6 REDUCTION OF THE SUBSCRIPTION ...... 64 6.1.7 MINIMUM AND/OR MAXIMUM AMOUNT OF A SUBSCRIPTION ...... 64 6.1.8 REVOCATION OF SUBSCRIPTION ORDERS ...... 64 6.1.9 PAYMENT OF FUNDS AND METHODS FOR THE ISSUANCE OF THE NEW SHARES AND OF THE ORANES ...... 65 6.2 PLAN FOR THE DISTRIBUTION AND ALLOCATION OF THE SECURITIES – RESTRICTIONS APPLICABLE TO THE ISSUANCE ...... 65 6.2.1 RESTRICTIONS APPLICABLE TO THE ISSUANCE...... 65 6.2.2 INTENT TO SUBSCRIBE ON THE PART OF THE MAIN SHAREHOLDERS OF THE COMPANY OR OF THE MEMBERS OF ITS ADMINISTRATIVE OR MANAGEMENT BODIES...... 68 6.2.3 PRE-ALLOCATION INFORMATION...... 68 6.2.4 NOTICE TO SUBSCRIBERS...... 68 6.2.5 OVER-ALLOTMENT AND EXTENSION...... 68 6.3 PLACEMENT AND UNDERWRITING ...... 68 6.3.1 IDENTIFICATION INFORMATION OF THE LEAD MANAGERS AND JOINT BOOKRUNNERS...... 68

A-3 6.3.2 IDENTIFICATION INFORMATION OF THE INTERMEDIARIES IN CHARGE OF THE DEPOSITING OF THE SUBSCRIPTION FUNDS AND OF THE FINANCIAL SERVICING ...... 68 6.3.3 UNDERWRITING...... 69 6.3.4 UNDERWRITING AGREEMENT (CONVENTION DE PRISE FERME) ...... 71 7. LISTING AND DEAL ARRANGEMENTS ...... 72 7.1 LISTING ...... 72 7.2 PLACE OF LISTING ...... 72 7.3 STABILISATION – INTERVENTIONS ON THE MARKET ...... 72 7.4 LIQUIDITY AGREEMENT ...... 72 8. HOLDERS OF SECURITIES WHO DESIRE TO SELL THEM...... 73 9. EXPENSES CONNECTED WITH THE ISSUANCE...... 74 10. DILUTION ...... 75 10.1 DILUTION……………………………………………………………………………………………..75 10.2 POTENTIAL EVOLUTION OF THE SHARE CAPITAL DISTRIBUTION (1ST HYPOTHESIS)….76 10.3 POTENTIAL EVOLUTION OF THE SHARE CAPITAL DISTRIBUTION (2ND HYPOTHESIS)….77 11. RECENT EVENTS AND OUTLOOK...... 78 11.1 BUSINESS...... 78 11.2 ALLOCATIONS OF STOCK OPTION RIGHTS ON 20 FEBRUARY 2009...... 78 11.3 METHODS FOR PREPARING INTERMEDIARY ACCOUNTS AS FROM 31 MARCH 2009 AND ESTIMATES AS FROM 30 APRIL 2009……………………………………………………………...78 11.4 FINANCIAL AGGREGATES AT 31 MARCH 2009 (5 MONTHS)...... 89 11.5 WINTER 2009 (6 MONTHS ENDED 30 APRIL 2009) ESTIMATED: ...... 80 11.6 [INTENTIONALLY REMOVED]...…………………………...... …………………………...…...... 80 11.7 OUTLOOK...... 80 11.8 MACRO-SCENARIOS…………………………………………………………………………………81

A-4 GENERAL INFORMATION

In the Prospectus, the terms “Club Méditerranée” and “Company” refer to the company Club Méditerranée. The term “Group” refers to the Company and its consolidated subsidiaries.

Investors should pay particular attention, among the information in the Prospectus, to the risk factors described in chapter 2 (“Risk Factors”) of the Document de Référence and section 2 of this Note d’Opération before making an investment decision. If one or more of these risks or other risks not yet identified or considered by the Group to be significant, materialises, it may have an adverse impact on the Group’s business activities, financial position and results.

The Prospectus contains information concerning the perspectives and objectives of the Group in terms of business activity and results as well as certain simulations and “macro-scenarios”. This information, because of its nature, does not constitute a commitment by the Company to the shareholders and investors. The Group’s business activities and results may be very different as the hypotheses on which they are based may prove to be incorrect or as one or more of the risk factors described in chapter 2 (“Risk Factors”) of the Document de Référence and section 2 of this Note d’Opération or other risks not yet identified or considered by the Group to be significant may materialise.

The Prospectus also contains information estimated as of 30 April 2009. As such estimates may be revised in light of, in particular, information discovered or arising after the date of the Prospectus, the definitive half-year financial statements could differ from the estimates presented.

A-5 SUMMARY OF PROSPECTUS

Notice to readers

This summary should be read as an introduction to the Prospectus. Any decision to invest in the financial securities offered hereby should be based on a thorough review of the Prospectus. The people who presented this summary, including, if applicable, its translation, may only be legally liable if the contents of the summary are misleading, inaccurate or contradict other parts of the Prospectus. If a legal action relating to the information contained in the Prospectus is brought before a court, the investor filing suit may be liable for the costs of translating the Prospectus before the start of legal proceedings, depending on the national laws of Member States of the European Community or parties to the European Economic Area Agreement.

I INFORMATION ABOUT THE ISSUER

A. CORPORATE NAME, INDUSTRY SECTOR AND NATIONALITY

Club Méditerranée is a French corporation (société anonyme) with a board of directors.

Industry sector classification: 5000 (Consumer Services).

B. OVERVIEW OF THE COMPANY'S BUSINESS

The Group is one of the world leaders in “all-inclusive” vacations. Since 2003, the Company has set as its priority to become the worldwide specialist in upscale, friendly, multicultural and all-inclusive vacations.

The Company’s shares are admitted to trading on NYSE Euronext’s Euronext Paris (“Euronext Paris”), compartment B.

C. COMPANY’S DIRECTORS, BOARD MEMBERS AND AUDITORS

• Members of the board of directors on the date of this document

o Chairman and CEO: Mr. Henri Giscard d’Estaing

o Directors: Mr. David Dautresme* (vice-chairman of the board of directors) Mr. Mustapha Bakkoury Mr. Thierry de la Tour d’Artaise* Mr. Paul Jeanbart* Mr. Aimery Langlois-Meurinne* Mr. Pascal Lebard* Mr. Saud Al Sulaiman* Ms. Anne-Claire Taittinger*

(*) Independent directors.

• Management board members on the date of this document

o Mr. Henri Giscard d’Estaing – Chairman and CEO o Mr. Michel Wolfovski – Deputy managing director, Finance o Mr. Patrick Calvet* – Managing director, Villages Europe-Africa o Mr. Janick Daudet* – Managing director, Latin America

A-6 o Ms. Katia Hersard* – Director, Strategic Marketing and Quality o Ms. Caroline Puechoultres* – Managing director, Asia-Pacific o Mr. Sylvain Rabuel* – Managing director, Marketing & Sales New Markets Europe-Africa o Mr. Olivier Sastre* – Managing director, Human Resources o Ms. Anne Yannic* – Managing director, Marketing & Sales France, Belgium and Switzerland

(*) Non-corporate officers (mandataires sociaux)

D. BASIC FINANCIAL INFORMATION AND RISK FACTORS

Selected financial information

The tables below present extracts from the consolidated Group balance sheet, income and cash flow statements for the financial years ended on 31 October 2006, 2007 and 2008.

Key income statement figures (IFRS standards)

(in millions of euros) 31/10/2008 31/10/2007 31/10/2006 (1) (2) Sales 1,494 1,410 1,679 Operating income – Leisure 43 25 24 Operating income – Management of assets (8) 2 40 Other operating income and expense (25) (19) (29) Operating profit 10 8 35 Net income 2 (8) 5 Net income Group share 1 (10) 5 Net income from continuing operations (33) (12) 5 Diluted net income Group share per share – (in euros) 0.04 (0.55) 0.24 Diluted net income per share from continuing operations (in (1.77) (0.76) 0.24 euros)

(1) In accordance with IFRS 5 "Current assets held with a view to sale and discontinued activities", the 2007 consolidated income statement was restated for activities sold in 2008. (2) In accordance with the figures published on 31 October 2006 (not restated for activities sold in 2008) and shown in the 2006 Document de Référence filed with the AMF on 14 February 2007.

Key consolidated balance sheet figures for the 2006, 2007 and 2008 financial years (IFRS standards)

(in millions of euros) 31/10/2008 31/10/2007 31/10/2006

ASSETS Non-current assets 1,123 1,148 1,156 Current assets 359 358 375 Assets for sale 45 87 92 Total assets 1,527 1,593 1,623 LIABILITIES Equity* 494 490 514 Non-current liabilities 401 542 496 Current liabilities 632 561 609 Liabilities for sale - - 4 Total liabilities 1,527 1,593 1,623 *of which Group’s share 435 429 459

A-7 Key consolidated cash flow figures for the 2006, 2007 and 2008 financial years (IFRS standards)

(1) (in millions of euros) 31/10/2008 31/10/2007 31/10/2006

Net cash flow from operating activities 70 31 47 Net cash flow from investing activities 5 (43) (8) Net cash flow from financing activities (27) (42) (32) Net foreign exchange difference (4) (3) (2) Change in cash and cash equivalents 44 (57) 5

Cash and cash equivalents at beginning of period 108 165 168 Impact of IAS 32 and IAS 39 standards at 1 November 2005 (8) Cash and cash equivalents at end of period 152 108 165 (1) In accordance with the figures published on 31/10/06 included in the 2006 Document de Référence not restated to reflect the reclassification of interest to financing flows

Declaration of net consolidated working capital

The Company declares that, in its opinion, the Group's net consolidated working capital is not sufficient to meet its obligations over the next 12 months as from the date of the Prospectus visa. The maximum insufficiency corresponds to the amount of the syndicated credit line (120 million euros) falling due in the event of non-compliance with the covenants as at 31 October 2009 and as at 30 April 2010. Following the issuance of the New Shares and ORANEs, which are the subject of the Note d’Opération, which reduces the Group’s debt and allows for adherence to the covenants, the working capital is sufficient to meet the Company’s obligations over the next 12 months as from the Prospectus visa date, including in the event of a reduction in the planned issue.

Shareholders’ equity and indebtedness In accordance with the Committee of European Securities Regulators (CESR), the table below presents the consolidated shareholders’ equity and indebtedness position at 31 March 2009 prepared in accordance with IFRS standards:

Table of shareholders’ equity and indebtedness

in millions of (Unaudited) euros 1 Shareholders’ equity and indebtedness Current financial debt 31 Non-current financial debt 379 Group share of shareholders’ equity (excluding net income) 401 Total shareholders’ equity (excluding net income) 456 2 Net financial indebtedness Net short-term financial debt (53) Liquidity 84 Short-term financial receivables - Short-term financial debt 31 Net medium and long-term financial debt 379 Net financial debt 326

A-8 Apart from currency translation adjustments, no significant change in shareholders’ equity or in consolidated net financial debt has occurred since the financial year end on 31 October 2008, although on 3 November 2008, the Company redeemed the bonds with an option of conversion for new shares and/or exchange for existing shares issued in April 2002 (the “Océanes 2008”) for the amount of 152.5 million euros (including 21.6 million euros for a redemption premium and 3.8 million euros in interest) using the proceeds from the disposals of Jet tours and Club Med Gym and a drawdown of the syndicated credit line expiring June 2010.

Summary of the main risk factors relating to the Company and market risks related to the operation having a potentially significant impact on the securities offered

Before making any investment decision, investors should take into consideration the risk factors described in chapter 2

“Risk Factors” of the Document de Référence, and of the Note d’Opération and the following risks in particular:

− Risks related to global economic conditions ;

− Competition-related risks;

− Climate-related risks;

− Seasonal risks;

− Risks related to acts or threats of terrorism, of war or of any other unfavourable political occurrence;

− Risks related to image and reputation;

− Risks related to the inability to retain or replace key personnel;

− Risks related to insurance;

− Risks related to the type of management used for certain of the Group’s villages;

− Risks related to potential global health-related catastrophes, such as epidemics;

− Risks related to restrictions in terms of prevention and compliance;

− Risks related to changes in the availability or price of commodities, goods or energy;

− Risks related to changes in regulation;

− Risks related to disputes;

− Financial risks (in particular liquidity risks);

− The preferential subscription rights (“PSR”) market may offer only limited liquidity and may be highly volatile;

− Shareholders who do not exercise their PSRs would see their share of Company share capital diluted;

− The market price of the Company’s shares and ORANEs may fluctuate and fall below the subscription price of the shares and ORANEs issued for the PSR exercise;

− Company shares or shares from the PSR exercise may be sold on the market during the subscription period in the case of PSRs and the shares, or after the subscription period in the case of the shares and ORANEs, and may have an adverse impact on the market price of the Company’s shares and/or on the value of the PSRs and/or the value of the ORANEs;

A-9 − If the market price of the Company’s shares falls, the PSRs and/or the ORANEs may lose value;

− Volatility of the Company’s share price;

− Diverse risks related to the ORANEs;

− The operation could be cancelled in the event of exceptional circumstances.

E. RECENT CHANGES IN FINANCIAL POSITION AND OUTLOOK

1. Sales 1st quarter 2009 (1 November 2008 - 31 January 2009) (unaudited):

st (in millions of st Change 1 quarter 2009 / 1 quarter (1) st euros) 1 quarter 2008 2008 published 2009 Published Comparable (2) Europe (3) 227 227 0.1% 2.5% Asia 41 47 12.9% 5.2% Americas 55 55 0.6% 2.6% Group 323 329 1.9% 3.0%

(1) 1st quarter 2008 restated IFRS 5, excluding Jet tours and Club Med Gym sold in 2008. (2) On a like for like basis (restated for 2008 tour operator resales). (3) Europe: including Club Med World.

2. Financial aggregates at 31 March 2009 (5 months):

Key figures (1) (unaudited) (in millions of euros) 31 March 2008 31 March 2009 (5 months) (5 months) Consolidated sales 631 595 EBITDAR Leisure (2) 121 120 As % of sales 19.2 % 20.1 % Operating income – Leisure 31 28 Operating income – Management of assets (7) (19) Other operating income and expense (10) (14) Operating income (/loss) 14 (5) Financial income (13) (11) Net income (/loss) before taxes 1 (16)

(1) In accordance with IFRS 5, the figures presented exclude Jet tours and Club Med Gym, which were sold in 2008. (2) EBITDAR Leisure: Operating income - Leisure before depreciation, rents and changes to provisions.

A-10 Sales at 31 March 2009 (5 months)

Sales at 31 March 2009 (over 5 months) amounted to 595 million euros as compared to 631 million euros at 31 March 2008, i.e. a decrease of 5.7% in restated terms in accordance with IFRS 5. The like-for-like drop is 5.1%.

The number of customers (over 5 months) amounted to approximately 467,000 at end of March, i.e. a decrease of 7.5%, a change which is in line with a voluntary drop in capacity of 7% at 31 March 2009.

In addition, an important element of the upscale strategy, 4 and 5 trident customers increased by 5.6 % or more than 16,000 customers, also contributing to the average price increase of 3.1%.

RevPAB, revenue per available bed, taking into account the price effect and occupancy rate, increased by 0.9% to 112 euros per hotel day, using like-for-like data.

EBITDAR Leisure and Operating income - Leisure at 31 March 2009 (5 months)

EBITDAR Leisure was 120 million euros at 31 March 2009 as compared to 121 million euros at 31 March 2008.

Operating income - Leisure was 28 million euros as compared to 31 million euros at 31 March 2008. Change in Operating income - Leisure in millions of euros Operating income - Leisure March 2008 31 Impact of volumes (26) Impact of price-mix 7 Drop in fixed costs 19  Mainly an impact of Property costs (3) the productivity programs Operating income - Leisure March 2009 28

The difference of (3) million euros between March 2009 and March 2008 takes into account a negative volume impact of 26 million euros, attenuated by a positive price-mix impact of 7 million euros and in particular by a significant drop in the Group's fixed costs as a result of the strong efforts undertaken as part of the annual productivity programme, which now amounts to 56 million euros in savings as compared to the original forecast of 31 million euros (see section 3.2.3 of the 2008 management report of the Document de Référence).

Operating income - Management of assets at 31 March 2009 (5 months)

Operating income – Management of assets of (19) million euros primarily includes interment of assets, including those of the village of Bora Bora, definitively closed as a result of its weak profitability and the tourism context in this region of the world. It also includes the cost of the permanent villages closed for renovation.

Other Operating Income at 31 March 2009 (5 months)

Other Operating Income of (14) million euros primarily includes 9 million euros in restructuring costs related to the optimisation of the organisation of the village and costs related to the temporary closing of the village of La Caravelle (Antilles) in a context of social crisis. It also incorporates costs related to credit cards (4 million euros).

Financial income and Profit before taxes at 31 March 2009 (5 months)

Financial income benefited from the redemption of the “Océanes 2008” (on 3 November 2008). Profit before taxes, affected by high restructuring costs and asset depreciation, showed a loss of 16 million euros at 31 March 2009.

Debt

Group net debt at 31 March 2009 was 326 million euros.

A-11 3. Winter 2009 (first half year ended 30 April 2009) estimated: Key figures(4) (in millions of euros) 30 April 2008 (1) 30 April 2009 (2) (6 months) (6 months) (estimated) Consolidated sales 755 720 EBITDAR Leisure (3) 136 140 As % of sales 18.0 % 19.4 % Operating income – Leisure 26 26 Operating income – Management of assets (9) (20) Other operating income and expense (12) (17) Operating profit (loss) 5 (11) (1) Reviewed (2) Unaudited (3) EBITDAR Leisure: Operating income - Leisure before depreciation, rents and change in provisions (4) In accordance with IFRS 5 standards, the figures presented exclude Jet tours and Club Med Gym, which were sold in 2008.

Sales for winter 2009 were estimated to be 720 million euros, i.e., a decrease of 4.7%. This estimate incorporates the performance of the first five months and reservations expressed as hotel days recorded for the month of April 2009, up 0.9% (at 25 April 2009). The other elements from the income statement have been reasonably estimated on the basis of the elapsed first five months.

EBITDAR Leisure amounted to 140 million euros as compared to 136 million euros for winter 2008. In percentage of sales, EBITDAR Leisure was up 1.4 points, increasing from 18.0% to 19.4%.

Operating income - Leisure for winter 2009 was unchanged at 26 million euros.

4. Outlook:

Reservation levels for the 2009 summer season (May-October), at 25 April 2009, by issuing market

Cumulative at 25 April 2009 as compared to Summer as compared to Summer (sales on like-for-like basis) 2008 2007 Europe - 17.8% -7.4% Americas - 20.3 % -10.5% Asia - 6.6 % -1.0% Total Club Med - 17.2% -7.1%

Summer Capacity 2009 -6.4% -8.4%

The above numbers reflect clients’ late booking phenomenon in an uncertain economic environment.

Strengthened measures to confront the economic crisis

In the prevailing context of the economic crisis, the measures presented in December 2008 have been strengthened.

− Continuing reductions in capacity: hotel capacity will be adjusted downwards by more than 6% over the year including a 6.8% drop over the winter season;

− Capital expenditure confirmed down over the current financial year to 50 million euros (of which 30 million euros over the first six months) and revised down for the next financial year to 35 million euros as compared to the announced 50 million euros. These investment levels include maintenance investments of approximately 25 million euros, a standard level allowing proper maintenance of the recently renovated group of villages;

− At the same time, the Group confirms its objective to sell approximately 45 million euros of assets in the current financial year (of which 10 million euros already completed over the first six months of 2009) and approximately 50 million euros in the upcoming financial year.

A-12 − Strengthened productivity measures for structural costs, increasing from the announced 31 million euros announced in December 2008 to 56 million euros over fiscal year 2009, of which approximately 20 million euros already completed over the first six months.

F. PRINCIPAL SHAREHOLDERS

Amount and distribution of share capital and voting rights of Club Méditerranée as of 30 April 2009 As of 30 April 2009, the share capital of Club Méditerranée is of 77,511,620 euros; is split into 19,377,905 shares each with a nominal value of 4 euros, representing 19,850,685 voting rights distributed as follows:

Shareholders Number of % of capital Number of % of voting shares voting rights rights (***) Fipar International (Caisse de Dépôt et de 2,081,140 10.7% 2,081,140 10.5% Gestion)(*)(**)

GLG Partners LP 1,902,200 9.8% 1,902,200 9.6%

Accor(**) 1,162,630 6.0% 1,162,630 5.9%

KBL Europe Private Bankers 961,398 5.0% 961,398 4.8%

KBL Richelieu Gestion 955,978 4.9% 1,252,456 6.3%

Rolaco Group (*)(****) 909,577 4.7% 909,577 4.6%

Susquehanna Ireland Ltd 907,252 4.7% 907,252 4.6%

Nippon Life 769,731 4.0% 769,731 3.9%

Air France Finance(**) 387,160 2.0% 387,160 2.0%

French institutionals 2,791,730 14.4% 2,867,067 14.4%

Foreign institutionals 4,333,180 22.4% 4,405,756 22.2%

General public and other 1,896,353 9.8% 1,924,742 9.7%

Employees 25,691 0.1% 25,691 0.1%

Treasury shares 293,885 1.5% 293,885 1.5%

Total 19,377,905 100.00% 19,850,685 100.00% (*) The members of the board of directors hold 2,990,717 shares (i.e. 15.4% of the Company’s share capital and 15.1% of the Company’s voting rights). (**) Fipar International, Accor and Air France Finance are parties to a shareholders’ agreement concluded on 9 June 2006, described in the Document de Référence and on the AMF’s website. (***)Voting rights updated as at 30 April 2009 based on the declaration found on the Company’s website. (****)Abanat Limited et Compagnie européenne de Promotion (C.E.P.) S.A.

II INFORMATION CONCERNING THE OPERATION AND PROVISIONAL SCHEDULE

Issuance of new shares

Number of new shares to be 6,459,301 new shares (“New Shares”) on the basis of 1 New Share per 3 issued and Amount of issue existing shares, i.e., a total share capital increase, issue premium included, of 51,028,478 euros, that may be increased to a maximum of 6,500,000 New Shares, i.e., a maximum capital increase, issue premium included, of 51,350,000 euros, in the event that all the exercisable stock options1 are

1 Less the 269,900 stock options that the members of the general management board agreed not to exercise before 23 May 2009 at 11:59 p.m.

A-13 exercised by their beneficiaries (the “Stock Options”) before 23 May 2009 at 11:59 p.m. Subscription price of New The subscription price of a New Share is 7.90 euros, i.e. an issue premium Shares of 3.90 euros per New Share. This price of 7.90 euros per New Share corresponds to a face discount of 39.1% on the closing price of the Company share on Euronext Paris on 5 May 2009 (12.98 euros). Vesting date of New Shares The New Shares carry immediate rights equivalent to those of existing shares.

Issuance of equity redeemable bonds

Issue amount 50,978,794 euros, may be increased to 51,300,000 euros in the event that all the stock options are exercised by their beneficiaries before 23 May 2009 at 11:59 p.m. Number of bonds 5,962,432 bonds redeemable in new or existing shares (each being an “ORANE”), that may be increased to 6,000,000 ORANEs in the event that all the stock options are exercised by their beneficiaries before 23 May

2009 at 11:59 p.m. Nominal unit value of ORANEs 8.55 euros ORANE issue price and issue Nominal price i.e., 8.55 euros per ORANE, payable in full on the issue date date (corresponding to the settlement date), on 8 June 2009 (the “Issue Date”) Start of entitlement of shares The new shares to be issued as ORANE redemptions will carry the same issued as ORANE redemptions current dividend rights as existing shares as soon as they are issued.

ORANE redemption ratio and Each ORANE will be redeemed on the basis of one new or existing share adjustment of the ORANE with a par value of 4 euros, subject to subsequent adjustment. redemption ratio

Redemption at ORANE The ORANEs will be fully redeemed in new or existing shares, at the maturity Company’s discretion, on 8 June 2012 (the “Maturity Date”).

Loan period 3 years.

Early redemption of ORANEs ORANE holders (the “ORANE Holder(s)”) may, at any time from 8 June at Holders’ request 2009 and until the Maturity Date, request the early redemption of ORANEs.

Interest rate Each ORANE will carry an annual interest rate of 5% calculated from its Issue Date until the date of its full redemption, payable when due on 8 June of each year (each of these dates known as an “Interest Payment Date”) with the first payment being on 8 June 2010.

The ORANEs have an annual interest rate of 5% and have the advantage of being converted into shares at any time. At the date of the issuance, the redemption ratio is 1 new or existing share per ORANE. This ratio can be adjusted in accordance with the legal and regulatory conditions recalled in the Note d’Opération as well as in the event of the distribution of a dividend. As the ORANEs are issued at a subscription price that is higher than that of the New Shares, due to the annual interest rate attached to them, an ORANE holder who requests redemption in shares before maturity will lose its annual remuneration, even though he or she paid a subscription price that is higher than that of the share. Moreover, the ORANE holder has no voting right during the life of the ORANE.

A-14 Context

The Group is finalising its upscale repositioning strategy, reflected in its 2008 results by improved operating profitability and gains in the number of target upscale customers despite a context disrupted by economic and financial crises.

In a still difficult economic and financial environment, the Group intends to continue implementing its strategy aimed at being the worldwide specialist in upscale, all-inclusive, friendly and multi cultural vacations.

The purpose of issuing the New Shares and ORANEs is to strengthen the Company’s balance sheet structure by improving its gearing (net indebtedness compared with equity) and liquidity and to guarantee that it has satisfactory access to financing markets.

The proceeds from the issue of the New Shares and ORANEs as well as its continuing program of asset sales will allow the Group to partly meet its refinancing needs with the first due dates in 2010.

The issue of New Shares and ORANEs is accompanied by an array of financial, operational and strategic measures, which the Group has already launched and will actively pursue:

− a productivity plan; − a reduction in investment; − a program of disinvestment/disposals; and − the optimisation of working capital requirements.

Gross proceeds from the issue of New Shares and ORANEs

Gross proceeds from the issue of the New Shares and ORANEs amount to 102 million euros and may increase to 103 million euros in the event that the stock options are exercised before 23 May 2009 at 11:59 p.m.

Estimated net proceeds from the issue of New Shares and ORANEs

Net proceeds from the issue of the New Shares and ORANEs should amount to approximately 98 million euros and may increase to 99 million euros in the event that the stock options are exercised before 23 May 2009 at 11:59 p.m.

Preferential subscription rights (“PSR”)

To each existing share, both PSRs to New Shares and PSRs to ORANEs will be attached, in the following proportions:

Subscription to the New Shares and ORANEs will be preferentially restricted to: − holders of existing shares that are recorded in their accounts at the end of the business day 11 May 2009 as well as holders of shares resulting from the exercise of stock options before 23 May 2009 at 11:59 p.m, or

− assignees of PSRs to New Shares and assignees of PSRs to ORANEs.

PSR holders may subscribe, from 11 May 2009:

o by right, on the basis of:

(i) 1 New Share per 3 existing shares held and

(ii) 4 ORANEs per 13 existing shares held;

o for any number of excess New Shares and ORANEs they wish, over and above those they receive in exercise of their PSR by right.

A-15 Theoretical value of the PSRs

Based on the closing price of the Company’s shares on 5 May 2009 and a ratio of 1 New Share per 3 existing shares, and taking into account the value of the PSRs to ORANEs, the theoretical value of the PSRs to New Shares is 1.03 euros.

Based on the closing price of the Company’s shares on 5 May 2009 and a ratio of 4 ORANEs per 13 existing shares, and taking into account the value of the PSRs to New Shares, the theoretical value of the PSRs to ORANEs is 0.92 euros.

PSR exercise procedure

To exercise their PSRs, holders must apply to their authorised financial intermediary any time between 11 May 2009 and 26 May 2009, inclusive, and pay the corresponding subscription price. Unexercised PSRs will be automatically null and void at the expiry of the subscription period, on 26 May 2009.

Listing of New Shares and ORANEs

The New Shares will be admitted for trading on Euronext Paris on the same line as the existing shares (mnemonic: CU and ISIN code: FR0000121568) from their anticipated date of issue, on 8 June 2009.

The ORANEs will be admitted for trading on Euronext Paris (mnemonic: CUORA and ISIN code: FR0010756023) from their anticipated date of issue, on 8 June 2009.

Listing of shares issued after ORANE redemptions and rating

The new shares that will be issued on redemption of ORANEs will be admitted to Euronext Paris on the same line as the existing shares and will have rights equivalent to existing shares (mnemonic: CU and ISIN code: FR0000121568).

Commitments of the Company’s principal shareholders

− Fipar International Fipar International (Caisse de Dépôt et de Gestion), which currently holds 2,081,140 Company shares representing 10.74% of the Company’s share capital and 10.5% of its voting rights, has irrevocably and unconditionally undertaken to directly subscribe, both irreducible right to subscribe and by right subject to reduction (à titre irréductible et à titre réductible), as applicable, (i) the issuance of New Shares in the amount of 10 million euros, representing 1,265,823 New Shares, and (ii) the issuance of ORANEs in the amount of 30 million euros, representing 3,508,772 ORANEs.

− Rolaco Group The Rolaco Group (Abanat Limited et Compagnie Européenne de Promotion (C.E.P.) S.A.), which currently holds 909,577 Company shares representing 4.69% of the Company’s share capital and 4.6% of its voting rights, has irrevocably and unconditionally undertaken to subscribe by irreducible right to subscribe (à titre irréductible) to the issuance of New Shares and the issuance of ORANEs in the amount of its holding in the Company’s share capital.

− Air France Finance Air France Finance, who currently holds 387,160 of the Company’s shares, representing 2.00% of the Company’s share capital and 2.00% of its voting rights, has irrevocably and unconditionally undertaken to subscribe, directly and by irreducible right to subscribe (à titre irréductible), the issuance of New Shares and the issuance of ORANEs in the amount of its holding in the Company’s share capital.

Non-shareholder subscription commitments

− Caisse des Dépôts et Consignations The Caisse des Dépôts et Consignations, which currently does not hold any Company shares, has undertaken, under

A-16 certain conditions, to subscribe, directly or through one or more entities of its group that would substitute for it, up to a total maximum amount of 20 million euros representing 2,531,646 New Shares, New Shares that would remain unsubscribed at the end of the centralisation period for by-right and excess (à titre irréductible et à titre réductible) PSR holder subscriptions. The Caisse des Dépôts et Consignations may be released however from its subscription obligations in certain cases indicated in section 6.3.3 of the Note d’Opération.

− Crédit Agricole S.A. Crédit Agricole S.A., which currently does not hold any Company shares, has irrevocably and unconditionally undertaken to subscribe, directly or through one or more entities of its group under its exclusive control, up to a total amount of 10 million euros, distributed between 632,911 New Shares and 584,795 ORANEs, the New Shares and ORANEs that would remain unsubscribed at the end of the centralisation period for subscriptions by irrevocable right to subscribe and by right subject to reduction (à titre irréductible et à titre réductible), on the settlement-delivery date and at the subscription price.

Reduction and information concerning subscriptions by shareholders and non-shareholders As applies to all shareholders, Fipar International’s subscription order by right subject to reduction (à titre réductible) will be served within the limit of its request for ORANEs and in proportion to the number of PSRs exercised by irrevocable right to subscribe (à titre irréductible). In the event that the subscription commitments of the two non-shareholder investors abovementioned are greater than the number of New Shares and/or ORANEs effectively unsubscribed by irrevocable right to subscribe or by right subject to reduction (à titre irréductible ou réductible), the subscriptions of the non-shareholder investors will be reduced in proportion to their respective subscription commitments. Such reduction will relate to the ORANEs and/or the New Shares, depending on these two products’ subscription levels. None of the subscription commitments described above constitute a performance bond in the sense of Article L. 225- 145 of the French Commercial Code. Total amount of Subscription Obligations Subscription applications by shareholders and non-shareholders at the date of this Prospectus represent 75.3% of the New Shares and 75.3% of the ORANEs.

Intention of other shareholders holding more than 5% of the Company share capital

Accor notified the Company that it would not subscribe to the New Shares and ORANEs issues. The Company has no knowledge of the intentions of its other shareholders holding more than 5% in its share capital.

Management agreement

On 6 May 2009, the Company entered into a management agreement with CALYON and NATIXIS, in their capacity as Joint Lead Managers and Joint Book Runners, pursuant to which CALYON and NATIXIS will provide for the coordination and management of the transaction and will request the interest of shareholders and acquirers for the PSR to the New Shares and ORANEs. However, CALYON and NATIXIS do not guarantee the issuance of the New Shares and ORANEs. Abstention and holding commitment by the Company

150 day commitment by the Company as from the date of settlement-delivery of the New Shares and ORANEs, subject to certain exceptions described in the Note d’Opération.

Dilution

The impact of the issue of the New Shares and ORANEs on the Group’s share of shareholders’ equity, for an holder of one Club Méditerranée share prior to the issue of the New Shares and ORANEs and the ORANE redemptions, calculated on the basis of the Group’s share of consolidated shareholders’ equity at 31 October 2008 (as shown in the audited consolidated financial statements as at 31 October 2008) and on the number of shares comprising the Company's share capital at the date of the Prospectus is as follows:

A-17

Proportion of consolidated shareholders’ equity Undiluted basis Diluted basis(1)

Before issuance of the New Shares and ORANEs 22.4 euros 27.2 euros After issuance of the New Shares and ORANEs and redemption of 16.9 euros 20.7 euros all ORANEs in shares After issuance of maximum number of New Shares and ORANEs 16.9 euros 20.6 euros and redemption of the maximum number of ORANEs issued in new (2) or existing shares

(1) The calculations assume that all the stock and/or share purchase options are exercised, the allocation of all of the free shares of free share plans and the conversion in to new shares or the exchange into existing shares of all the Océanes 2004 outstanding at the date of the Prospectus;

(2) In the event that all the exercisable stock options are exercised, less the 269,900 stock options that the members of the general management board agreed not to exercise before 23 May 2009 at 11:59 p.m.

The impact of the issuance of the New Shares and ORANEs on the holding of a shareholder owning 1% of the share capital prior to the issuance of the New Shares and ORANEs and of the ORANE redemptions, calculated on the basis of the number of shares comprising the share capital at the date of the Prospectus, is as follows:

Holding of a shareholder in the Company’s share capital

Undiluted basis Diluted basis(1)

Before issuance of the New Shares and ORANEs 1% 0.82% After issuance of the New Shares and ORANEs and redemption of 0.61% 0.54% all ORANEs in new shares After issuance of the maximum number of New Shares and 0.61% 0.54% ORANEs and redemption of the maximum number of ORANEs issued in new shares(2)

(1) The calculations assume that all the stock and/or share purchase options are exercised, the allocation of all of the free shares of free share plans and the conversion in to new shares of all the Océanes 2004 outstanding at the date of the Prospectus;

Countries in which the offer will be available

The subscription offer will be open to the public only in France.

Distribution plan Distribution of the Prospectus and/or the sale, subscription or purchase of the Company’s New Shares and ORANEs may be, in certain countries, subject to specific regulations. Persons in possession of the Prospectus must seek information about any potential restrictions arising from local regulations and must comply with them.

Financial intermediaries

Shareholders holding shares in registered or bearer form: subscriptions will be received until 26 May 2009 by the financial intermediaries holding their account.

A-18 Shareholders holding shares in full registered form (nominatif pur): subscriptions will be received by CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09 until 26 May 2009.

The central depository in charge of preparing the funds deposit certificate recording the completion of the capital increase: CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09. Joint Lead Managers and Joint Bookrunners

CALYON 9, quai du Président Paul Doumer 92920 Paris la Défense Cedex

NATIXIS 115, rue Réaumur 75002 Paris

Provisional schedule

6 May 2009 AMF Visa on the Prospectus Execution of the management contract and the subscription commitments 6 May 2009 Publication by the Company of a press release describing the principal characteristics of the issuance

Publication by Euronext Paris of the issuance notice 8 May 2009 Publication of a notice to beneficiaries of stock options and of share purchase options regarding the suspension of exercise rights for stock options and share purchase options and publication of a notice to Océanes holders. 11 May 2009 Subscription period opened – detachment and start of trading of the PSRs to New Shares and of the PSRs to ORANEs on Euronext Paris 24 May 2009 Start of the suspension period of the exercise rights for stock options and share purchase options

26 May 2009 Subscription period closed - end of the PSR listing 4 June 2009 Publication by Euronext Paris of a notice of admittance for the New Shares and ORANEs indicating the final amount of the capital increase and the distribution basis for subscriptions for excess shares. 8 June 2009 Issuance and listing of the New Shares and ORANEs on Euronext Paris

Settlement-delivery 11 June 2009 Publication of the half-year financial statements at 30 April 2009 31 July 2009 at the latest End of the suspension period of the exercise rights for the stock options and share purchase options

III. ADDITIONAL INFORMATION

Documents available to the public

The legal and corporate documents relating to Club Méditerranée, to be available to the public in accordance with applicable regulations, may be consulted at the Company’s registered office.

A-19 Investor Contact

Ms Caroline Bruel Director of Investor Relations and Financial Communication 11, rue de Cambrai - 75019 Paris Tel. : +33 (0)1 53 35 30 75 Fax. : +33 (0)1 53 35 32 73 Email : [email protected]

A-20 1. PERSONS RESPONSIBLE FOR THE PROSPECTUS

1.1. Person responsible for the Prospectus

Mr Henri Giscard d’Estaing

Chairman and CEO

1.2. Declaration by the person responsible for the Prospectus

"I hereby certify, having acted with reasonable due care, that the information contained in this Prospectus reflects, to the best of my knowledge, the reality and no omissions have been made that are likely to have a bearing thereon.”

Henri Giscard d’Estaing

Chairman and CEO

1.3. Person responsible for investor relations

Ms Caroline Bruel Director of Investor Relations and Financial Communication 11, rue de Cambrai - 75019 Paris Tel. : +33 (0)1 53 35 30 75 Fax. : +33 (0)1 53 35 32 73 Email : [email protected]

1.4. Auditors

• Statutory auditors:

o Ernst & Young Audit SA Tour Ernst & Young, Faubourg de l’Arche, 11 allée de l’Arche, 92037 Paris-La Défense cedex o Deloitte & Associés 185, avenue Charles de Gaulle, 92524 Neuilly sur Seine Cedex.

• Alternates auditors:

o Auditex Tour Ernst & Young, Faubourg de l’Arche, 92037 Paris La Défense Cedex o BEAS 185, avenue Charles de Gaulle, 92524 Neuilly sur Seine Cedex.

A-21 2. RISK FACTORS RELATING TO THE COMPANY AND THE OPERATION THAT MAY HAVE A SIGNIFICANT IMPACT ON THE SECURITIES OFFERED

Investment in the securities of the Company carries risks. These risks are on the one hand related to the Group and on the other related to the operation that is the subject of this Prospectus. The risk factors described below update and complete the risk factors included in the Document de Référence. Investors should take into account the risk factors contained in this Prospectus before making their decision to invest in the Company’s securities. All significant risks that the Company has identified at the date of the Prospectus are described below. However, other risks and uncertainties that are not yet known by the Company or that it currently considers not significant may also have an unfavourable effect on its business. If one or more of such risks were to materialise, its activities, financial position, results and outlook could be significantly impacted. In such an eventuality, the share price of the Company’s securities could fall and investors could lose all or part of the amount they invested in the Company’s securities.

2.1 Group-related risk factors The specific risk factors related to the Group are described on pages 25 to 27 of the Document de Référence. The risk factors described below significantly update and supplement these risks and the financial risks in Note 19 of the Appendix to the Group consolidated financial statements appearing on pages 115 to 118 of the Document de Référence.

2.1.1 Risks related to the Group’s activities

Risks related to global economic conditions

Club Méditerranée is one of the world leaders in “all-inclusive” vacation packages, and is active in over 40 countries.

The Group’s activity involving the operation of holiday villages is particularly sensitive to the general economic environment. During periods of economic crisis, such as we are currently experiencing, households tend to reduce their level of leisure and tourism expenses in favour of other, less costly, types of holidays or holiday villages. Companies themselves also tend to reduce their expenses by limiting the number of conferences or favouring less distant travel.

The Group is also exposed to the consequences of economic crises and declines in consumption resulting in a drop in attendance at the Group’s holiday villages, and consequently a decline in its revenue, as well as a worsening of its results, its financial situation and its prospects.

Competition-related risks

The Group is active in highly competitive markets, for which distinctive factors include brand reputation, company image, service prices and quality. Although the Group is constantly seeking to enhance the reputation of its brand through advertising campaigns and promotional activities, as well as through the excellence of its services, it must address growing competition.

Therefore, the Group has set as a priority becoming a global specialist in high-end, complete-package, enjoyable and multi-cultural holidays that enhance its differentiation and that position it in a niche market that is more difficult to penetrate. However, this specialist position may be threatened by a brand competitor, and holiday clubs with complete, high-end holiday packages.

In the current economic context, the Group’s competitors might also lower their prices.

Such factors might negatively affect the group’s revenue, financial situation, income and prospects.

Climate-related risks

A-22 The Group’s activities relating to the operation of holiday villages is especially sensitive to one-off weather conditions. It may also be affected by more general unfavourable climate conditions, such as too-little snow or rainy summers.

The Group is also subject to major climate risks, such as natural disasters (for example, hurricanes or tornadoes in North America and the Caribbean, tsunamis in Indonesia, etc.).

Unfavourable climate conditions and natural disasters may have significant consequences on demand for the Group’s holiday villages, and of course on its revenue, income and financial situation.

Seasonal risks

The Group earns an increasing share of its revenues during the winter and summer school holidays. As a result, the negative impact on the Group of any event occurring during these periods is considerably amplified.

Risks related to acts or threats of terrorism, of war or of any other unfavourable political occurence

The Group’s presence in over 40 countries increases its exposure to geopolitical risks around the world, even to the extent that it limits its exposure to particularly high-risk zones; the Group favours more flexible operating methods, such as management agreements.

The Group’s activities are also subject to numerous risks and uncertainties such as political, economic or social disturbances, changes in tax regimes, and the implementation of investment and monetary restrictions, which might affect its ability to engage in an activity in these markets.

Similarly, acts of terrorism or an outbreak of war, the impact on consumer confidence and tourism resulting from threats of terrorism or war, or any other unfavourable political disturbance, might have a negative effect on consumer propensity to travel to certain of the Group’s holiday villages. These disruptions and other economic and political disturbances in the Group’s markets might have a negative impact on the Group’s revenues, income, financial situation and prospects in these markets.

Moreover, the Group cannot guarantee the absence of strikes, or any other local social actions. Any prolonged social conflict might have an impact on the Group’s revenues in the markets in question, such as the general strike in the Antilles in January 2009.

Risks related to image and reputation

The Group’s reputation and image may at any time be significantly weakened by one-off incidents occurring at a holiday village. Such a threat to the group’s image might potentially have negative effects on its revenue, financial situation, income and prospects.

Risks related to the inability to retain or replace key personnel

In order to develop, support and operate its villages, the Group must hire and retain the loyalty of qualified employees with specific expertise. The inability to hire or retain key personnel or the unexpected loss of experienced employees, creating management and administrative discontinuity, might slow implementation of the Group’s strategic development plans and have a negative impact on its prospects.

Risks related to the type of management used for certain of the Group’s villages

The Group does not own all its villages. Some are leased by the Group, which operates them directly. Others are operated within the framework of management agreements; the owner provides for operation of the village with its own personnel, while the Group’s personnel only contribute to the functions related directly to customers. In these villages, then, the Group does not have the same level of control as in villages operated in full ownership, specifically with regard to compliance by the owners or the Group’s partner operators with the various laws, regulations, and Group internal rules applicable to the activities carried out at those villages.

A-23 Risks related to insurance

The Group’s policy regarding insurance is described in Paragraph 4.4 of the Document de Référence. Coverage implemented by the Group might be insufficient or inadequate and the Group might not able to renew the corresponding policies at the appropriate time, or renew them under economically acceptable conditions.

This might have a negative impact on the Group’s results and financial situation.

2.1.2 Risks related to the environment, health and safety

Risks related to potential global health-related catastrophes, such as epidemics

The occurrence of an epidemic or the fear that one might occur are likely to have a negative effect on attendance at the Group’s holiday villages and, as applicable, on the Group’s revenue, financial situation and/or income, specifically because of the high cost of the extraordinary health measures that must be taken to limit the effects of this type of event. In 2003, the Severe Acute Respiratory Syndrome (“SARS”) epidemic resulted in a significant decline in demand at Asian holiday villages. This decline resulted in a corresponding decline in the Group’s revenue at this destination. Currently, the fear of a pandemic linked to the possible spread of the Mexican swine flu virus is now, in the same way, likely to result in a decline in the number of vacationers hosted by holiday villages operated by the Group, as well as the temporary closures of villages. Within this context, marketing of the Cancun Yucatan village has been suspended until May 2009, and the Ixtapa Pacific village is reserved solely for the local market.

Risks related to restrictions in terms of prevention and compliance The Group’s activities result in risks relating to the management of waste and waste water resulting from the operation of holiday villages, as well as technical facilities typically present at a holiday village. The Group must also comply with, and ensure compliance with, the applicable safety rules within the context of the activities, especially athletic ones, it offers its customers.

The procedures and resources implemented to ensure compliance by the Group’s activities with the laws and regulations relating to sanitation, safety and the environment, as applicable in the Group’s various areas of activity, represent a significant cost which might increase with the proliferation of rules that are becoming increasingly restrictive. These could have a negative impact on the Group’s income and prospects.

Risks related to changes in the availability or price of commodities, goods or energy

A non-negligible proportion of the Group’s operating expenses is due to raw materials. A sharp increase in the prices of raw materials could have an unfavourable effect on the resale price of the services provided by the Group.

Holiday villages also consume a great deal of energy. A sharp increase in the price of energy over a long period of time and changes in energy taxes and regulations in certain countries could have an unfavourable effect on the Group’s operating expenses. Similarly, the Group might not be capable of passing on to its customers the entire increase in oil prices for travel purchases (purchase/ sale of airfares).

2.1.3 Legal risks

Risks relating to changes in regulation

Given the nature of its activity and operations in numerous countries, the Group is subject to different and evolving laws and regulations, which are sometimes contradictory, in numerous areas (safety, sanitation and environment, tourism, transportation, taxes, etc.). The application of these laws and regulations might be sources of operational difficulty and could lead to litigious situations with suppliers, owners, personnel, or local governments.

In addition to the fact that changes in laws and regulations applicable to the group’s entities in the countries where it is active might, in certain cases, be likely to restrict the Group’s development capacities, they might

A-24 require significant expenditures to ensure compliance, which could have a negative impact on the Group’s income and prospects.

Risks related to disputes

The Group is party to a certain amount of litigation and might, in the future, be involved in legal proceedings likely to give rise to payment of significant sums of money.

Within the context of such legal proceedings, the Group might be forced to pay damages and interest; these payments, added to the loss of reputation resulting from a conviction, would be likely to negatively affect the Group’s income and financial situation.

2.1.4 Financial risks

Given its activities, the Group is exposed to various types of financial risk, such as market risk (specifically exchange rate risk and interest rate risk), credit risk and liquidity risk. A description of the financial risks appears in Note 19 of the Note to the Group’s consolidated financial statements, on pages 115 to 118 of the Document de Référence.

The Group may be required to use derivative financial instruments to limit its exposure to exchange rate risk relating to its activity, and to interest rate risk corresponding to its variable-rate debt, as well as to reduce its exposure to these risks. These instruments are essentially implemented to hedge its exposure to exchange rate risk on futures transactions. The Group’s Treasury Department identifies, values, manages and hedges financial risks centrally, in accordance with policies approved by the Audit Committee.

The hedging policies of these risks implemented by the Group might be found to be insufficient or inadequate. This could have a negative impact on the Group’s income and financial situation.

The liquidity risk as shown in the Document de Référence is updated below at 31 March 2009:

30.04.08 31.10.08 31.03.09 Cash and cash equivalents: 85 152 84 - of which CMSA 45 102 36 - of which subsidiaries 40 50 48 Non-drawn credit lines: 141 136 22 - of which LCS 120 120 - -of which unconfirmed lines 21 16 22 Total 226 288 106

For greater precision with regard to the liquidity risk on the financial debt and covenants, refer to the notes to the Consolidated Accounts – 19.5 Liquidity Risk, included in the Document de Référence.

As of 30 April 2009, the Group forecasts it will adhere to the banking covenants (the most restrictive) concerning the syndicated credit line of 120 million euros: • Off-balance sheet commitments < 200 million euros • Gearing < 1 • Leverage (net debt / EBITDA Leisure (1)) < 3.0 • Fixed charge cover > 1.45

The ratios concerning the covenants are calculated every six months on a sliding 12-month basis.

The Leverage and Fixed Charge Cover levels to be met on a half-yearly basis, up to the payment date for the line in June 2010, are those mentioned above: • Leverage (net debt / EBITDA Leisure (1)) < 3.0 • Fixed charge cover > 1.45

A-25 (1) EBITDA Leisure: Operating income – Leisure before depreciation, amortization and changes in provisions.

To satisfy these covenants over the next closings, the Group identified an action plan that included the current issuance of New Shares and ORANEs and a plan to cut costs by 56 million euros over fiscal year 2009 as well as a plan to assign 84 million euros over the next twelve months.

A delay in carrying out the action plan and/or a significant drop in business due to the current economic climate could have made the syndicated credit line payable as from 31 October 2009 in the absence of the current issuance.

The principle debt reaching maturity in the coming two years are the syndicated credit line for an amount of 120 million euros in June 2010 and the Océanes 2004 for an amount of 150 million euros in November 2010.

2.2 Risk factors related to issued securities

The market in preferential subscription rights (“PSR”) may have limited liquidity and high volatility. No assurance can be given that a market in PSRs for the New Shares and the ORANEs will develop. If this market does develop, the PSR may be subject to higher volatility than the Company’s existing shares. The market price of the PSR will depend in particular on the market price of the Company’s shares. If the market price of the Company’s shares drops, the PSRs could see their value reduced. Holders of PSRs who do not wish to exercise their PSRs may not be able to sell them on the market. Shareholders not exercising their PSRs could see percentage interest in the Company’s share capital diluted Shareholders not exercising their PSRs would see their percentage share in the share capital and voting rights in the Company diluted. Shareholders choosing to sell their PSRs might find that the proceeds of such sales may not be sufficient to offset this dilution. The market price of the Company’s shares and ORANEs could fluctuate and fall below the subscription price for the shares and ORANEs issued upon the exercise of PSR The market price of the Company’s shares and ORANEs during the PSR trading period may not reflect the market price of the Company’s shares on the date that the New Shares were issued. The Company’s shares may be traded at prices below the market price prevailing at the launch of the operation. No assurance can be given that the market price of the Company’s shares and ORANEs will not fall below the subscription price of the shares and ORANEs issued for the PSR exercise. If such a price fall occurs after holders exercise their PSRs, they will suffer a loss if they immediately sell their New Shares or ORANEs. Accordingly, no assurance can be given that, subsequent to the exercise of PSR, the investors will be able to sell their shares in the Company or ORANEs at a price which is equal or superior to their share or ORANE exercise price. Sales of the Company’s shares and PSRs could take place on the market during the subscription period, in the case of shares and PSRs, or after the subscription period, in the case of shares and ORANEs, and such sales could have a negative impact on the market price of the Company’s shares and/or on the value of the PSRs and/or the value of the ORANEs. The sale of the Company’s shares or PSR or ORANEs on the market, or the impression that such sales could take place during the subscription period in the case of PSRs and shares, or after the subscription period in the case of shares and ORANEs, may have an adverse impact on the market price of the Company’s shares and/or on the value of the PSRs and/or the value of the ORANEs. The Company cannot currently determine the effect that the sale of shares and/or PSRs by its shareholders and/or ORANE Holders would have on the market price of the shares and/or value of the PSR and/or the value of the ORANEs.

In the event of a decrease in the market price of the Company’s shares, the PSR could lose their value The market price of the PSRs and ORANEs depends in particular on the market price of the Company’s shares. A fall in the market price of the Company’s shares may have an adverse impact on the value of the PSRs during the subscription period and on the value of the ORANEs after their admittance to trading. Volatility in the price of the Company’s shares and of the ORANEs

A-26 During the last few years, significant fluctuations have occurred on stock markets which often had little to do with the results of the companies whose shares or bonds are traded on these markets.

These market fluctuations and economic conditions (in particular given the current financial crisis) could increase the volatility in the price of the Company’s securities. The price of the Company’s securities could fluctuate significantly in response to various factors and events, impacting the Company, its competitors or the financial markets in general. The price of the Company’s securities could therefore fluctuate markedly in response to various factors and events, among which could be:

o changes in market liquidity for the Company’s shares;

o changes in the Company’s financial results or those of its competitors from one period to another;

o the Company’s financial or operating results being different from investors’ or analysts’ expectations;

o changes in analysts’ recommendations or forecasts;

o changes in general market or economic conditions;

o the adoption of any new law or regulation or any change in the interpretation of existing laws and regulations relating to the Company’s business activity;

o market fluctuations;

o delays in completing development operations due to local planning requirements or altered work schedules;

o new developments concerning the Group’s business activities; or

o announcement by the Company of external growth operations.

ORANEs are complex financial instruments that are not necessarily suitable for all investors Investors must have sufficient knowledge and experience of financial markets and knowledge of the Company to assess the benefits and risks of investing in the ORANE issue, as well as knowledge of and access to analysis instruments in order to evaluate these benefits and risks in the context of their own personal financial circumstances. ORANEs are not suitable for investors who are not familiar with the concept of normal amortization or early amortization at the request of the ORANE Holder, or other financial processes, such as redemption in new Company shares, and similar concepts governing this type of financial instrument. Investors must also ensure that they have sufficient financial resources to support the risks inherent in the subscription or acquisition of ORANEs and that this type of financial instrument is appropriate to their personal circumstances.

It is not certain that a market will develop for the ORANEs A request has been made to admit the ORANEs for trading on Euronext Paris. However, there is no guarantee that an active market will develop for the ORANEs or that the ORANE Holders will be able to sell them on a secondary market. If such a market develops, there is no guarantee that the ORANEs will not be subject to high volatility. If an active market does not develop, the liquidity and price of the ORANEs will be impacted. The market price of the ORANEs will depend, in particular, not only on the market price and volatility of the Company’s shares as described above, but also on interest rates in the markets, the Company’s credit risk, changes in the markets’ assessments of the Company, and the level of dividends paid by the Company. Thus, an increase in interest rates or any change in real or perceived credit risk could have an adverse impact on the market price of the ORANEs. There exists no obligation to constitute a market for the ORANEs.

A-27 The market price of the ORANEs will depend on many factors The market price of the ORANEs will depend, in particular, on the market price and volatility of the Company’s shares, on interest rate levels in the markets, the Company’s credit risk, changes in the markets’ assessments of the Company. Thus, a fall in the market price and/or volatility in Company shares, a rise in interest rates or any change in real or perceived credit risk, could have an adverse impact on the market price of the ORANEs.

Proceeds from ORANEs may be subject to withholding tax Currently, neither redemptions nor interest related to ORANEs are liable to withholding tax (see section 5.17.2). If such a withholding regime were to be implemented, the Company would not be obliged to increase its payments in respect of the ORANEs to compensate for it.

ORANEs are subject to limited financial restrictions The Company reserves the right to choose to issue new financial securities, including other bonds, which may represent significant amounts, to grow the Company’s debt and reduce the Company’s credit quality. The ORANE terms and conditions do not oblige the Company to maintain financial ratios or specific equity levels, sales, cash flow or liquid assets and, consequently, they do not protect ORANE Holders if the Company’s financial position were to deteriorate.

Some ORANEs Holders may face foreign exchange risk The Company will make the payments due under the ORANEs in euros. This could present foreign exchange risk if the ORANEs Holder’s financial activities are carried out principally in a currency or currency unit other than the euro. This includes the risk that exchange rates could fluctuate considerably (including fluctuations due to devaluations of the euro or upward valuations of the ORANEs Holder’s currency) and the risk that the authorities of the countries of the currencies concerned may impose or modify exchange rate controls. A rise in the value of the ORANEs Holder’s currency against the euro would reduce, in terms of the Holder’s currency, the value of the payments received under the ORANEs (interest, early redemption), the market value of the ORANEs and therefore the return the Holder receives from his/her ORANEs. Governments and monetary authorities may impose (as some have done in the past) foreign exchange controls that could affect the applicable exchange rate. Consequently, ORANE Holders could receive an amount in interest that is less than anticipated, or indeed none.

Restriction of ORANE Holders' rights related to shares

ORANE Holders will not be able to exercise the rights attached to the shares (in particular, voting rights) until and to the extent that the Company delivers Company shares to the ORANE Holders on the normal or early redemption date.

The transaction might be cancelled in the event of exceptional circumstances

All subscription commitments described in Paragraph 6.3.3 below represent 75.3% of the total issuance of New Shares and 75.3% of the total issuance of ORANEs (prior to any increase in the size of the two issuances in case of the exercise of stock options). However, none of the subscription commitments in question constitute a performance guarantee in the sense of Article L. 225-145 of the French Commercial Code – in particular, the subscription commitment of Caisse des Dépôts et Consignations might be cancelled in the event of the occurrence of certain factors described in Paragraph 6.3.3. In the event that the Caisse des Dépôts et Consignations commitment is cancelled or in the event that any of the subscription commitments are not implemented for any reason whatsoever, and that such subscription commitment allowed attainment of the three-quarters threshold, at which the Company might decide to limit issuances, the issuance in question will be cancelled.

Consequently, investors that have acquired the PSR on the market might have acquired rights that, in fine, become moot and would cause them to incur an actual loss on the acquisition price of the PSR (although their subscription amount would in any case be refunded).

A-28

3. BASIC INFORMATION

3.1. Declaration on net consolidated working capital

The Company declares that, in its opinion, net consolidated Group working capital is not sufficient to meet its obligations over the next 12 months from the date of the Prospectus visa.

The maximum insufficiency corresponds to the amount of the syndicated credit line (120 million euros) falling due in the event of non-compliance with the covenants on 31 October 2009 and 30 April 2010. Following the issuance of the New Shares and ORANEs which are the subject of the Note d’Opération which reduces the group’s debt and allows adherence to the covenants, the net consolidated working capital is sufficient to meet the Company’s obligations over the next 12 months as from the Prospectus visa date, including in the event of a reduction in the planned issues.

3.2. Shareholders’ equity and indebtedness

In accordance with the Committee of European Securities Regulators (CESR), the table below presents the consolidated shareholders’ equity and indebtedness as of 31 March 2009 prepared in accordance with IFRS standards:

Shareholders’ equity and debt as of 31 March 2009 (in millions of euros) 31/10/2008 31/03/2009(1) 1 Shareholders’ equity and indebtedness

Current financial debt 187 31 Guaranteed debt 2 2 Secured debt 6 6 Unsecured and unguaranteed debt 179 23 Non-current financial debt 260 379 Guaranteed debt 11 11 Secured debt 95 93 Unsecured and unguaranteed debt 154 275 Shareholders’ equity 494 456(2) Share capital 78 78 Share premium, merger and capital contribution reserve 563 563 Statutory reserve 7 7 Other reserves 106 51 Retained earnings (320) (298) 2008 net income 1 Minority share 59 55 (1) Unaudited (2) Excluding net income

Shareholders’ equity and debt at 31 March 2009 (in millions of euros)

2 Breakdown of net financial debt 31/10/2008 31/03/2009(1)

Short-term net financial debt 35 (53) Cash and cash equivalents 152 84 Net cash 62 58

A-29 Cash equivalents investment securities 90 26 Short-term financial receivables Short-term financial debt 187 31 Short-term bank debt 20 15 Portion of long-term debt due in less than one year 8 12 Other short-term financial debt 159 4

Long-term net financial debt 260 379 Bank loan due in more than one year 115 233 Issued bonds 142 143 Other loans due in more than one year 3 3

Net financial debt 295 326 (1) Unaudited

Apart from the impact of foreign exchange spreads, there has been no material change in shareholders’ equity and consolidated net financial debt since 31 October 2008, even if on 3 November 2008 the Company repaid the 2008 Océanes bonds issued in April 2002 amounting to 152.5 million euros (including 21.6 million euros for redemption premium and 3.8 million euros in interest) using the proceeds of sale of Jet tours and Club Med Gym and a drawdown of the syndicated credit facility maturing in June 2010.

3.3. Interest of natural persons and legal entities participating in the issue

CALYON et NATIXIS and/or certain of their affiliates have rendered and/or will be able to render in the future various banking, financial, investment, commercial and other services to the Company or to companies in its Group, to their shareholders or their corporate officers, under which they have received or may receive fees. As to this aspect, CALYON and NATIXIS intervene in particular as lending institutions and/or arrangers of syndicated loans granted to the Company. Moreover, CALYON is a subsidiary of Crédit Agricole S.A., which has undertaken to subscribe for New Shares and ORANEs as described in Paragraph 6.3.3 of the Note d’Opération. 3.4. Reasons for the issue and use of the proceeds

The proceeds from the issue of the New Shares and ORANEs as well as its continuing program of asset sales will allow the Group to partly meet its refinancing needs with the first due dates in 2010.

This capital increase is accompanied by an array of financial, operational and strategic measures, which the Group has already undertaken and will be actively pursuing: - a productivity plan; - reduction in capital expenditure; - a programme of disinvestments/disposals; and - optimisation of working capital requirements.

A-30 4. INFORMATION ABOUT THE NEW SHARES TO BE OFFERED AND ADMITTED TO TRADING ON EURONEXT PARIS

4.1. Type, class and vesting date of the New Shares offered and admitted for trading

6,459,301 New Shares of the Company shall be issued at a ratio of 1 New Share for 3 PSR held, amounting to a total capital increase of 51,028,478 euros including issue premium, which may be increased to a maximum 6,500,000 New Shares, which is a maximum capital increase including issue premium of 51,350,000 euros in the event that all Subscription-Options are exercised by their holders before 23 May 2009 at 11:59 p.m.

The New Shares issued by the Company are ordinary shares of the Company of the same class as the Company’s existing shares. Shareholder rights attached to these shares are effective immediately and with effect from their issue they shall be treated as existing shares.

The New Shares shall be admitted for trading on Euronext Paris with effect from 8 June 2009.

The New Shares shall be on the same quotation line as the Company’s existing shares, and under the same ISIN code FR0000121568 and the same mnemonic code CU.

4.2. Applicable law and competent courts

The New Shares are governed by French law.

In the event of a dispute, the competent courts are those where the Company’s registered office is located if the Company is the defendant and, in other cases, the competent courts shall be determined according to the nature of the dispute, unless otherwise stated in the French civil procedure code.

4.3. Form and method of registration of the New Shares

The New Shares may either be registered or bearer shares as the subscribers wish.

In accordance with the provisions of article L.211-3 of the French Monetary and Financial Code, the shares are required to be registered in accounts held, as the case may be, by the Company or an authorized intermediary. Consequently, the rights of the holders will be by registration in a securities account opened in their names in the books of:

• CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09, appointed by the Company for securities held in fully registered form;

• an authorized intermediary of their choice and of CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09,appointed by the Company for securities held in administered registered form;

• an authorized intermediary of their choice for securities held in bearer form.

In accordance with articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, transfer of ownership of the New Shares will occur upon their registration in the account of the subscriber. The New Shares will be the subject of a request for admission to Euroclear France which will handle clearing between custodian account holders. They will also be the subject of a request for admission to Euroclear Bank S.A./N.V. and Clearstream Banking, a Luxembourg limited company (société anonyme).

The activity schedule provides for New Shares to be entered in share accounts and tradable as of 8 June 2009.

A-31 4.4. Issue currency

The New Shares will be issued in euros.

4.5. Rights attached to the New Shares

The New Shares shall be subject from their creation to all the stipulations of the Company’s by-laws (statuts). Pursuant to currently applicable French law and the Company’s by-laws in force, the main rights attached to the New Shares are as follows:

Right to dividends

The New Shares issued shall carry current entitlement to interest and rights to the same dividend as may be distributed to other shares of the same entitlement.

The shareholders’ general meeting, deliberating on the accounts for the year, may, on proposal by the Board of Directors, authorize a dividend for all shareholders.

The shareholders’ general meeting may authorize an option for each shareholder, for all or part of dividends or payment on account of dividends to be distributed, between the payment of the dividends or payment on account of dividends in cash, or in shares issued by the Company, in accordance with the legal and regulatory provisions in force. The payment of dividends must take place within a maximum period of nine months from the end of the financial year. An extension of this period may be authorized by decision of the Court. Dividends lapse after the legal period of five years, to the profit of the State.

Dividends paid to non-residents are in principle subject to a retention at source (see paragraph 4.10.2 below).

Voting Rights

Each share carries a right to vote and to representation at general shareholders’ meetings without limitation, under the conditions fixed by law and the by-laws.

However, voting rights the double of those attributed to other shares in proportion to the capital that they represent shall be attributed to all fully paid up shares which have been registered for at least two years in the name of the same shareholder.

Where shares are subject to usufruct, the voting rights attached to such shares shall belong to the life tenants in ordinary general meetings, and to the bare owners in extraordinary general meetings.

Furthermore, in addition to compliance with the legal obligation to inform the Company and the AMF for publication of the same information, any natural or legal person acting alone or in concert who, within the meaning of articles L. 233-9 and L. 233-10 of the French Commercial Code, comes to hold, directly or indirectly 1% or more than 1% of the equity or the voting rights in the Company, or any multiple of this percentage, is required to so inform the Company within five trading days counting from the crossing of the said threshold. The same obligation applies within the same period when the equity holding or voting rights falls below any such threshold (articles L. 233-7 III and R. 233-1 of the French Commercial Code).

Preferential subscription rights for shares in the same category

The shares carry preferential subscription rights for equity increases. The shareholders have, in proportion to their holdings, a right of preferential subscription in shares issued for cash to carry out an immediate or future increase in equity capital. For the duration of the subscription period, this right is tradable when it is detached from shares that are themselves tradable. In the contrary case, the right is transferable under the same conditions as the share itself. Shareholders may individually renounce their preferential subscription rights (article L. 225-132 of the French Commercial Code). The shareholders' general meeting that decides or authorizes an immediate or future capital increase may

A-32 suppress the preferential subscription rights for the entire capital increase or for one or more tranches of that increase and may plan or authorize a period of subscription priority in favour of the shareholders (article L. 225-135 of the French Commercial Code). Shares may be issued without preferential subscription rights either by public offer or, if the general meeting so provides and up to a limit of 20% of the authorized capital per year, by an offer covered by Section II of article L. 411-2 of the French Monetary and Financial Code (offer to qualified investors, a restricted circle of investors acting on their own account). The issue price must be at least equal to the weighted average of the price during the three last trading sessions immediately prior to pricing, subject to a maximum discount of 5% (articles L. 225-136 1° para 1, and 3° and R. 225-119 of the French Commercial Code). However, within the limits of 10% of the authorized capital per year, the general meeting may authorize the Board of Directors to set the issue price as it sees fit (article L. 225-136 1° para 2 of the French Commercial Code). The general meeting may also suppress the subscription rights when the Company carries out a capital increase: - reserved for one or more named persons or categories of persons as defined by the meeting. The issue price or the conditions for setting this price are decided by the extraordinary general meeting after a report from the Board of Directors and a special report from the auditors (article L. 225-138 of the French Commercial Code), - in order to remunerate financial securities contributed to a public offer of exchange for the financial securities of a company whose shares are traded on a regulated market. In this case the auditors must pronounce on the conditions and consequences of the issue (article L. 225-148 of the French Commercial Code). Furthermore, the general meeting may decide to proceed with an equity increase: - with a view to remunerating contributions in kind. The value of the contributions is subject to the appreciation of one or more assessors. The general meeting may delegate the necessary powers for executing a capital increase to the Board of Directors, within the limit of 10% of the authorized capital, with a view to remunerating contributions in kind consisting of capital securities or transferable assets giving access to the equity (article L. 225-147 of the French Commercial Code), - reserved for members of a company savings plan (employees of the Company or of companies attached thereto within the meaning of article L. 225-180 of the French Commercial Code, and article L. 225-138-1 of the French Commercial Code). The subscription price may not be more than 20% lower than the average listed price of the last twenty trading sessions prior to the day on which the opening date of the subscription was set (article L. 3332-19 of the French Employment Code (Code du travail)), - through the free allocation of shares to members of the salaried staff of the Company or companies of the Group to which it belongs, to certain categories among them, or their company officers, up to a limit of 10% of the authorized capital of the Company (articles L. 225-197-1 et seq. of the French Commercial Code). Right to participation in the profits of the Company

The shareholders in the Company have the right to profits under the conditions set out in articles L. 232-10 et seq. of the French Commercial Code.

Right to participation in any surplus in the event of liquidation

Each share carries with it, regardless of its class, a right to ownership of the corporate assets and to the liquidating dividend, at a fraction equal to that of the authorized shared capital it represents, taking into account if applicable the redeemed and unredeemed capital, or paid-up or uncalled capital.

All shares that comprise the authorized share capital, regardless of their class, now or in the future, will be placed on equal footing with regard to taxation. As a result, all taxes and duties that may become payable for any reason, in the case of certain shares only, to redeem the par value of these shares, in part or in full, either during the life of the Company, or upon its liquidation, will be distributed among all shares that make up the capital, at the time of such repayments, so that all current or future shares confer on their holders the same

A-33 real advantages and give them the right to receive the same net value, possibly accounting for the unredeemed par value of the shares and the rights of shares of different classes.

Subject to the legal provisions governing the right to vote in shareholders’ meetings and communication rights granted to shareholders, the shares are indivisible vis-à-vis the Company.

Buyback clauses and conversion clauses

The bylaws do not contain any buyback or conversion clauses.

Other

The Company is authorized to exercise legal provisions designed to identify holders of shares.

4.6. Authorizations

4.6.1 Shareholders’ general meeting authorizing the Issuance

The shareholders’ general meeting of 20 February 2009 adopted the following resolution, in particular:

“Tenth resolution (Delegation of authority to decide the issuance of shares, certificates or various securities with maintenance of preferential subscription rights for shareholders).—The quorum and the majority requirements for an extraordinary general shareholders’ meeting having been met, upon review of the report of the Board of Directors and the special report of the Statutory Auditors, as set forth in Articles L.225-127, L.225-129, L.225-129-2, L.225-132 et L.228-91 et seq. of the French Commercial Code:

1) records that the delegation cancels and supersedes it, as from this day, up to if required, the portion remaining unused by the Board of Directors, the delegation granted by the Combined Shareholders’ Meeting of 8 March, 2007 by the vote of its 17th resolution,

2) delegates to the Board of Directors with the possibility for it to subdelegate these powers for a term of twenty-six (26) months from this Meeting, its authority to decide, of its own power, on one or more occasions, in the amount and at the time periods of its choice, in France or abroad, in euro, foreign currency or unit of account set by reference to several currencies, the issuance, with maintenance of preferential subscription right for the shareholders of shares, equity securities or share or securities – including detached subscription warrants, issued free of charge or at a cost, or purchase options - giving access, or which may give access, to capital or granting the right to assign debt securities that may be subscribed either in cash or by set-off against claims, it being specified that this delegation can allow one or more issuances pursuant to Article L.228-93 of the French Commercial Code. It should be noted that the issuance of preferential shares as well as the issuance of all shares or securities that grant acces to preferential shares is excluded.

3) decides that the immediate or future capital increase par value resulting from all issuances performed by virtue of the delegation given to the Board of Directors pursuant to this resolution, may not be in excess of fifty (50) million euro or its equivalent in any other currency or authorized unit, being specified that (i) this amount is set without consideration of the consequences on the amount of capital of the adjustments that may be performed, pursuant to the legal and regulatory provisions governing the issuance of shares or securities that provide future access to capital, and that (ii) this amount will be set off against the overall ceiling of seventy-five (75) million euro set in the 19th resolution.

4) decides that the Board of Directors, with the possibility for it to subdelegate these powers, may decide that the unsubcribed shares or securities for excess shares will be allocated to the shareholders that have subscribed a number of shares that exceeds that to which it may subscribe on a preferential basis in proportion to their rights and within the limit of their request. If the subscriptions as of right and, if necessary, for excess shares, have not absorbed the entire issuance, the Board of Directors, with the possibility for it to subdelegate these powers, may, in the order it determines, use one of the powers below (or several of them):

A-34 − either limit, pursuant to the conditions set forth by law, the amount of the transaction to the amount of the subscriptions received, under the condition that this amount reaches at least three-quarters of the issuance decided or any other threshold that may be set by law; − or freely distribute all or part of the unsubscribed shares; − or offer all or part of the unsubscribed shares to the public.

5) acknowledges that the issuance of shares or securities that give access to capital carries with it the waiver by the shareholders of their preferential subscription right to equity securities to which these shares or securities may grant a right.

6) decides that the amount to which the Company is, or should be, entitled for each of the shares issued or to be issued pursuant to the aforementioned delegation, after consideration, in the case of an issuance of detached subscription warrants or the allocation of shares, of the issue price of said warrants, will be at least equal to the minimum price set forth in the legal and/or regulatory provisions in effect on the day of the issuance, and despite whether the securities to be issued immediately or in the future can or cannot be equated with the equity securities already issued. The shares or securities thus issued can consist of debt securities and in particular bonds or similar or associated securities, and further can allow for the issuance as intermediate securities. They can, in particular, take the form of fixed or floating rate notes, and be issued either in euro, or in foreign currency, or in other currencies established by reference to several currencies. The term of the fixed rate loans may not exceed 20 years. The maximum par value of these debt securities may not exceed three hundred (300) million euros or its equivalent on the date of the issuance decision, provided that this amount is the same as all of the debt securities whose issuance is delegated to the Board of Directors pursuant to these delegations.

In the event the debt securities are issued, the Board of Directors will all have powers, with the possibility to subdelegate these powers under the terms set forth by law and by the Bylaws of the Company, in particular, to decide on their subordination or not, set their interest rate, their term, the fixed or variable repayment price, with or without premium, the terms of redemption and the conditions under which these securities will carry a right to shares of the Company.

The General Shareholders’ Meeting decides that the Board of Directrors will have such powers, with the possiblity to subdelegate these powers under the terms set forth by law and by the Bylaws of the Company, to implement this resolution to carry out the issuances, set the conditions and terms thereof, announce the increases resulting therefrom and to carry out the corresponding modification of the Bylaws, in particular, to establish the dates, amounts, conditions and terms of any issuance as well as the form and the nature of the shares or securities to be created, enter into any agreements and, more generally, take all necessary or useful steps to achieve the good performance of the issuances considered and the listing of the issued instruments with the financial service. Specifically, it will set the amounts to be issued, the prices for the issuance and the subscription of shares or securities, with or without premium, their potentially retroactive vesting date, the terms of their freeing up, as well as, if necessary, the term and the price of the excercise of the warrants or the conditions for exchange, conversion, repayment or allocation of any other type of equity security or security that gives access to capital.

The General Shareholders Meeting points out in particular that the Board of Directors, with the possiblity to subdelegate these powers under the terms set forth in the applicable legal or regulatory provisions or company Bylaws:

− must determine, pursuant to the legal conditions, the terms by which the conditions for future access to the capital of shares or securites, including warrants, may be adjusted; − may, specifically in the event subscription warrants are freely allocated, freely decide the outcome of fractionnal shares; − may include any special provision in the issuance agreement; − may include the possibility to suspend the exercise of rights attached to these securities for a period not to exceed the maximum period set forth in the applicable legal and regulatory provisions; − may set the conditions under which detached subscription warrants can be freely granted and determine the methods for purchasing or exchanging securities and/or subscription warrants or allocating such as by repayment of these securities;

A-35 − may determine the methods of purchasing or exchanging, at any time or at determined periods, shares issued now or in the future; − may allocate any premiums and particularly those of fees resulting from the performance of the issuances; − will possess all powers to ensure the rights of the holders of shares or securities giving future access to the Company’s capital, pursuant to the legal and regulatory provisions.”

4.6.2 Board of Directors’ meeting deciding on the issuance

During the meetings of 5 May 2009 and 6 May 2009, the board of directors has, in particular:

− Decided to carry out:

o a capital increase, with shareholders’ preferential subscription rights, for a gross amount of 51,028,478 euros, issue premium included (i.e. a nominal value of 25,837,204 euros) through the issue of 6,459,301 new shares at a nominal unit value of 4 euros (the “New Shares”) on the basis of 1 New Share per 3 existing shares, that may be increased to 51,350,000 euros through the issue of 6,500,000 News Shares in the event that all stock options are exercised, and,

o the issue of a loan in France, with shareholders’ preferential subscription rights, in the nominal amount of 50,978,794 euros, represented by bonds redeemable in new or existing shares (each being an "ORANE"), on the basis of on the basis of 4 ORANEs per 13 existing shares, that may be increased to a nominal amount of 51,300,000 euros in the event that all stock options are exercised. Each ORANE will be redeemable, at the Company’s discretion in a new or existing share (subject to adjustments of this redemption ratio in accordance with the issue agreement). The nominal amount of the capital increases following the redemption of the ORANEs may not be greater than 24,162,796 euros, excluding the consequences of the possible adjustments on the capital amount, in accordance with the applicable legal and regulatory provisions.

after having acknowledged:

(i) the commitment, by the members of the general management board, that they will not exercise their 269,900 exercisable stock options allowing them to subscribe a total of 269,900 ordinary shares before the opening date of the suspension period of the exercise rights, i.e. 24 May 2009 and

(ii) the commitment, by Fipar International, through an amendment to its subscription commitment:

a. that it will not exercise or transfer, before the opening date of the suspension period of the exercise rights for stock options, 367,711 of its preferential subscription rights to New Shares and 367,711 of its preferential subscriptions rights to ORANEs detached from its own shares, and

b. from the opening date of the suspension period of the exercise rights for stock options, that it will not exercise or transfer a number of preferential subscription rights to New Shares and to ORANEs equal to the number of preferential subscription rights to New Shares and to ORANEs, which would have been , if applicable, granted to the shares created upon the exercise of the stock options before this date, and thus let these preferential subscription rights become null and void.

− Decided that the New Shares and the ORANEs shall be subscribed and fully paid up in cash at the time of the subscription;

A-36 − Decided that the subscription price of a New Share will be 7.90 euros, i.e. a nominal value of 4.00 euros and an issue premium of 3.90 euros per New Share. This price of 7.90 euros per New Share corresponds to a face discount of 39.1% on the closing price of the Company share on Euronext Paris on 5 May 2009 (12.98 euros).

− Decided that the New Shares will carry current entitlement and will have the same rights as the existing shares from their issue.

− Decided that the nominal value of each ORANE will be 8.55 euros, which corresponds to a discount of 34.1% on the closing price of the Company share on Euronext Paris on 5 May 2009 (12.98 euros).

− Decided that each ORANE will be issued at par, i.e. 8.55 euros per ORANE, payable in full at the settlement – delivery date of the ORANEs.

− Decided that the New Shares and the ORANEs will comply with the terms fixed in the Note d’Opération.

4.7. Date set for the issuance of New Shares

The New Shares will be issued on the settlement date, or 8 June 2009. 4.8. Restrictions on the free negotiability of the New Shares

No provision of the Company’s Bylaws limits the free trade of the shares comprising the Company’s share capital.

4.9. French regulations relating to public offers

The Company is subject to French rules relating to mandatory takeover bids and standing market offers and to squeeze-outs and delisting.

4.9.1. Mandatory takeover bids and standing market offers

Article L. 433-3 of the French Monetary and Financial Code and Articles 234-1 et seq. of the AMF General Regulations regulate the terms and conditions for mandatory takeover bids with regard to all equity capital and securities giving access to capital or to voting rights for a company whose shares are traded on a regulated market. Article L. 433-3 of the French Monetary and Financial Code and Articles 235-1 et seq. of the AMF General Regulations regulate the terms and conditions of a standing market offer plan with regard to all equity capital and securities giving access to capital or to voting rights for a company whose shares are traded on a regulated market. 4.9.2. Squeeze-outs and delistings Article L. 433-4 of the French Monetary and Financial Code and Articles 236-1 et seq (squeeze-out), 237-1 et seq. (delisting after a public offering) and 237-14 et seq (delisting after any public offering) of the General Regulations of the AMF set forth the terms for filing a squeeze-out plan and a plan for implementing a delisting procedure of the miniority shareholders of any companies whose stock is admitted for trading on a regulated market.

4.9.3. Takeover bids by third parties in respect of the Company’s share capital during the current or past fiscal year

No public takeover bids have been made by third parties in respect of the Company’s share capital during the current or past ﬁscal year.

A-37 4.10. Tax Regime for the New Shares

Below is a summary of the tax consequences applicable to the Company’s shareholders and to holders of preferential subscription rights. It is based on the current state of French tax law and regulations and therefore may be affected by any amendments made to the applicable French tax rules and their interpretation by the French tax authorities.

Investors are requested to direct their attention to the fact that this information is merely a summary of the applicable tax regime, and that their particular circumstances should be reviewed with their usual tax advisor. This summary is provided on an indicative basis only and the Company cannot provide any assurance that the interpretation that may be made of current statutes and/or case law by the tax authorities or by the courts will not differ from the presentation provided below.

Persons who do not reside in France for tax purposes must comply with the applicable tax law in their country of residence, subject to possible application of a tax treaty between France and such country.

4.10.1. French tax residents

(a) Individuals owning their shares or preferential subscription rights as part of their private assets who do not conduct any trading operations under conditions comparable to those characterizing an activity conducted by a professional engaged in this kind of operation.

(i) Dividends

The following shall apply to such dividends:

- They shall be taken into account in calculating the taxpayer’s total income subject to the income tax schedule in the category of transferable capital for the year collected.

Under the provisions of Article 158 of the French Tax Code (“FTC”), first of all, they qualify for a deduction with no cap of 40% of the amount of distributable income, and, secondly, after the foregoing deduction is taken into account, together with any deductible costs and expenses, for an annual deduction of 3,050 euros for married taxpayers filing jointly and for partners filing jointly after registering a civil solidarity pact as defined under Article 515-1 of the French Civil Code, and 1,525 euros for individuals who are single widowed,, divorced or married and filing separately.

Furthermore, pursuant to Article 200 septies of the FTC, these dividends qualify for a tax credit equal to 50% of the amount, before application of the aforementioned deductions for the dividends received. This tax credit is capped annually at 230 euros for married taxpayers filing jointly and for partners filing jointly after registering a civil solidarity pact as defined under Article 515-1 of the French Civil Code and 115 euros for taxpayers who are single, widowed, divorced or married and filing separately. This tax credit may be offset against income tax due for the year in which the dividends are received after application of tax reductions, other tax credits and withholdings and levies that are non-ﬁnal, and is refundable when the surplus payment is equal to, or in excess of, 8 euros;

- or, at the election of the taxpayer made by no later than the date the dividends are received, a fully payable one-time withholding income tax at the 18% rate. This tax is levied on gross income and does not provide entitlement to the deductions or tax credits referred to above. Once an election is made for a distribution, the taxpayer loses the beneﬁt of deductions and tax credits for any other distributions received in the same year, even if they are subject to the progressive income tax rate. Furthermore, irrespective of the income tax method applied, any dividends distributed by the Company as new shares shall also be subject, before any deductions, to corporate withholding tax at the total annual rate of 12.1%, i.e.:

A-38

- The general social tax (“CSG”) at the rate of 8.2% (5.8% of which is deductible from income subject to income tax at the progressive tax schedule for the year of payment of the CSG)); - The social withholding tax of 2% not deductible from the income tax base; - The tax for the reimbursement of the social debt (“CRDS”) at the rate of 0.5%, not deductible from the income tax base; - The additional social withholding tax of 2% levied at the rate of 0.3%, not deductible from the income tax base; - And the additional 2% social withholding tax at the rate of 1.1% stipulated under Article L 262-24, III of the French Social Action and Family Code, not deductible from the income tax base.

(ii) Capital gains

Pursuant to Article 150-0 A of the French Tax Code (FTC), capital gains from the sale of shares in the Compary or preferential subscription rights by the foregoing individuals are subjects, starting with the first euro, to the income tax at the rate of 18% if the annual amount of the sales of securities, rights in the Company or securities governed by this article made by all the member of the taxpayer household (except for sales of shares exempt held in an employee savings plan (“PEA”) and stock trades qualifying for a waiver under Article 150-0 B of the FTC) exceeds a threshold set at 25,730 euros for the taxation of 2009 income.

Under the same condition relating to the annual amount of sales of securities, rights in the Company or corporate rights or securities pursuant to Article 150-0 A of the FTC, the capital gain is also liable for the following taxes:

- The CSG at the rate of 8.2% not deductible from the income tax base; - The withholding tax of 2% not deductible from the income tax base; - The CRDS at the rate of 0.5%, not deductible,from the income tax base; - The additional social withholding tax of 2% levied at the rate of 0.3%, not deductible, from the income tax base; - And the additional 2% social withholding tax at the rate of 1.1% stipulated under Article L 262-24, III of the French Social Action and Family Code, non deductible from the income tax base. The total rate of taxation is thus 30.1% for transfers made in 2009.

Pursuant to Article 150-0 D 11 of the FTC, any capital losses upon transfers can be offset against capital gains of the same nature realized during the year of transfer or the ten following years, as long as they result from taxable transactions, meaning in particular that the annual threshold of transfers of securities, currently set at 25,730 euros, has been exceeded in the year in which such capital losses were realized.

(iii) Special regime for shares held in a PEA

The Company’s shares are eligible for use in a PEA.

Under certain conditions, the PEA entitles the holder to the following:

- during the life of the PEA, to a tax exemption on income and social withholding taxes in the amount of any net earnings and net capital gains generated by investments made within the PEA, provided in particular that now withdrawal has been made during a period of five years from the first payment into the PEA;

A-39 - at the moment of closing of a PEA (if it occurs more than 5 years after the opening date of the PEA) or during a partial withdrawal (if it occurs more than 8 years after the opening date of the PEA), to an exemption from personal income tax for net capital gains realized since the opening of the PEA (this gain, however, will still be subject to CSG, the social levy of 2%, CRDS, and to the additional levy of 0.3% and, as the case may be, to the contribution at the rate of 1.1% pursuant to Article L. 262-24 (III) of the French Code of Social Action and Families; it being speciﬁed, however, that the effective rate of these social levies may vary according to the date on which the gain was acquired or recorded).

Dividends received under a PEA as from 1 January 2005 entitles the holder to a 50% tax credit capped at 115 euros or 230 euros (see (i) above). This tax credit may be offset against the total amount of income tax owed for the year in which the dividends were received and may be refunded in the event of a surplus in the same conditions as the tax credit attached to dividends received outside a PEA.

Capital losses sustained in the PEA are charged only to any capital gains realized in the same context, it being specified, however, that in the event the PEA is closed early before the fifth year expires or after 1st January 2005, and under certain conditions, if the PEA is closed after the fifth year expires when the net asset value is less than the amount of the payments made into the plan since it was opened (without taking into account the amounts associated with any withdrawals not entailing the closing of the PEA), any capital losses reported in such a case are charged to gains of the same nature realized outside the PEA in the same year or during the following ten years, provided that the annual threshold for the sale of securities (and rights or comparable securities) applicable in the year the capital loss is made is exceeded in the year considered. In assessing the annual threshold on transfers, the liquidation value of the plan is added to the amount of the securities transferred outside the PEA in that same year.

(iv) Wealth tax

Company shares and preferential subscription rights held by individuals in their personal assets are included in their taxable assets and are subject, as the case may be, to the wealth tax.

(v) Estate and gift taxes

Company shares and preferential subscription rights acquired by individuals through inheritance or as a gift are subject to estate and gift taxes in France.

(b) Legal entities subject to the corporate income tax in France

(i) Dividends

Dividends received are included in the income subject to corporate income tax at the standard rate, i.e., currently 33⅓%, increased, as the case may be, by a social contribution of 3.3% of the amount of the corporate income tax exceeding 763,000 euros per 12 month period.

However, for companies whose sales before tax in the relevant period (prorated to twelve months if applicable) is below 7,630,000 euros and whose share capital, fully paid up, is at least continuously held during the relevant period at 75%, by individuals or companies that satisfy all of these requirements, the corporate income tax rate is set at 15%, within a limit of 38,120 euros of taxable proﬁts per period of twelve months. Such companies are also exempted from the social contribution of 3.3% referred to above.

Under certain conditions, dividends received by legal entities holding at least 5% of the share capital of the distributing company may, upon election, be exempted (subject to inclusion in the beneﬁciary company’s results of a percentage of costs and expenses equal to 5% of the amount of the dividends, in addition to the attached tax credits, capped at the total amount of costs and expenses of any nature incurred by the company during the taxable period) pursuant to the regime of parent companies set forth in Articles 145 and 216 of the FTC.

A-40 (ii) Capital gains

- Ordinary law regime

Capital gains realized upon transfers of Company shares or preferential subscription rights are subject to corporate income tax at the standard rate of 33.1/3% (or, as the case may be, at a rate of 15% within a limit of 38,120 euros per period of twelve months for companies fulﬁlling the requirements set forth above), plus, as the case may be, the social contribution of 3.3% referred to above.

Following changes to the regime of long-term capital gains introduced by the 2007 French Finance law, this standard regime also applies, for ﬁscal years ended as of 31 December 2006, to capital gains on transfers of shares presenting the nature of investment securities (titres de participation) for accounting purposes, whose cost price is at least equal to 22,800,000 euros and meeting the conditions for entitlement to the tax regime applicable to parent companies pursuant to Articles 145 and 216 of the FTC other than the requirement to hold at least 5% of the share capital of the subsidiary.

Capital losses realized upon the transfer of the Company’s shares or preferential subscription rights are in principle deductible from the taxable income subject to corporate income tax at the standard rate.

- Special regime for long-term capital gains

For fiscal years starting on or after 1 January 2007, in accordance with the provisions of Article 219 I a quinquies of the FTC, net capital gains realized at the time of sale of equityholdings meeting the definitin given by that Article, which have been held for more than two years are exempt from the corporate income tax, provided that a portion of the costs and expenses equal to 5% of the net income from the capital gains is accounted for in determining the taxable income.

Pursuant to Article 219 I (a) quinquies of the FTC, securities having the status of investment securities for accounting purposes, as well as, in certain conditions, shares acquired during a public cash or share exchange offer by the initiating company, and securities providing entitlement to the tax regime applicable to parent companies pursuant to Articles 145 and 216 of the FTC, shall qualify as investment securities, with the exception of securities of unlisted companies with a preponderant real estate activity.

The conditions for using and carrying forward long-term capital losses are governed by speciﬁc tax rules and the taxpayers concerned are invited to consult with their tax adviser to determine the rules applicable to them.

4.10.2. Non tax residents of France

(i) Dividends

Under French domestic law, dividends distributed by a company whose head office is located in France to its shareholders whose tax domicile or head office is located outside of France are theoretically subject to a withholding tax at the rate of 25% (or 18% for dividends received since 1st January 2008 by individuals domiciled in a State of the European Union, Iceland or Norway).

However, shareholders who are legal entities whose effective place of business is located in a member state of the European Community may, subject to the conditions set forth in Article 119 ter of the FTC, beneﬁt from an exemption from withholding tax.

In addition, shareholders whose tax residence or registered office is located in a country which has entered into an international tax treaty with France may, under certain conditions pertaining to compliance with the procedure for the grant of treaty benefits, benefit from a total or partial reduction in the withholding tax.

Shareholders concerned should consult with their usual tax advisor in order to determine if the above provisions apply to their speciﬁc case and obtain information about any conventional tax reduction practices.

A-41

(ii) Capital gains

Subject to the provisions of applicable tax treaties, capital gains realized upon the transfer of their shares or preferential subscription rights by persons who are not tax residents in France within the meaning of Article 4 B of the FTC or whose registered office is located outside France, and whose ownership is not tied to a permanent establishment or a fixed location in France, are not taxable in France, in respect of the shares, provided that the transferring party has not held directly or indirectly, alone or with family members, more than 25% of the rights to a share in the Company’s profits at any time in the last five years prior to the transfer.

(iii) Wealth tax

Subject to the provisions of international tax treaties, individuals who are not French tax residents within the meaning of Article 4 B of the FTC and who directly or indirectly hold less than 10% of the Company’s share capital, and provided that their ownership interest does not enable them to exert inﬂuence on the Company, are not subject to wealth tax in France.

(iv) Estate and gift taxes

Interested investors are urged to immediately consult with their advisors to determine whether they are subject to estate or gift taxes on the basis of their shares and preferential subscription rights held in the Company, and the conditions in which they may be eligible, as the case may be, to obtain an exemption from estate and gift taxes in France or a tax credit under a tax treaty entered into with France.

4.10.3 Other situations

Shareholders and holders of preferential subscription rights subject to a tax regime which is different from those discussed above are urged to review their particular tax situation with their usual tax advisor.

A-42

5. INFORMATION CONCERNING THE ORANEs THAT SHOULD BE ISSUED AND ADMITTED FOR TRADING ON EURONEXT PARIS

5.1. Nature of the ORANE the admission to trading of which is requested

There will be 5,962,432 ORANEs issued, at a nominal unit value of 8.55 euros, on the basis of 4 ORANEs per 13 PSR held.

The issue will be in the nominal amount of 50,978,794 euros, that may be increased to 51,300,000 euros represented by 6,000,000 ORANEs in the event that all the stock options are exercised by their beneficiaries before 23 May 2009 at 11:59 p.m.

The ORANEs issued by the Company are transferable securities giving access to capital within the meaning of Article L. 228-91 et seq. of the French Commercial Code.

The ORANEs are expected to be admitted to trading on Euronext Paris from 8 June 2009 under ISIN code FR0010756023.

5.2. ORANE nominal value per unit of the ORANEs - ORANE issue price

The nominal value of each ORANE is 8.55 euros. The issue price is equal to nominal value, thus 8.55 euros per ORANE, payable in full on the issue date (corresponding to the settlement date), 8 June 2009 (the “Issue Date”).

5.3. Applicable law and jurisdiction

The ORANEs will be issued under and subject to French law. The competent courts in the event of a dispute in which the Company is a defendant are those in the jurisdiction where the registered office is located and are specified as having jurisdiction based on the type of dispute, unless otherwise laid down in the French Code of Civil Procedure.

5.4. Form and registration modalities of the ORANEs that should be issued

The ORANEs may be held as registered or bearer securities, at the choice of the ORANE Holder. In accordance with Article L. 211-3 of the French Monetary and Financial Code, they must be recorded in securities accounts with the Company or an authorised intermediary, as the case may be. Consequently, ownership rights are represented by being recorded in a securities account opened in their name in the books:

• of CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy les Moulineaux Cedex 09, authorised by the Company for purely registered securities;

• of an authorised financial intermediary of their choice and at CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy les Moulineaux Cedex 09, authorised by the Company for administered registered securities;

• of an authorised financial intermediary of their choice for bearer ORANEs.

In accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, the ORANEs are transmitted by account-to-account payment and the transfer of ORANE ownership results from their being recorded in the subscriber's securities account.

A request will be made to admit the ORANEs to Euroclear France operations, which will clear the ORANE

A-43 counterparty payments between accountholders. A request will also be made to admit them to the operations of Euroclear Bank S.A./N.V. and Clearstream Banking, a Luxembourg limited company (société anonyme).

According to the provisional calendar, the ORANEs are expected to be listed in securities accounts and tradable from 8 June 2009.

5.5. ORANE issue currency

The ORANEs will be issued in euros.

5.6. ORANE ranking

Receivables ranking The ORANEs and the interest from them constitute commitments that are immediate unsecured, general, unconditional, unsubordinated and are not accompanied with Company’s securities, with equal ranking among them and, subject to mandatory legal exceptions, on the same ranking as all other present or future debts and guarantees that are unsecured, unsubordinated and not accompanied with Company’s securities and have priority over all present and future subordinated debts of the Company, profit-sharing loans agreed by the Company and profit-sharing and super-subordinated securities of the Company.

Absence of security ORANE payments as interest, redemption, tax, expenses and for ancillary purposes are not guaranteed by any type of surety.

Legal liquidation In the event of forced legal liquidation of the Company, and only in such a case, ORANE Holders will be authorised to demand payment of the ORANE nominal value in cash. In the event of conventional liquidation of the Company, each ORANE Holder will be authorised to choose between (i) redemption of the ORANEs in new shares of the Company according to the Redemption Ratio (as defined below) and (ii) redemption of the ORANEs in cash.

5.7. Interest

Each ORANE will carry an annual interest rate of 5% of the nominal value, i.e. approximately 0.4275 euros per ORANE, calculated from the Issue Date until the date of its full redemption, payable when due on 8 June each year (each of these dates known as an "Interest Payment Date") with the first payment on 8 June 2010.

Any amount of interest referring to an interest period shorter than a full year will be equal to the product of (a) the aforementioned nominal annual rate and (b) the ratio of (x) the number of exact days elapsed since the preceding Interest Payment Date (or as the case may be since the Issue Date) and (y) the number of days between the next Interest Payment Date (excluded) and the same date (included) of the preceding year (thus, 365 or 366 days).

5.8. Redemption ratio

Each ORANE will be redeemed by tendering one (1) new or existing Company share ("Share") with a nominal value of 4 euros per share. This redemption ratio may be adjusted in accordance with the adjustment methods described in sections 5.10 below (subject to an adjustment ratio, hereinafter the "Redemption Ratio").

A-44 5.9. ORANE redemption

ORANE redemption at maturity

The ORANE's will be fully redeemed in new or existing shares of the Company, at the Company’s discretion, on 8 June 2012 (the "Maturity Date") in new shares of the Company based on the Redemption Ratio.

Amortization of ORANEs by public purchases or sales public offerings initiated by the Company

The Company reserves the right to, at any time and with no restrictions on price or quantity, to undertake early amortization of all or part of the ORANEs, by market or off-market purchases including, but not limited to, tender or exchange offers. Such operations have no impact on the normal amortization schedule of the ORANEs remaining in circulation. ORANEs redeemed by the Company will be cancelled.

Early redemption of ORANEs at Holders' request

Each ORANE Holder (an “ORANE Holder”) may, at any time from 8 June 2009 and until the Maturity Date, request the early redemption of his/her ORANEs in accordance with the Redemption Ratio in force on the date that the early redemption request is formally made.

Suspension of ORANE redemption right

In the case of a capital increase by merger or spin-off, or securities issue conferring the right to receive Company shares, in merger, spin-off, or any other transactions conferring a subscription preferential right to subscribe or establishing a priority period of subscription for existing shareholders of the Company, the Company will be authorised to exercise the ORANE redemption right for a period not exceeding three months.

The Company's decision to suspend the exercise of early redemption of ORANEs at the request of ORANE Holders will be the subject of a notice published in the Bulletin des Annonces Légales Obligatoires. This notice will be published at least seven calendar days before the effective date of the suspension; it will cite the effective date of suspension and the date on which it will end. This information will also be the subject of a notice published in a financial nationally distributed journal or newspaper as well as in a notice distributed by Euronext Paris.

Notwithstanding the paragraph above, the Company will not have the right under any circumstance to suspend the exercise of the ORANE redemption right for a period that expires, after the Maturity Date.

Shares issued or delivered as ORANE redemption

The shares delivered upon ORANE redemption will be newly created shares or existing treasury shares and, under all circumstances, will be subject to all Company statutes.

The new shares will confer the same current dividend rights as existing shares, from the time of issue. To ensure better transparency, there is only one class of shares and no decision has been made to issue a new class of shares.

Procedure for exercising ORANE redemption rights and delivery of the shares issued or delivered in redemption of ORANEs To obtain early redemption of their ORANEs, ORANE Holders must request to do so from the intermediary who has their securities account recording their ORANEs. CACEIS Corporate Trust, 14, rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09, acting as a clearing agent (the “Clearing Agent”) will perform the clearing operations.

The new shares issued and/or existing shares delivered in ORANE redemption will be delivered no later than

A-45 the fourth stock market trading day following the date on which the Clearing Agent receives the early redemption request and the corresponding ORANEs.

Cancellation of the ORANEs

ORANEs redeemed on the Redemption Date or as early redemptions as well as ORANE purchased by the Company will be cancelled in accordance with law.

5.10. Maintenance of ORANE Holders rights

Company responsibilities

The Company may freely change its form or purpose.

The Company may also amortize its capital (see section 5.10.4 (ii)) provided that the ORANE Holders rights are maintained in accordance with section 5.10.4 (ii) below.

Adjustment in the event of financial operations

If, while the ORANEs are in circulation and until the delivery date of the shares issued or delivered in redemption of the ORANEs, certain dilutive events occur after the Issue Date as described more precisely below, the Redemption Ratio of an ORANE will be adjusted to maintain the ORANE Holder rights. These events are as follows:

1) Financial operations with preferential listed subscription rights or by allocation of listed subscription warrants free of charge.

2) Capital increase by incorporation of reserves, profits or issue premiums by increase in the nominal value of Company shares or by the distribution, free of charge, of Company shares or any other financial instrument to existing shareholders.

3) Capital reduction due to losses by reduction of the nominal value of Company Shares or by reduction of the number of Company shares.

4) Company distribution of reserves or issue premiums in cash and/or in kind, capital amortisation.

5) Merger or absorption of the Company with or by one or more companies via the creation of a new company or spin-off of the Company by contribution to existing or new companies.

6) Splitting or grouping of Company shares.

7) The Company repurchasing its own shares (via a public offer or otherwise) at a price higher than the stock market price.

8) The Company changing its distribution of profits and/or creating preference shares.

9) The Company distributing a dividend.

The Redemption Ratio will be adjusted in accordance with French law and the terms of the issue agreement in such a way that the total value of the number of Company shares, to which an ORANE gives right immediately following the occurrence of any event cited above, shall be equal to the total value of the number of shares to which an ORANE gives rights immediately before the occurrence of the said event.

The new Redemption Ratio will be expressed to the nearest hundredth. Any potential adjustments will be made on the basis of the Redemption Ratio calculated and rounded as above.

However, ORANEs may be redeemed only in a full number of shares, the fractioning rules for which are

A-46 specified in section 5.11.

Information for Holders of ORANE in the event of adjustment

In the event the Redemption Ratio is adjusted, the Company will inform the Holders of ORANEs by means of a notice published in a nationally disseminated financial newspaper at the latest 5 business days following the day on which the new adjustment takes effect. This adjustment will also be reported in a notice distributed by Euronext Paris according to the same deadline.

Moreover, the Company Board of Directors will report the calculation details and the results of any adjustment in the annual report following this adjustment.

5.10.1 Financial transactions with listed preferential subscription right or by free allocation of listed subscription warrants.

(a) For financial transactions involving a listed preferential subscription right, the Redemption Ratio shall be equal to the Redemption Ratio effective prior to the start of the operation considered by the ratio:

Value of the share after detachment of the PSR + Value of the PSR ______

Value of the share after detachment of the PSR

To calculate this ratio, the values of the share and the PSR shall be equal to the arithmetic average of the first prices listed on Euronext Paris (or when there is no listing on Euronext Paris, on another regulated or similar market on which the Company's share or the PSR is listed) during the trading sessions included in the subscription period in which the ex-right and the subscription right shall be listed simultaneously.

(b) In the case of financial transactions conducted by free allocation of listed subscription warrants to shareholders with correlated option for placement of financial securities originating from the exercise of subscription warrants that have not been exercised by their holders at the end of the subscription period open to them, the new Redemption Ratio is equal to the product of the Redemption Ratio effective prior to the beginning of the transaction considered and the following ratio:

Value of shares after detachment of the subscription warrant + Value of the subscription warrant ______

Value of shares after detachment of the subscription warrant

To calculate this ratio:

- the value of the share after detachment of the subscription warrant shall be equal to the volume- weighted average (i) of the prices for the Company shares listed on Euronext Paris (or, when not listed on Euronext Paris, on another regulated or similar market on which the share is listed during the market sessions included in the subscription period) and, (ii) (a) of the selling price of financial securities sold as part of the placement, if these latter are shares similar to existing Company shares, by assigning to the selling price the volumes of shares sold as part of the placement or (b) the prices for the Company shares listed on (or, when not listed on Euronext Paris, on another regulated or similar market on which the share is listed) on the day the selling price is set for the financial securities sold as part of the placement if these latter are not shares similar to the existing Company shares;

- the value of the subscription warrant shall be equal to the volume-weighted average (i) of the prices of the subscription warrant listed on Euronext Paris (or, when not listed on Euronext Paris, on another

A-47 regulated or similar market on which the share is listed) during all market sessions included in the subscription period, and (ii) of the implicit value of subscription warrants resulting from the selling price of financial securities sold as part of the placement  which corresponds to the difference, when positive, adjusted by the parity of the exercise of subscription warrants, between the selling price for financial securities sold as part of the transaction and the subscription price of financial securities  by assigning to this value, thus determined, the volume of the subscription warrants exercised to allocate the financial securities sold as part of the investment.

5.10.2 Capital increase by incorporation of reserves, profits or issue premiums by increasing the nominal value of Company shares or by distribution of free shares in the Company or any other financial instrument to current shareholders.

(i) In the case of capital increase by incorporation of reserves, profits or issue premiums by increasing the nominal value of shares, the Redemption Ratio will not be adjusted but the nominal value of shares used for repayment of an ORANE will be correspondingly raised.

(ii) In the case of capital increase by incorporation of reserves, profits or issue premiums and allocation of free shares, the new Redemption Ratio will be equal to the product of the Redemption Ratio effective prior to the beginning of the transaction considered and of the following Ratio:

Number of shares composing the capital after the transaction ______

Number of shares composing the capital before the transaction

(iii) In the case of a capital increase by incorporation of reserves, profits, or issue premiums and free allocation to shareholders of simple or compound financial securities, other than Company shares, the new Redemption Ratio for the ORANEs will be equal to (and as per paragraph 5.10.1 b) above):

• If the free allocation right was listed on Euronext Paris, the new Redemption Ratio will be equal to the product of the Redemption Ratio effective prior to the beginning of the concerned transaction and of the following ratio:

Value of the ex-free allocation right share + Value of the free allocation right

______

Value of the ex-free allocation right share

To calculate this ratio, the values of the ex- free allocation right share and the free allocation right share shall be calculated according to the volume-weighted average of the prices listed on Euronext Paris (or when not listed on Euronext Paris, on another regulated or similar market on which the Company's ex-right share is listed) of the ex- free allocation share for the last three trading sessions preceding the day when the ex- free allocation right share is listed.

• If the right of allocation of financial securities was not listed by Euronext Paris at the product of the effective Redemption Ratio as follows:

Value of the share prior to distribution ______

Value of the share prior to distribution – amount per share of the distribution or value of the financial securities or of the assets delivered by shares

To calculate this ratio,

A-48 • the value of the ex-free allocation right share will be determined as in the first point of (iii) heretofore; • if the financial security(-ies) allocated is or are listed or may be listed on Euronext Paris (or when not listed on Euronext Paris, on another regulated or similar market), in the period of ten market sessions starting on the date on which the shares are listed ex-distribution, the value of the financial security(- ies) allocated per share will be equal to the volume-weighted average of the prices of said financial securities listed on said market for the first three market sessions included in this period at the price at which the financial securities are listed. If the financial security(-ies) allocated is or are not listed during each of three market sessions, the value of the financial security or securities allocated per share will be determined by an internationally-recognised independent appraiser chosen by the Company.

5.10.3 Capital reduction for losses by reduction in the nominal value of Company shares or by a reduction in the number of Company shares.

(i) In the case of a capital reduction motivated by losses by reduction in the nominal value of Company shares, the Redemption Ratio will not be adjusted but the nominal value of shares used for repayment of an ORANE will be correspondingly reduced.

(ii) In the case of a reduction in the capital of the Company motivated by losses, made by the reduction in the number of Company shares, the new Redemption Ratio will be determined by multiplying the Redemption Ratio effective prior to the transaction by the following ratio:

Number of shares composing the capital after the transaction ______

Number of shares composing the capital before the transaction

5.10.4 Distribution by the Company of reserves or issue premiums in cash and/or in-kind, repayment of share capital.

(i) Distribution of reserves or issue premiums in cash and/or in kind

The new Redemption Ratio will be determined by multiplying the Redemption Ratio effective prior to the beginning of the transaction considered by following ratio:

Value of the share prior to distribution ______

Value of the share prior to distribution less the amount per share of the distribution

To calculate this ratio, the value of the share before distribution will be determined using the weighted average of prices listed on Euronext Paris for the three last market sessions preceding the day on which the shares are listed ex-distribution.

If the distribution is made in-kind: • in the case of delivery of financial securities already listed on a regulated or similar market, the value of the financial securities delivered will be determined as specified above;

• in the case of delivery of financial securities not already listed on a regulated or similar market, the value of the financial securities delivered will be equal to, if they should have been listed on a regulated or similar market in the period of ten trading sessions starting on the date on which the Company shares would have been listed ex-distribution, the volume-weighted average of prices listed on said market during the first three trading sessions included in the period in which said financial securities are listed; and in other cases (delivered financial

A-49 securities not listed on a regulated or similar market or listed for less than three trading sessions in the period of ten trading sessions mentioned above or distribution of assets), the value of the financial securities or assets delivered per share will be determined by an internationally recognized independent appraiser chosen by the Company.

(ii) Amortization of share capital

The new Redemption Ratio will be determined by multiplying the Redemption Ratio effective prior to the beginning of the transaction considered by the following ratio:

Value of the share prior to share capital amortization ______

Value of the share before capital redemption less the amount per share of the amortization

To calculate this ratio, the value of the share before capital redemption will be determined using the volume- weighted average of prices listed on Euronext Paris for the three last market sessions preceding the day on which the shares are listed ex- capital redemption.

5.10.5 Merger or absorption of the Company with one or more companies by creation of a new company or spin-off of the Company by contribution to existing or new companies.

The ORANEs shall be repaid in shares of the absorbing or new company in conditions specified herein. The number of shares of the absorbing or new company delivered for repayment for each ORANE will be equal to the number of shares in the Company that the ORANE holder would have received, adjusted by the exchange ratio of Company shares to shares in the absorbing or new company or companies resulting from the spin-off.

The absorbing or new company will be substituted for the issuing company for the application of the above stipulations, used to preserve, if needed, the rights of ORANE Holders in financial transactions or securities and, more generally, to assume all debts linked to the ORANEs incumbent upon the Company in the legal, regulatory or contractual conditions.

5.10.6 Division of shares or merging of Company shares.

The new number of shares that may be obtained as repayment for each ORANE will be determined by multiplying the number of shares that can be obtained in repayment before the beginning of the transaction considered by the ratio:

Number of shares composing the capital after the operation ______

Number of shares composing the capital before the operation

5.10.7 Company buyback of its own shares (via public offering or otherwise) at above market price.

In the case of buyback by the Company of its own shares at a price higher than the off-market trading price or as part of a public offering, the new Redemption Ratio will be equal to the product of the effective Redemption Ratio by the following ratio:

Value of the share + Pc% x (1 – Pc%)

______Value of the share – Pc% x Buyback price

To calculate this ratio:

A-50

− Value of the share refers to the volume-weighted average of prices listed on Euronext Paris in the three last market sessions preceding the buyback;

− Pc% refers to the percentage of capital bought back;

− Buyback price refers to the effective buyback price.

5.10.8 Modification of the allocation of its profits and/or the creation of preferred shares

The Company may amend the rules for the allocation of its profits, including by intermediary of issue of preferred shares. In this case, the new Redemption Ratio will be equal to the Redemption Ratio prior to the beginning of the transaction considered by the following ratio:

Value of the share prior to modification of the profit allocation rules ______

Value of the share prior to modification of the profit allocation rules - Capitalised value per share of the reduction in the right to profits

To calculate this ratio, the value of Company shares before modification of profit allocation will be determined on the basis of the volume-weighted market prices of Company shares on Euronext Paris during the 3 trading days preceding the date of the modification. The capitalised value per share of the amount of the reduction per share in right to profits shall be determined by an appraiser chosen by the Company from the list of appraisers registered with the Paris Court of Appeals.

Notwithstanding the above, if said preferred shares are issued in maintenance of the preferential subscription right of shareholders or by free allocation to share holders of subscription warrants for said preferential shares, the new Redemption Ratio will be adjusted in compliance with paragraphs 5.10.1, 5.10.2, 5.10.3, 5.10.4 and 5.10.6 above.

5.10.9 Company's Distribution of a Dividend.

In the case of Company's payment of any dividend or distribution paid, in cash or in-kind, to shareholders (after any final withholding and not accounting for any applicable deductions) (the "Dividend") - with the understanding that any dividend or distribution (or fraction of dividend or distribution) leading to an adjustment of the Redemption Ratio by virtue of the paragraphs above will not be taken into account for the adjustment described in this paragraph 5.10.9. The new Redemption Ratio will be calculated as indicated below. CA NRAA = RAA × CA − MDD in which:

- NRAA refers to the New Redemption Ratio; - RAA refers to the most recent effective Redemption Ratio; - MDD refers to the amount of the Dividend distributed per share; and - CA refers to the price per share, defined as being equal to the volume-weighted average of Company share prices – listed on Euronext Paris (or, when not listed on Euronext Paris, on another regulated or similar market on which the share is listed) – during the previous most recent three trading sessions in which the share was listed ex-Dividend for the first time.

In the event that (i) it is necessary to adjust the Redemption Ratio under this Paragraph 5.10.9., and that (ii) the Company will have completely used its authorization to issue equities based on which the ORANEs were

A-51 issued, as well as any issuance authorization having the same purpose and likely to be subsequently approved by shareholders, which might be used to ensure the issuance of additional shares for distribution to ORANE holders, and that (iii) the Company does not have a sufficient number of existing treasury shares to address the demand for redemption by ORANE Holders, then the Company will remit, at its option, solely for the amount of the redemption in additional shares corresponding to the adjustment in question, a cash amount to ORANE Holders that have requested early redemption or who will be redeemed at maturity. This sum would be determined by multiplying the weighted average daily volumes by the price of the share on Euronext Paris over the last three trading sessions prior to the request for redemption or prior to the 3rd trading day prior to the maturity date, for the number, or fraction of the number, of additional shares to be redeemed after the adjustment in question.

5.11. Payment for fractional shares Any ORANE Holder may obtain a number of Shares calculated by applying the Redemption Ratio in force to the actual number of ORANEs on that date.

If the number of Shares as calculated is not a whole number, the ORANE Holder may, at his discretion, ask for delivery (via notice to the pay agent no later than 10 calendar days before the scheduled date of the payment):

− either the whole number of Shares immediately lower; in this case, he will be paid in cash a sum equal to the product of the fraction share multiplied by the closing price of the Company's share on Euronext Paris the trading day preceding the notice of redemption (Article R. 228-96 of the French Commercial Code);

− or the next highest whole number of Shares, provided that the ORANE Holder pays the Company an amount equal to the value of the additional fractional share requested, calculated as stipulated in the preceding paragraph.

5.12. Modification of the terms and conditions of the ORANE Pursuant to the applicable French law, any change in the terms and conditions of the ORANE (including the interest rate and the stipulations governing redemption) shall require prior authorization from ORANE Holders.

5.13. Representation of ORANE Holders Pursuant to Article L. 228-103 of the French Commercial Code, the ORANE Holders are grouped together, for the defence of their common interests, in a class which is a legal entity. The ORANE Holders' Meeting must authorize changes to the ORANE issue contract and approved any decision which the law requires it must authorize. The ORANE Holders' Meeting shall also deliberate on proposals for the merger or spin-off of the Company under Articles L. 228-65, I, 3°, L. 236-13 and L. 236-18 of the French Commercial Code, the provisions of which, along with the provisions of Article L. 228-73 of the French Commercial Code. The ORANEs Holders’ Meeting is presided over by a representative of the class. If it is called by a court agent, the meeting is presided over by this agent. Under current legislation, each ORANE gives the right to one vote. The ORANE Holders' Meeting shall validly deliberate only if the holders present or represented hold at least one-fourth of the ORANE with voting rights on the first notice of meeting, and at least one-fifth on the second notice. The Meeting shall vote with a two-thirds majority of the votes held by the holders present or represented. Legal representative of the class of ORANE Holders Pursuant to Article L. 228-47 of the French Commercial Code, the following is named the legal representative of the class of ORANE Holders (the "Representative of the Class"): Ludovic Rodriguez 20, rue de la Justice 92310 Sèvres

A-52 In the absence of any resolution to the contrary adopted by the ORANE Holders' Meeting, the Representative of the Class shall have the power to perform, in the name of the class of ORANE Holders, all management acts to defend the common interests of the ORANE Holders. He shall perform these duties until his death, resignation or dismissal by the ORANE Holders' Meeting or until an incompatibility occurs. His term shall automatically end on the date of the final amortization or general redemption of the ORANE, whether early or not. This term shall, if necessary, be extended automatically until the definitive solution of proceedings in which the Representative of the Class may be engaged and until the execution of any decisions or settlements. Alternate representative of the class of ORANE Holders The alternate representative of the class of ORANE Holders shall be: Philippe Sénéque 23, rue des Saints Pères 77100 Meaux

This alternate representative may be called to replace the Representative of the Class if he is unable to serve. General Information The compensation for the Representative of the Class will be 500 euros per annum; it will be payable on the same day as the day of interest payment relative to the ORANEs as long as there are ORANEs outstanding on that date. The Company shall pay the compensation of the Representative of the Class and the costs for calling a meeting and holding ORANE Holders' Meetings, for publication of Meeting decisions and the costs related to the designation if necessary of the Representative of the Class under Article L. 228-50 of the Commercial Code as well as, more generally, all costs for the administration and organization of the class of ORANE Holders. The meetings of ORANE Holders shall be held at the Company's registered office or at any other location stipulated in the notices of meeting. Each ORANE Holder shall have the right, for 15 days prior to the Holders' Meeting, to read himself or have an agent read or copy the text of the resolutions which will be proposed and the reports which will be presented to the ORANE Holders' meeting. In the event that subsequent bond issues offer subscribers rights identical to those of the ORANE, and if the issue agreements stipulate, the holders of all such bonds shall be grouped into a single class. ORANE Holders’ meeting The ORANE Holders' meeting for a single class may be called at any time. The ORANE Holders' meeting is called by the board of directors, by representatives of the class or by the liquidation administrators during the period of liquidation. One or more ORANE Holders, who hold at least one-thirtieth of the securities of a class, may ask the Company or the Representative of the class to call a meeting. If the Holders' meeting has not been called with the period defined by decree in the Council of State, the authors of the request may designate one of their agents to obtain from the courts the appointment of an agent who will call a meeting.

ORANE Holders' meetings are called under the same conditions of form and time as those for shareholders' meetings.

The agenda for meetings is set by the author of the notice of meeting. However, one or more ORANE Holders have the option, under the conditions stipulated in the second paragraph of Article L. 228-58 of the French Commercial Code, to request the inclusion on the agenda of proposed resolutions. They shall be included on the agenda and submitted by the meeting chairman for a vote by the meeting. The meeting may not deliberate on an item that is not included in the agenda. On the second notice of meeting, the agenda may not be modified.

ORANE Holders whose securities are registered at midnight in Paris on the third trading day prior to the Meeting in the accounts of the relevant financial intermediary may participate in the meeting.

An attendance sheet shall be kept at each meeting. Resolutions adopted at each meeting shall be recorded in

A-53 minutes signed by the officers and kept at the registered offices in a special register.

Any ORANE Holder has a right to participate in the meeting or to be represented by an agent of his choice. Any ORANE Holder may vote by mail using the appropriate form. If the bylaws stipulate, ORANE Holders who participate in the meeting via videoconferencing or using telecommunications equipment which allows identification shall be deemed present for the calculation of the quorum and majority.

Pursuant to the provisions of Article L. 228-69 of the French Commercial Code, each ORANE holder has a right, during the fifteen days prior to the meeting of the Class to which he belongs, to read or copy or to have an agent read or copy, at the administrative offices or, if applicable, any other location stated in the notice of meeting, the text of the resolutions that will be proposed and the reports that will be presented to the meeting.

The right for any ORANE Holder to read or copy the minutes and attendance sheets of meeting of the class to which he belongs may be exercised at the filing location selected by the meeting. Each ORANE holder exercises this right himself or through the agent he has designated by name to represent him at the meeting.

5.14. Resolutions and decisions under which the ORANE are issued 5.14.1. Shareholders' meeting having granted the authority to the issue of the ORANE

See section 4.6.1.

5.14.2. Board of Directors, having decided on the issuance

See section 4.6.2.

5.15. Increase The Company must make the payments for the ORANE to the ORANE Holders without deducting or withholding tax on an account (a "Tax Deduction"), unless such Tax Deduction is required by the applicable law.

5.16. Restrictions on the free negotiability of the ORANE There are no restrictions on the free negotiability of the ORANE imposed by the conditions of the issue.

5.17. Tax treatment of the ORANE

The following provisions summarize the French tax consequences for ORANE Holders under current French tax laws.

This summary is based on the French legal provisions currently in force and could be affected by any changes that may be made to these provisions or the interpretation thereof by the French tax service.

The summary of the tax rules described below assumes that the investor who holds the ORANE is also not a shareholder of the Company. If so, a portion of the interest on the ORANE may be subject to rules different from those described below under Article 39.1.3° of the French Tax Code. Moreover, given their specific features, it does not appear that the ORANE can be considered to offer investors a redemption premium as defined by Article 238 septies E of the French Tax Code.

In any event, the different investors must verify with their normal tax advisor the tax treatment applicable to their individual case.

In addition, persons who are not tax residents of France must comply with the tax laws in force in their State of residence including, as applicable, the tax convention signed by France and their State of residence.

A-54

5.17.1. French tax residents

(a) Individuals who hold ORANE as part of their private assets and do not conduct market transactions under conditions similar to those which characterize an activity performed by a person who conducts this type of transactions professionally

First, it should be noted that ORANE are not eligible for stock savings plan (Plan d’Épargne en Actions- “PEA”).

(i) Income from the ORANE

The interest received by individuals who hold ORANE in the context of the management of their private assets is taxable in the year it is collected. This income is normally included in the total income subject to the progressive income schedule.

This income is also subject to the following social security withholding at the total rate of 12.1% for income received in 2009:

• the general social security contribution ("CSG") at the rate of 8.2%, 5.8% of which is deductible from income subject to income tax at the progressive tax schedule for the year of payment of the CSG;

• the social security withholding of 2%, not deductible from the income tax base;

• the surtax on the social security withholding at the rate of 0.3%, which is not deductible from the income tax base;

• the contribution for the repayment of the social debt ("CRDS") at the rate of 0.5%, which is not deductible from the income tax base; and

• the surtax on the social security withholding of 2% at the rate of 1.1% stipulated in Article L. 262-24, III of the French Code of Social Action and Families (Code de l’action sociale et de la famille), which is not deductible from the income tax base.

Alternatively and to the extent that the paying establishment is established in France, or outside France in a member State of the European Community or in a State that is a party to the agreement on the European Economic Area, with the exception of Liechtenstein, this income may, at the taxpayer's option, be subject to a flat withholding in payment of the income tax at the rate of 18%, plus the social security withholding cited above, at the total rate of 12.1%, which is an effective tax rate of 30.1%. In this case, it should be noted that the CSG is not deductible from the income tax base.

The flat withholding of 18%, and the social security withholding cited above are declared and paid by the paying establishment when it is established in France or, when it is established outside France in a member State of the European Community or in a State that is a party to the agreement on the European Economic Area, with the exception of Liechtenstein, by said paying establishment if it is duly authorized, or by the beneficiary of the income himself.

(ii) Gains on the sale of the ORANE

The sale of the ORANEs by the holders or the repurchase by the Company will create a gain or loss equal to the difference between the sale of the ORANEs and the cost price.

Pursuant to the provisions of Articles 150-0 A and 200 A 2 of the French Tax Code, the net gains realized from the sale or redemption of the ORANE are subject, from the first euro, to the income tax at the rate of 18% if the total amount of the sales of securities and other rights or securities made during the same calendar

A-55 year exceeds, per household, a threshold set at 25,730 euros for sales made in 2009. Investors' attention is called to the fact that this threshold is revised annually.

To this tax at the rate of 18% is added the following social security withholding at the total rate of 12.1%;

- the general social security contribution ("CSG"), which is not deductible from the income tax base;

- the social security withholding of 2%, not deductible from the income tax base;

- the surtax on the social security withholding at the rate of 0.3%, which is not deductible from the income tax base;

- the CRDS at the rate of 0.5%, which is not deductible from the income tax base; and

- the surtax on the social security withholding of 2% at the rate of 1.1% stipulated in Article L. 262- 24, III of the French Code of Social Action and Families, which is not deductible from the income tax base.

Based on the aforementioned social security withholding, the effective tax rates on gains is 30.1%.

Pursuant to the provisions of Article 150-0 D 11° of the French Tax Code, losses from sales realized during a year are chargeable only against gains of the same type realized during the same year or the next ten years, provided that the sale threshold currently set at 25,730 euros describe above, revalued annually, is exceeded in the year of realization of said losses. Gains of the same type mean gains from the sale of securities or corporate rights stipulated in Article 150-0 A of the French Tax Code.

(iii) Redemption of the ORANE in shares

If the ORANEs are redeemed in shares, any gain realized at the time of this redemption benefits from the tax deferral stipulated in Article 150-0 B of the French Tax Code on the condition that this redemption is not accompanied by a balancing payment exceeding 10% of the nominal value of the shares received.

In the event of the subsequent sale of the shares, the gain, calculated on the basis of the price or acquisition value of the ORANE is subject to the tax rules for capital gains on the sale of shares and to the income tax at the rate of 18% if the total amount of the sales of securities and other rights or securities realized during the same year, exceeds the threshold currently set at 25,730 euros per household.

The attention of investors is called to the fact that this threshold is revised annually.

The amount of the balancing payment, not exceeding 10% of the nominal value of the shares received, once received, is taken into account for the determination of the acquisition price of the shares.

This tax at the rate of 18% is increased by the social security withholding cited above at the total rate of 12.1% (the CSG at the rate of 8.2%, the 2% social security withholding, the surtax on the social security withholding at the rate of 0.3%, the new surtax on the social security holding at the rate of 1.1%, and the CRDS at the rate of 0.5%). Based on these social security taxes, the effective tax rate on gains is 30.1%.

(iv) Solidarity tax on wealth

The ORANE held by individuals are included in their taxable holdings and are subject, as applicable, to the solidarity tax on wealth.

(v) Inheritance and gift taxes

ORANE acquired by inheritance or gift are subject to inheritance and gift taxes in France.

(b) Legal entities liable for the corporate tax (IS)

A-56 (i) Income from the ORANEs

The interest earned by legal entities subject to the corporate tax holding the ORANE must be included in the taxable income for the year in which the interest accrues.

This result is subject to the corporate tax at the ordinary law rate which is currently equal to 33 1/3% plus, as applicable, the social security contribution at the rate of 3.3% assessed on the amount of the corporate tax minus an allowance of 763,000 euros per twelve-month period.

Moreover, for certain companies with revenues of less than 7,630,000 euros, in which at least 75% of the fully paid-up capital stock has been held continuously during the year in question by individuals or by a company that meets all these conditions, the rate of the corporate tax is set at 15% on a fraction of their profits capped at 38,120 euros per twelve-month period (Article 219-I-b of the French Tax Code). These companies are also exempt from the social security tax of 3.3% cited above.

(ii) Gains on the sale of the ORANE

The sale of the ORANE or their redemption by the Company results in the realization of a gain or loss equal to the difference between the sale price or redemption price and the price for subscription or acquisition of the ORANE.

As the ORANE are not classified as equity interests, the gains or losses realized at the time of sale or redemption are not eligible for the treatment of long-term gains or losses stipulated by Article 219-I-a quinquies of the French Tax Code.

Therefore, this gain or loss is included in the taxable income subject to the corporate tax at the ordinary law rate of 33 1/3% plus, as applicable, the social security contribution equal to 3.3% assessed on the amount of the corporate tax minus an allowance of 763,000 euros per twelve-month period.

Losses are charged against current profits or contribute to forming a deficit to be carried forward under the conditions defined by ordinary law.

(iii) Redemption of the ORANE for shares

In the event of redemption of the ORANE exclusively for new shares issued at the same time as the redemption, the gain or loss realized by legal entities that are residents of France and subject to the corporate tax at the time of this redemption is included within the scope of the tax deferral stipulated by Article 38-7 of the French Tax Code and must thus be included in the result for the year in which the shares received for this redemption are sold.

At the time of a subsequent sale of the shares received at the time of redemption, the amount from the sale (gain or loss) is determined by reference to the value which the ORANE had, from a tax standpoint, with the seller.

Subject to a penalty equal to 5% of the sums deferred, legal entities benefiting from the aforementioned tax deferral must meet the declaration obligations stipulated in Article 54 septies I and II of the French Tax Code.

On the other hand, the tax deferral treatment stipulated in Article 38-7 of the French Tax Code shall neither apply in the case of redemption of the ORANE for existing shares nor in the case of redemption of ORANEs accompanied by a balancing payment. In this case, the profit or loss realized at the time of the redemption is subject to the corporate tax under the conditions of ordinary law described in section 5.16.1.(b).(ii) above.

A-57

5.17.2. Non-French tax residents

(a) Income from the ORANEs

Under current French law, the following provisions summarize the French tax consequences that could be applied to investors who are not residents of France and hold the ORANE issued by the Company. They must, however, verify the tax treatment applicable to their individual case with their normal tax advisor.

Interest is paid and the ORANE redeemed subject only to deduction of the withholding and taxes which the law levies on the holders of the ORANE.

The ORANE are considered to have been issued outside France for the application of the provisions of Article 131 quater of the French Tax Code (BOI 5 I-11-98, Instruction of 30 September 1998 and Rescrit 2007/59 of 8 January 2008). Therefore, the income from the ORANE paid to persons whose tax residence or registered offices are outside France are exempt from the withholding stipulated in Article 125 A III of the French Tax Code. The income from the ORANE shall also be exempt from the social security withholding stipulated in Articles 1600-O C and ff. of the French Tax Code.

In the event the French Republic in the future institute withholding on income from bonds, the Company shall not be required to increase its payments for the ORANE in order to offset this withholding.

Non-French tax resident must also comply with the tax laws in force in their State of residence, modified if applicable by the tax convention signed by France and this State.

Individuals and legal entities who are not French tax residents must, however, verify their individual tax consequences with their normal tax advisor.

On 3 June 2003, the Council of the European Union adopted a directive on the tax treatment of income from savings in the form of interest payments, as amended on 19 July 2004 (the "Directive"), and transposed into domestic French law in Article 242 ter of the General Tax Code. Provided that certain conditions are met, the Directive stipulates that the Member States must, as of 1 July 2005, provide the tax authorities of another Member State with detailed information about any interest payment as defined by the Directive (interest, income, premiums or other income) made by a payor agent within its jurisdiction to an individual resident of said other Member State (the "Information System").

For this purpose, the term "payor agent" is defined broadly and includes any economic operator which is responsible for the payment of interest as defined by the Directive to the immediate profit of individual beneficiaries.

However, during a transition period, certain member States (Luxembourg, Belgium, and Austria), in lieu and place of the Information System applied by the other Member States, apply withholding on any interest payment as defined by the Directive. The rate of this withholding is 15% for the first three years, 20% for the next three years, and 35% until the end of this transition period. This transition period will close at the end of the first full financial year following the following dates: (i) the effective date of the agreement which the European Community, after a decision of the Council voting unanimously, has signed respectively with the Swiss Confederation, the Principality of Liechtenstein, the Republic of San Marin, the Principality of Monaco and the Principality of Andorra, which provides for the exchange of information on request, as it is defined in the OECD model convention on the exchange of tax information published on 18 April 2002 (the "OECD Model Convention"), with regard to interest payments as defined by the Directive, and the simultaneous application by these countries of withholding defined for the corresponding periods; and (ii) the date on which the Council has unanimously agreed that the United States of America has made a commitment to exchange information on request under the conditions stipulated by the OECD Model Convention with regard to interest payments as defined by the Directive.

Certain non-member States of the European Union and dependent or associated territories have agreed to adopt similar measures (exchange of information or withholding) since 1 July 2005.

A-58 (b) Gains from the sale of the ORANEs

The gains realized on the sale of the ORANEs for consideration by individuals who are not tax resident of France as defined by Article 4 B of the General Tax Code, or by legal entities with registered offices located outside France (without having a permanent establishment or fixed base in France to the assets of which the ORANE would be attached) are not subject to the tax in France, pursuant to the provisions of Article 244 bis C of the French Tax Code.

If the ORANEs are redeemed for shares, the profit if any realized by individuals who are not tax residents of France as defined by Article 4 B of the General Tax Code, or by legal entities with registered offices located outside France (without having a permanent establishment or fixed base in France to the assets of which the ORANE would be attached) are not subject to the tax in France, pursuant to the provisions of Articles 131 quater and 244 bis C of the French Tax Code.

As the ORANEs are denominated in euros, this exemption is intended to be applied without holders having to prove the location of their residence or their registered offices.

(d) Solidarity tax on wealth

Individuals who are not tax resident of France as defined by Article 4 B of the French Tax Code are not liable for the solidarity tax on wealth in France in respect of their financial investments.

(e) Inheritance and gift taxes

France levies inheritance and gift taxes on bonds issued by French companies and acquired through inheritance or gift by an individual who is not a resident of France.

However, France has signed with a number of countries conventions to prevent double taxation on inheritances and gifts, under the terms of which the residents of the countries which has signed such conventions may, provided they meet certain conditions, be exempt from inheritance and gift taxes in France or obtain a tax credit in their State of residence.

It is recommended that potential investors consult their normal tax advisor concerning their liability for inheritance and gift taxes on the ORANE they may hold, and on the conditions under which they may obtain an exemption from these taxes or a tax credit under tax conventions signed with France.

5.17.3. Other situations

The ORANE Holders subject to tax rules other than those described above must consult their normal tax advisor about the tax rules that apply to their individual case.

A-59 6. TERMS OF ISSUANCE

6.1. Conditions, forecasted timetable and procedures for subscription applications

Issuance of new shares

Number of new shares 6,459,301 New Shares at the ratio of 1 New Share for issuance and issue per 3 existing shares which is a total capital amount increase, issue premium included, of 51,028,478 euros, and may be increased to a maximum number of 6,500,000 New Shares, which is a maximum capital increase, issue premium included, of 51,350,000 euros if all the stock options are exercised by their beneficiaries before 23 May 2009 at 11:59 p.m.

Subscription price for The subscription price of a New Share is 7.90 the New Shares euros, that is, an issue premium of 3.90 euros per New Share. This price of 7.90 euros per New Share represents a face value discount of 39.1% in relation to the closing price for the Company’s share on Euronext Paris on 5 May 2009 (12.98 euros).

Vesting date for the The New Shares shall vest immediately and shall New Shares be analogous to the existing shares upon their issuance.

Issuance of ORANEs

Amount of issuance 50,978,794 euros, that may be increased to 51,300,000 euros, in the event of the exercise of the entirety of the stock options by their beneficiaries before 23 May 2009 at 11:59 p.m.

Number of ORANEs to 5,962,432 ORANEs that may be increased to be issued 6,000,000 ORANEs, in the event of the exercise of the entirety of the stock options by their beneficiaries before 23 May 2009 at 11:59 p.m.

Unit face value of the 8.55 euros, generating a discount of 34.1% in ORANEs relation to the closing price for the Company’s share on Euronext Paris on 5 May 2009 (12.98 euros).

Issue price and issue The face value, that is, 8.55 euros per ORANE date of the ORANEs payable in full on the Issue Date, (corresponding to the settlement date), 8 June 2009.

Interest rate Each ORANE will bear interest at the annual rate of 5%, as from its Issue Date, up to the date of full repayment, payable when due on 8 June each year and for the first time on 8 June 2010.

A-60 Redemption of the The ORANEs are redeemed, at the Company’s ORANEs on Maturity request, in new or existing Company’s shares for Date the total on 8 June 2012 (the “Maturity Date”).

Early redemption of the The ORANE holders (the “ORANE Holders”) ORANEs at the shall, at any time from 8 June 2009 and until the Holders’ request Maturity Date, request the early redemption of the ORANEs.

Vesting of the shares The new shares that will be issued as a result of the issued as a result of redemption of the ORANEs will confer the same redemption of the current dividend rights as existing shares from the ORANEs time of issue.

6.1.1. Transaction amount

The gross proceeds from the issuance of the New Shares and of the ORANEs respectively amount to 51,028,478 euros and 50,978,794 euros, possibly to be increased to 51,350,000 euros and 51,300,000 euros in the event of the exercise, prior to 23 May 2009 at 11:59 p.m., of the exercisable stock options.

The net proceeds from the issuance of the New Shares and of the ORANEs should amount to about 98 million euros, possibly to be increased to 99 million euros in the event of the exercise, prior to 23 May 2009 at 11:59 p.m., of the exercisable stock options.

Limitation of the transaction amount Pursuant to Article L. 225-134 of the French Commercial Code and the decision of the Board of Directors dated 6 May 2009, if subscriptions, both irreducible and reducible, have not absorbed the entire issuance, the Chief Executive Officer, upon delegation from the board of directors, may use some or all of the following authority, in such order as it may decide: either to limit the amount of the transaction to the amount of subscriptions received in the event that they represent at least three quarters of the agreed-upon capital increase, or to distribute them freely, or to offer the non-subscribed shares to the public.

It is to be noted, however, that this issuance is subject to subscription commitments and subscription guarantee in the amount of 75.3% of the total amount, under the conditions described in Paragraph 6.3.3.

Suspension of the option to exercise Stock Options and share purchase options. The option to exercise stock options and purchase options will be suspended from 24 May 2009 until 31 July 2009 inclusive, in accordance with the law, regulations, and the rules and procedures for the issue of Océanes. This suspension was published in the Bulletin des annonces légales obligatoires (BALO) in accordance with Article R. 225-133 of the French Code de commerce and will take effect on 23 May 2009 at 11:59 p.m. The exercise option will resume on 1 August 2009.

Preservation of the rights of the beneficiaries of the Stock Options, share purchase options, actions allotted free of charge, and of Océanes holders The rights of the beneficiaries of the stock options and share purchase options who have not exercised their capacity to exercise before 23 May 2009 at 11:59 p.m., of the beneficiaries of shares allotted free of charge in the process of acquisition and of holders of Océanes issued on 3 November 2004 (the “Océanes 2004”) will be preserved in accordance with the law, regulations, and the rules and procedures for the plans for stock options, share purchase options, and plans for shares free of charge and with the Océanes issuance contract of 2004.

6.1.2. Subscription period and procedure

Preferential subscription rights (“PSRs”)

A-61 Subscription by irrevocable right to subscribe

Subscription of the New Shares and of the ORANEs is reserved, by preference, to the holders of existing shares recorded on the books on their account at the close of the accounting day of 8 May 2009 and of the shares resulting from the exercise prior to 23 May 2009 at 11:59 p.m. of the stock options. On 11 May 2009 a PSR will be detached from each existing share permitting the subscription to New Shares and a PSR permitting the subscription to ORANEs. The PSR owners may subscribe as of right at the ratio of: − 1 New Share with a par value of 4 euros for 3 existing shares owned (3 PSRs will enable subscription of 1 New Share at the price of 7.90 euros per New Share), without taking fractions into account. − 4 ORANEs for 13 existing shares owned (13 PSRs will qualify the holder to subscribe for 4 ORANEs at the price of 8.55 euros per ORANE), without taking fractions into account. The PSRs may only be exercised in the amount of the number of PSRs qualifying the holder to subscribe for a whole number of New Shares and/or of ORANEs. Such shareholders or transferees of their rights as do not own, for subscription as of right, enough existing shares to obtain a whole number of New Shares and/or of ORANEs must take it upon themselves to acquire, on the market, the number of preferential subscription rights necessary for subscribing to a whole number of New Shares and/or ORANEs of the Company and/or may join in order to exercise their rights, but they shall not be able, by virtue of such event, to thus cause an undivided subscription to result, as the Company shall only recognize a single owner for each share. The PSRs comprising fractions may be disposed of on the market during the subscription period. Subscriptions by right subject to reduction

At the same time as they file their subscriptions as of right, the shareholders or the transferees of their PSRs may subscribe, as excess, such number of New Shares and/or number of ORANEs as they may desire over and above the number of New Shares and/or of ORANEs as may result from exercise of their PSRs as of right.

The New Shares and/or the ORANEs eventually not absorbed by the subscriptions as of right shall be distributed and attributed to the subscribers as excess. Subscription orders for the excess shall be filled within the limits of their requests and pro-rata of the number of existing shares the rights of which may have been used in support of their subscription as of right, but it shall not thus result that a fraction of a new share is attributed. In the event that the same subscriber submits several distinct subscriptions, the number of New Shares and/or of ORANEs pertaining thereto as excess shall not be calculated on the entirety of the PSRs thereof unless the subscriber so specially requests expressly in writing, at latest on the subscription closing day. Such request must be attached to one of the subscriptions and must provide all instructions useful for merger of the rights, by specifying the number of subscriptions made as well as the authorised intermediary or intermediaries with whom such subscriptions may have been filed. Subscriptions in the name of different subscribers cannot be merged in order to obtain excess shares. A notice disseminated by Euronext Paris will announce the distribution scale for excess subscriptions (see paragraph 6.1.3). Theoretical Values for the PSRs

On the basis of the closing price for the Company’s share on 5 May 2009 on the basis of 1 New Share for 3 existing shares and taking into account the value of the PSRs to ORANEs the theoretical value of the PSR attached to the New Shares amounts to 1.03 euros.

On the basis of the closing price for the Company’s share on 5 May 2009 on the basis of 4 ORANEs for 13 existing shares and taking into account the value of the PSRs to New Shares the theoretical value of the PSR attached to the ORANEs amounts to 0.92 euros.

Procedure for the exercise of the PSR

A-62 In order to exercise their PSRs to New Shares or to ORANEs Holders must so request from their authorized financial intermediary at any time between 11 May and 26 May 2009 inclusive, and must pay the New Share or ORANE subscription price as the case may be. Unexercised PSRs shall automatically expire at the end of the subscription period, that is, 26 May 2009.

PSRs must be exercised by their beneficiaries, under penalty of expiration, prior to the expiration of the subscription period.

By law, PSRs shall be tradable for the duration of the subscription period mentioned above, under the same conditions as the existing shares.

Transferors of PSRs shall become divested thereof in favour of the transferees, who, for the exercise of the PSRs thus acquired, shall be deemed purely and simply substituted for all of the rights and obligations of the owners of the existing shares.

The beneficiaries of stock options who exercise their options prior to the suspension date mentioned in paragraph 6.1.1 shall, up to 23 May 2009, inclusive, be able to exercise or to transfer the preferential subscription rights delivered at the same time as the shares resulting from the exercise of options.

PSRs unexercised as of the end of the subscription period shall become automatically expired.

PSRs detached from the Company’s treasury shares

By application of Article L. 225-206 of the French Commercial Code, the Company cannot subscribe its own shares.

The PSRs detached from the 296,157 treasury shares of the Company, that is, 1.5% of the share capital as of 5 May 2009, and which have not been allotted to beneficiaries of share purchase options having exercised their options before 23 May 2009 at 11:59 p.m., shall be transferred on the market prior to the end of the subscription period under the conditions of Article L. 225-210 of the French Commercial Code.

Given that they are exercisable monthly, the Océanes 2004 will not, in practice, generate shares that could participate in this operation.

6.1.3. Procedures for publication of the results

The number of New Shares and ORANEs actually issued will be the subject matter of a press release from the Company and of a notice published by Euronext Paris.

6.1.4. Forecast timetable

A-63

6 May 2009 Approval of the Prospectus by the AMF Execution of the management agreement and of the subscription commitments 6 May 2009 Publication by the Company of a press release describing the main characteristics of the issuance Publication by Euronext Paris of the notice of issuance 8 May 2009 Issuance of a notice to the beneficiaries of stock options and and share purchase options relating to suspension of the ability to exercise stock options and share purchase options and issuance of a notice to Océanes holders. 11 May 2009 Opening of the subscription period – detachment and start of trading of the PSRs to New Shares and PSRs to ORANEs on Euronext Paris 24 May 2009 Start of the suspension period for the ability to exercise stock options and share purchase options. 26 May 2009 End of the subscription period – end of listing of the PSRs 4 June 2009 Issuance by Euronext Paris of the notice of listing of the New Shares and of the ORANEs indicating the final amount of the capital increase and the distribution scale for excess subscriptions 8 June 2009 Issuance and listing of the New Shares and of the ORANEs on Euronext Paris Settlement – delivery 11 June 2009 Publication of semi-annual accounts as from 30 April 2009 31 July 2009 at the latest Resumption of ability to exercise stock options and share purchase options.

6.1.5. Revocation / Suspension of the offering

Not applicable.

6.1.6. Reduction of the subscription

The issuance is to be carried out with maintenance of the PSR. The shareholders may subscribe, as of right, at the ratio (i) of 1 New Share for 3 PSRs to New Shares held and (ii) 4 ORANEs for 13 PSRs to ORANEs held (under the conditions described in paragraph 6.1.2) without subjecting their orders to the possibility of being reduced.

Shareholders may also subscribe for the excess. The conditions for excess subscription of the New Shares and of the ORANEs not subscribed as of right and the procedures for reduction are described in paragraph 6.1.2.

6.1.7. Minimum and/or maximum amount of a subscription

As the issuance that is being carried out with maintenance of the preferential subscription right, there is no minimum and/or maximum subscription. 6.1.8. Revocation of subscription orders

The subscription orders are irrevocable.

A-64 6.1.9. Payment of funds and methods for the issuance of the New Shares and of the ORANEs

The subscriptions of the New Shares and of the ORANEs and the payments of funds by subscribers whose certificates are in administered registered form or in bearer form, or their authorized provider acting in their name and for the account, shall be received up to 26 May 2009 by the authorized financial intermediaries who hold the accounts where their securities are recorded. The subscriptions and payments of shareholders whose certificates are recorded in purely registered form shall be received without charge up to 26 May 2009 by CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09.

Each subscription must be accompanied by payment of the subscription price. The funds paid in support of the subscriptions shall be centralised at the Clearing Agent, which shall be in charge of making the certificate of deposit of the funds confirming the performance of the capital increase and the issuance of the New Shares and of the ORANEs.

The date provided for delivery of the New Shares and of the ORANEs is 8 June 2009.

6.2. Plan for the distribution and allocation of the securities – Restrictions applicable to the issuance

6.2.1. Restrictions applicable to the issuance

Class of potential investors

Since the issue is being made with preferential subscription rights on an irreducible and reducible basis, the PSRs shall be allocated to all Company shareholders, including those having exercised stock options and share purchase options by 11:59 p.m. on 23 May 2009. Thus the new shares to be issued may be subscribed by the initial PSR holders, as well as by preferred subscription right transferees. Countries in which the offering will be open

The offering will be open to the public only in France. Restrictions applicable to the offering

The dissemination of this Prospectus, the sale of shares, PSRs and the subscription of New Shares and ORANEs may be subject to specific regulations in some countries, including the United States of America. Persons in possession of this Prospectus must become informed of any local restrictions and comply with them. Authorised intermediaries may not accept any subscription to New Shares or to ORANEs, nor any exercise of PSRs coming from clients having an address located in a country that has instituted such restrictions, and the corresponding orders shall be deemed null and void. Any person (including trustees and nominees) receiving this Prospectus must not distribute it within or send it to any such countries except in accordance with the laws and regulations applicable thereto. Any person who, for any reason whatsoever, sends or allows this Prospectus to be sent to such countries must make the recipient aware of the stipulations of this paragraph. In general, any person exercising PSRs outside of France must make sure that such exercise does not infringe local law. The Prospectus or any other document relative to the issuance of New Shares and ORANEs may not be distributed outside of France, except in accordance with locally applicable laws and regulations, and may not be construed as a subscription offering in the countries where such offering would infringe the applicable local law.

(a) Restrictions concerning the States of the European Union (other than France) in which Directive 2003/71/EC of 4 November 2003 has been transposed In the case of European Economic Space Member States other than France (the “Member States”) having transposed the Prospectus Directive, no measures have been taken and none shall be taken for purposes of allowing a public offering of the New Shares, the ORANEs and the PSRs requiring the publication of a

A-65 prospectus in any one of the Member States. Consequently, the New Shares, ORANEs and PSRs may be offered in Member States only to the following: - legal entities approved or regulated as financial market operators, as well as unapproved and unregulated entities whose exclusive corporate object is investing in securities;

- any legal entity meeting at least two of the following three criteria: (1) an average staff of at least 250 employees during the last fiscal year, (2) a balance sheet total greater than 43 million euros, and (3) annual net revenues greater than 50 million euros, as indicated in the Company’s latest individual or consolidated annual financial statements; or

- under circumstances not requiring the publication of a prospectus by the Company pursuant to Article 3(2) of the Prospectus Directive.

For purposes of this section, the expression “public offering” in a given Member State shall mean any notice addressed to persons, in any form and by any means whatsoever, presenting enough information on the conditions of the offering and on the securities involved in the offering to allow an investor to decide to buy or to subscribe these securities, as this definition has been amended, as pertinent, in the Member State in question, and the expression “Prospectus Directive” shall mean Directive 2003/71/EC, as transposed in the Member State in question.

These sales restrictions concerning Member States shall be in addition to any sales restrictions applicable in the Member States having transposed the Prospectus Directive.

(b) Additional restrictions concerning other countries (i) Restrictions concerning the United States of America Neither the New Shares, nor the PSRs, nor the ORANEs, nor the shares to be issued upon redemption of the ORANEs have been, nor will they be registered pursuant to the U.S. Securities Act of 1933, as amended (referred to hereinafter as the “U.S Securities Act”). The New Shares, the ORANEs, the PSRs, and the new shares to be issued or delivered upon redemption of the ORANEs may not be offered, sold, exercised or delivered within the territory of the United States of America, as defined by Regulation S of the U.S. Securities Act, except to qualified investors (“qualified institutional buyers”), as defined by Regulation 144A of the U.S. Securities Act, within the framework of an offering made under an exemption from registration requirements under the U.S. Securities Act. Consequently, in the United States, investors who are not qualified investors may not participate in the offering and subscribe the New Shares or the ORANEs or exercise the PSRs. Subject to the exemption provided for by Section 4(2) of the U.S. Securities Act, no envelope containing subscription orders may be mailed in the United States of America or sent in any other manner from the United States of America, and any persons exercising their PSRs and wishing to hold their shares in registered form must provide an address outside of the United States of America. Any buyer of New Shares or ORANEs or any person buying and/or exercising PSRs shall be deemed to have represented, warranted and recognised, in accepting the delivery of this Prospectus and the delivery of the New Shares, the ORANEs or the PSRs, either that he is acquiring the New Shares or the ORANEs or buying and/or exercising PSRs within the framework of an “offshore transaction,” as defined by Regulation S of the U.S. Securities Act, or that he is a qualified investor (“qualified institutional buyer”), as defined by Regulation 144A of the U.S. Securities Act and, in the latter case, he shall be required to sign a declaration in the English language (“investor letter”) addressed to the Company according to the form available at the Company. Subject to the exemption provided for in Section 4(2) of the U.S. Securities Act, authorised intermediaries may not accept the subscription of New Shares or ORANEs from clients having an address located in the United States of America, and the said notices shall be deemed as null and void. Furthermore, until the end of 40 days from the date of opening of the subscription period, a sales offering or a sale of New Shares or ORANEs in the United States of America through a financial

A-66 intermediary (whether participating in this offering or not) may prove to be an outright violation of the registration requirements pursuant to the U.S. Securities Act if this sales offering or this sale is made other than in accordance with an exemption from registration requirements pursuant to the U.S. Securities Act

(ii) Restrictions concerning Italy

No prospectus has been or will be registered in Italy with the Italian Securities Commission (Commissione Nazionale per la Società e le Borsa, “Consob”) in accordance with Italian laws and regulations on financial products. Consequently, the New Shares, the ORANEs and the PSRs may not be offered, transferred or delivered in Italy, and no copy of this Prospectus, nor any other document relative to the New Shares, the ORANEs and the PSRs may or will be distributed in Italy, except to:

(a) qualified investors (investitori qualificati) (the “Qualified Investors”), as defined by Article 2, paragraph (e) from (i) to (iii) of the Prospectus Directive, except for (a) management companies (società di gestione del risparmio) approved for third-party individual portfolio management and (b) fiduciary companies (società fiduciarie) approved for individual portfolio management pursuant to Article 60 (4) of Legislative Decree No. 415 of 23 July 1996, as amended, or

(b) under circumstances that are exempt from the application of the regulations concerning an offering of financial products to the public pursuant to Article 94 et seq. of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Law”), and Consob Regulation No. 11971 of 14 May 1999, as amended (“ Regulation No. 11971”).

Any offering, transfer or delivery of New Shares, ORANEs or PSRs or any distribution in Italy of the Prospectus or any other document relative to the New Shares, the ORANEs or the PSRs under the circumstances mentioned in (a) and (b) above shall and must take place:

- through an investment services provider, a bank or any intermediary approved to engage in such activities in Italy, in accordance with the Financial Law and Legislative Decree No. 385 of 1 September 1993 (the “Banking Law”) and Consob Regulation No. 16190 of 29 October 2007, as amended ; and

- in accordance with Article 129 of the Banking Law and the regulations for application by the Bank of Italy, as amended, by virtue of which the Bank of Italy may request information on the financial instruments issued or offered in Italy ; and

- in accordance with any applicable Italian regulation and any other condition or limitation that may be imposed by the Consob.

(iii) Restrictions concerning Canada

The PSRs, the New Shares and the ORANEs may not be offered, sold or acquired in Canada.

The PSRs, the New Shares and the ORANEs offered by the Company are principally being offered outside of Canada. In Canada, PSRs, the New Shares and the ORANEs are being offered pursuant to a Canadian Offering Memorandum by the Company on a private placement basis in the Canadian provinces of Ontario and Québec (the “Canadian Jurisdictions”) in accordance with the requirements of the securities laws of the applicable Canadian Jurisdiction. The PSRs, the New Shares and the ORANEs offered pursuant to the Canadian Offering Memorandum, and the shares to be issued or delivered on redemption of the ORANEs, have not been and will not be qualified by prospectus for sale to the public under applicable Canadian securities laws, and the securities offered thereby may not be offered or sold except to “accredited investors” (as defined in National Instrument 45-106 Prospectus and Registration Exemptions (or in Québec, Regulation 45-106 respecting Prospectus and Registration Exemptions) resident in the Canadian Jurisdictions.

A-67

Any resale of the PSRs, the New Shares and the ORANEs must be made in accordance with applicable securities laws, which may vary depending on the applicable Canadian Jurisdiction, and which may require re-sales to be made in accordance with exemptions from registration and prospectus requirements. In certain circumstances, these resale restrictions may apply to resales made outside of Canada. Canadian Investors are advised to seek legal advice prior to any contemplated resale of the PSRs, the New Shares and the ORANEs.

(iv) Restrictions concerning Australia and Japan

The PSRs, New Shares and ORANEs shall not be offered, sold or acquired in Australia or in Japan.

6.2.2. Intent to subscribe on the part of the main shareholders of the Company or of the members of its administrative or management bodies

See section 6.3.3 6.2.3. Pre-allocation information

Subscription of the New Shares and of the ORANEs is reserved, by preference, to the existing shareholders of the Company or to the transferees of their preferential subscription rights. 6.2.4. Notice to subscribers

Subscribers who have placed orders for subscription as of right are assured, under reservation of the actual occurrence of the capital increase in its entirety, of receiving such number of New Shares and of ORANEs as they may have subscribed (see paragraph 6.1.2) Those who have placed orders for the subscription of excess shares under the conditions established in paragraph 6.1.2 shall be informed as to their allocation by their financial intermediary.

A notice published by the Company in a journal for legal notices in the location of the registered office of the Company as well as a notice issued by Euronext Paris shall announce, if the case arises, the distribution scale for subscriptions for the excess.

6.2.5. Over-allotment and extension

Not applicable.

6.3. Placement and underwriting

6.3.1. Identification information of the Lead Managers and Joint Bookrunners

CALYON 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex

NATIXIS 115, rue Réaumur 75002 Paris

6.3.2. Identification information of the intermediaries in charge of the depositing of the subscription funds and of the financial servicing

The credit institution that is depository for the subscription funds is: CACEIS Corporate Trust, 14, rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09.

A-68 The servicing of the certificates and the financial servicing for the Company’s shares are provided by CACEIS Corporate Trust, 14, rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09.

The servicing of the securities s and the financial servicing for the Company’s ORANEs are provided by CACEIS Corporate Trust, 14, rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09.

6.3.3. Underwriting

Commitments of the Company's principal shareholders

- Fipar International

Fipar International (Caisse de Dépôt et de Gestion), which currently holds 2,081,140 shares of the Company representing 10.74% of the share capital and 10.5% of the voting rights of the Company, has committed itself irrevocably and unconditionally to subscribing the following directly irreducibly and, as pertinent, reducibly: (i) the New Shares issue up to the amount of 10 million euros, representing 1,265,823 New Shares, and (ii) the ORANEs issue up to the amount of 30 million euros., representing 3,508,772 ORANEs. On the date of settlement and delivery of the New Shares, Fipar International may hold (depending on the outcome of its subscription on a reducible basis) up to a maximum of 13.7% of the share capital of the Company. The ORANEs subscribed by Fipar International will entitle it upon redemption of the ORANEs to receive Company shares representing an additional holding of 10.0% of the share capital of the Company (assuming that no other operation comes to change the Company’s share capital). Moreover Fipar International undertook the commitments mentioned in paragraph 4.6.2.

- The Rolaco Group

The Rolaco Group (Abanat Limited et Compagnie Européenne de Promotion (C.E.P.) S.A.), which currently holds 909,577 Company shares representing 4.69% of the Company’s share capital and 4.6% of its voting rights, has irrevocably and unconditionally undertaken to subscribe by irrevocable right to subscribe (à titre irréductible) to directly and irreducibly subscribe to the issuance of New Shares and the issuance of ORANEs in the amount of its holding in the Company’s share capital.

- Air France Finance

Air France Finance, which currently holds 387,160 of the Company’s shares, representing 2.00% of the Company’s share capital and 2.00% of its voting rights, has irrevocably and unconditionally undertaken to subscribe, directly and by irrevocable right to subscribe (à titre irréductible), the issuance of New Shares and the issuance of ORANEs in the amount of its holding in the Company’s share capital.

Subscription guarantees by non-shareholders - Caisse des Dépôts et Consignations The Caisse des Dépôts et Consignations, which currently does not hold any Company shares, has undertaken, under certain conditions, to subscribe, directly or through one or more entities of its group that would substitute for it, up to a total maximum amount of 20 million euros representing 2,531,646 New Shares, New Shares that would remain unsubscribed at the end of the centralisation period for by-right and excess (à titre irréductible et à titre réductible) PSR holder subscriptions. The Caisse des Dépôts et Consignations may be released however from its subscription commitment at any time until the date of settlement and delivery by decision notified to the Company after consultation with the Company, upon the occurrence of each of the cases enumerated below:

(i) the existence, for a significant period, of disruptions in the clearing, settlement and delivery or stock pricing systems on the Euronext Paris, the New York Stock Exchange or the London Stock Exchange; or

(ii) the existence of a general moratorium concerning bank activities decided by the

A-69 competent authorities in France, the United Kingdom or the United States and a significant interruption in banking activities in France, the United Kingdom or the United States ; or

(iii) a suspension or limitation, for a significant period, of trading on Euronext Paris decided by the competent authorities or Euronext Paris; or

(iv) an exceptional exterior event to the current context having a direct and significant impact on the Company’s activities and its group in a whole;

(v) to the extent that the event, circumstance or change mentioned in paragraphs (i) to (iv) above should have such a significant effect that it would render the Issuances of New Shares and ORANEs impossible or would seriously compromise them.

In order to allow the Caisse des Dépôts et Consignations representation on the Company’s board of directors, provided that the Caisse des Dépôts et Consignations should in fact invest so as to obtain an interest of approximately 5% of the share capital of the Company (on an undiluted basis), in line with that of the current shareholders with representation on the Company’s board of directors, it shall benefit from the cooptation of a director on the Company’s board of directors and from the appointment of this director to the Company’s strategic committee.

- Crédit Agricole S.A.

Crédit Agricole S.A., who currently holds no Company shares, has irrevocably and unconditionally committed to subscribe directly or through one or more entities of its group that it exclusively controls, in the amount of up to a total 10 million euros distributed between 632,911 New Shares and 584,795 ORANEs, the New Shares and the ORANEs that remain unsubscribed at the end of the clearing period for by-right subscriptions and excess subscriptions, on the settlement/delivery date at the subscription price for New Shares and ORANEs. Crédit Agricole S.A. has indicated its intention, in the event that it has not acquired the number of New Shares or the number of ORANEs included in its guarantee commitment, to acquire shares and/or ORANEs of the Company subsequent to the date of settlement and delivery, in the amount of the abovementioned number of New Shares or ORANEs, respectively, subject to its overall investment not representing more than 10 million euros.

In the Company's opinion, it has not communicated, as part of its discussions with the investors cited above, any precise information directly or indirectly concerning the Company and its Group, other than public information (including market-consensus-type information) and information included in this Prospectus that could if made public have a significant impact on the share price of Club Méditerranée. Reduction and information concerning subscription by shareholders and non-shareholders As applied to all shareholders, Fipar International’s subscription order by right subject to reduction (à titre réductible) will be served within the limit of its request for ORANEs and in proportion to the number of PSRs exercised by irrevocable right to subscribe (à titre irréductible).

In the event that the subscription commitments of the two non-shareholder investors abovementioned are greater than the number of New Shares and/or ORANEs effectively unsubscribed by irrevocable right to subscribe or by right subject to reduction (à titre irréductible ou réductible), the subscriptions of the non- shareholder investors will be reduced in proportion to their respective subscription commitments. Such reduction will relate to the ORANEs and/or the New Shares, depending on these two products’ subscription levels.

None of the subscription commitments described above constitute a performance bond in the sense of Article L. 225-145 of the French Commercial Code.

Total amount guaranteed

A-70 Subscription commitments by shareholder investors and non-shareholders as at the date of this Prospectus represented 75.3% of the New Shares and of the ORANEs. Intention of other shareholders holding more than 5% of the Company share capital

Accor notified the Company that it would not subscribe to the New Shares and ORANEs issues. The Company does not know anything about the intentions of its other shareholders holding more than 5% in its share capital.

Management contract The Company has concluded a management contract with CALYON and NATIXIS, as Lead Managers and Joint Bookrunners, under which CALYON and NATIXIS ensure the coordination and management of the operation and will solicit shareholders' and acquirers’ interest in the PSRs to the New Shares and to the ORANEs. However, CALYON and NATIXIS do not guarantee the New Share or ORANE issue. The management contract could be terminated under the same circumstances as the subscription commitment of the Caisse des Dépôts et Consignations. Abstention and holding commitment of the Company For a period beginning on the date of signing of the management contract, i.e. 6 May 2009, and expiring 150 calendar days after the date of settlement and delivery of the New Shares and the ORANEs, and except as agreed beforehand (which agreement may not be refused without reason) by the Lead Managers, notified to the Company, the Company commits itself to the following:

(a) not to implement any issuance, offering, loan, pledge or transfer, directly or indirectly, of preferred shares, bonds, or any other transferable securities entitled, in each case, through conversion, exchange, redemption, presentation of a warrant, or in any other manner to the allocation of securities issued or to be issued in representation of a portion of the capital of the Company (the “Equity Securities of the Company”), or an operation on equity securities having a similar economic effect or again not to make any public announcement of its intention to make such an operation or to allow a Subsidiary to make any issuance, offering, loan, pledge or transfer, directly or indirectly of Equity Securities of the Company or of transferable securities giving access, directly or indirectly, in the future or immediately, to Equity Securities of the Company or an operation on equity securities having a similar economic effect or again a public announcement of its intention to make such an operation, it being specified that the following are excluded from the scope of application of this paragraph: (1) the issuance of New Shares; (2) the issuance of ORANEs, as well as the new shares to be issued upon redemption of ORANEs; (3) transfers of PSRs corresponding to Shares held directly by the Company; (4) securities liable to be issued, offered or transferred to employees and corporate officers of the Company and of companies in its group as part of existing or future share stock options or free share allocation plans, and in connection with capital increases reserved for employees and retirees of the Company and of the subsidiaries belonging to the group savings plan; (5) the operations made as part of a Company share buyback programme; (6) the allocation of shares in case of the conversion of bonds with the option of conversion into new shares and/or exchange for existing shares issued by the Company; (7) capital increases by incorporation of reserves, profits or premiums with the free allocation of shares; and

(b) not to allow, offer or transfer, directly or indirectly, any option or any right on the Equity Securities of the Company or to issue Company stock option warrants, except for the allocation of Company stock option or purchase options or free Company shares to Company employees and executive and non-executive corporate officers.

6.3.4. Underwriting agreement (Convention de prise ferme)

None.

A-71

7. LISTING AND DEAL ARRANGEMENTS

7.1. Listing

The PSRs to New Shares and the PSRs to the ORANEs shall be detached on 11 May 2009 and traded on Euronext Paris up to the end of the subscription period, that is, 26 May 2009, under the following respective ISIN codes FR0010756007 and FR0010756031.

As a result, the existing shares are to be traded ex-right starting from that date.

The Company has requested the listing of the New Shares and of the ORANEs for trading on Euronext Paris. The New Shares are to be listed on the same listing line as the existing shares of the Company and the ORANEs. (ISIN code: FR0000121568, mnemonic: CU). The ORANEs will be listed under ISIN FR0010756023.

7.2. Place of listing

The New Shares and the shares of the Company resulting from redemption of the ORANEs are to be listed for trading on Euronext Paris.

7.3. Stabilisation – Interventions on the market

Not applicable.

7.4. Liquidity agreement

On 11 July 2007 the Company entered into a liquidity agreement with Natixis Securities.

This contract is in compliance with the ethical requirements of the French Association of Investment Companies (Association Française des Entreprises d’Investissement - AFEI).

Performance of it was suspended on 5 May 2009 to 8 June 2009, inclusive.

A-72 8. HOLDERS OF SECURITIES WHO DESIRE TO SELL THEM

None.

A-73

9. EXPENSES CONNECTED WITH THE ISSUANCE

For indicative purposes, the gross proceeds and an estimate of the net proceeds of the issuance in the case of absence of exercise by the holders of stock options of their stock options:

- Gross proceeds: 102 million euros;

- Remuneration of the financial intermediaries, the Caisse des Dépôts et Consignations, and of Crédit Agricole S.A., and legal and administrative expenses: about 4.0 million euros;

- Estimated net proceeds: About 98 million euros.

A-74

10. DILUTION

10.1 DILUTION

The effect of the issuance of the New Shares and of the ORANEs on the Group’s share of the shareholders’ equity for the holder of one Club Méditerranée share in advance of the issuance of the New Shares and of the ORANEs, upon redemption of the ORANEs, calculated on the basis of the Group’s share of the consolidated shareholders’ equity at 31 October 2008 (as shown by the audited consolidated financial statements at 31 October 2008) and the number of shares comprising the Company's equity capital at date of the Prospectus is as follows:

Group’s share of the consolidated shareholders' equity

Undiluted basis Diluted basis(1)

22.4 euros 27.2 euros Prior to issuance of the New Shares and of the ORANEs

Subsequent to issuance of the New Shares and ORANEs and 16.9 euros 20.7 euros redemption of all ORANEs in new or existing shares

Subsequent to issuance of the maximum number of New Shares and 16.9 euros 20.6 euros of the ORANEs and redemption of the maximum number of the ORANEs issued in new or existing shares (2)

(1) The calculation assumes that all the stock and/or share purchase options are exercised, the allocation of all of the free shares of free share plans and the conversion in to new shares of all the Océanes 2004 outstanding at the date of the Prospectus.

The effect of the issuance of the New Shares and of the ORANEs on the stake of a shareholder who holds 1% of the equity prior to the issuance of the New Shares and of the ORANEs, upon redemption of the ORANEs, calculated on the basis of the number of shares comprising the equity as of the present date is as follows:

Stake of a shareholder in the Company’s share capital and in voting rights

Undiluted basis Diluted basis(1)

1.00 % 0.82 % Prior to issuance of the New Shares and ORANEs

0.61 % 0.54 % Subsequent to issuance of the New Shares and of the ORANEs and redemption of all of the ORANEs for new shares

A-75 Stake of a shareholder in the Company’s share capital and in voting rights

Undiluted basis Diluted basis(1)

Subsequent to issuance of the maximum number of New Shares and 0.61 % 0.54 % ORANEs and redemption of the maximum number of the ORANEs issued in new shares (2)

10.2 Potential evolution of the share capital distribution (hypothesis: no public following, all guarantees being carried out)

Shareholders Holding post post capital Holding Capital increase ORA capital inscrease and inscrease post conversion of the ORA

Maximum Maximum % of the % the capital % of the % of the capital subscription subscription % ORA capital inscrease capital (max) (max) (m €) (m €)

Fipar International 10.7 % 10.0 19.6 % 30.0 58.8 % 13.8 % 23.9 % Accor 6.0 % 2.4 4.7 % 2.4 4.7 % 4.8 % 4.0 % Rolaco 4.7 % 5.0 % 5.2 % Nippon Life 4.0 % 3.2 % 2.7 % Autodétention 1.5 % 1.2 % 1.0 % Salariés 0.1 % 0.1 % 0.1 % KBL Richelieu Gestion 5.0 % 4.0 % 3.3 % KBL Europe Private 4.9 % 3.9 % 3..3 % Bankers Air France Finance 2.0 % 1.0 2.0 % 1.0 2.0 % 2.1 % 2.2 % GLG Partners 9.8 % 7.8 % 6.6 % Susquehanna Ireland 4.7 % 3.7 % 3.2 % Institutionnels français 14.4 % 0.0 0.0 % 0.0 0.0 % 11.5 % 9.7 % Institutionnels étrangers 22.4 % 0.0 0.0 % 0.0 0.0 % 17.9 % 15.1 % Public et divers 9.8 % 0.0 0.0 % 0.0 0.0 % 7.8 % 6.6 % Investisseur 1 (CDC) 0.0 % 20.0 39.2 % 0.0 10.4 % 8.8 % Investisseur 2 (CA S.A.) 0.0 % 5.0 9.8 % 5.0 9.8 % 2.6 % 4.2 %

Total 100.0 % 38.4 75.3 % 38.4 75.3 % 100.0 % 100.0 %

A-76

10.3 Potential evolution of the share capital distribution (hypothesis: 50% following of the public*)

Holding post Holding post capital increase Holding Capital increase ORA capital and post increase conversion of the ORA

Maximum Maximum % of the % of the capital % of % of the % of the capital subscription subscription capital increase ORA capital (max) (max) (m €) (m €)

Fipar International 10.7 % 10.0 19.6 % 30.0 58.8 % 13.0 % 21.7 % Accor 6.0 % 4.5 % 3.7 % Rolaco 4.7 % 2.4 4.7 % 2.4 4.7 % 4.7 % 4.7 % Nippon Life 4.0 % 3.0 % 2.4 % Autodétention 1.5 % 1.1 % 0.9 % Salariés 0.1 % 0.1 % 0.1 % KBL Richelieu Gestion 5.0 % 3.7 % 3.0 % KBL Europe Private 4.9 % 3.7 % 3.0 % Bankers Air France Finance 2.0 % 1.0 2.0 % 1.0 2.0 % 2.0 % 2.0 % GLG Partners 9.8 % 7.4 % 6.0 % Susquehanna Ireland 4.7 % 3.5 % 2.9 % Institutionnels français 14.4 % 3.7 7.2 % 3.7 7.2 % 12.7% 11.7 % Institutionnels étrangers 22.4 % 5.7 11.2 % 5.7 11.2 % 19.6 % 18.1 % Public et divers 9.8 % 2.5 4.9 % 2.5 4.9 % 8.6 % 7.9 % Investisseur 1 (CDC) 0.0 % 20.0 39.2 % 0.0 9.8 % 8.0 % Investisseur 2 (CA S.A.) 0.0 % 5.0 9.8 % 5.0 9.8 % 2.5 % 3.9 %

Total 100.0 % 50.3 98.5 % 50.3 98.6 % 100.0 % 100.0 %

* Following rate of French and non French institutions, and of the public, except the one namely identified.

A-77

11. RECENT EVENTS AND OUTLOOK

The chapter contains information concerning the objectives of the Group in terms of business activity and results, as well as some simulations and “macro-scenarios”. Because of their nature, these elements do not constitute any undertaking by the Company towards shareholders and investors. The Group’s activity and results could be a lot different because the hypotheses on which they are based may prove to be incorrect or because some of the risks described in chapter 2 “Risk Factors” of the Document de Référence and on § 2 of this Note d’Opération or other risks not yet identified or currently considered non-significant to the Group could materialise.

The chapter also contains information estimated as at 30 April 2009. These estimates could be revised in the light of events revealed or occurred after the Prospectus date; as a consequence the semi-annual results could differ from the hereinafter presented estimates.

11.1. Business Sales in the 1st quarter of 2009 (1 November 2008 to 31 January 2009) (unaudited):

Change in 1st quarter 2009 from 1st quarter 1st quarter (1) (millions of euros) 2008 Published 2008 2009 Published Comparable (2) Europe (3) 227 227 0.1% 2.5% Asia 41 47 12.9% 5.2% Americas 55 55 0.6% 2.6% Group 323 329 1.9% 3.0%

(1) 1st quarter 2008 restated per IFRS 5, not including Jet tours and Club Med Gym that were disposed of in 2008 (2) on a like-for-like basis (restatement of 2008 tour operator resales) (3) Europe: This includes Club Med World

The sales of the first quarter of financial year 2009 are up 1.9%, that is, 329 million euros compared to 323 million euros in the first quarter of 2008, despite an environment of crisis affecting all players in the sector. The business is growing in all areas and capacity, as forecast, has been adapted to a decline of 3.1%. On a like-for-like basis and with constant exchange rates, sales for the quarter have gone up 3%.

11.2. Allocations of stock option rights on 20 February 2009 During its meeting on 20 February 2009, at the recommendation of the Appointments and Compensation Committee and on the basis of Resolution 23 of the Combined General Shareholders’ Meeting of 8 March 2007, the Board of Directors decided to offer a plan (plan N) of 245,000 stock options at a unit exercise price of 11.70 euros.

Since the corporate officers and the members of the General Management Committee waived their allocation of shares, the number of residual stock options under Plan N on 5 May is 127,990.

11.3. Methods for preparing intermediary accounts as from 31 March 2009 and estimates as from 30 April 2009 The Group’s financial data estimates with regard to the half year ending 30 April 2009 are based on the accounts at the end of March 2009 (five months) and on the April 2009 estimates. The intermediary accounts as from 31 March 2009 are generated from a development process similar to that ordinarily used to prepare the Group’s consolidated intermediary accounts ; they have not been approved by the board of directors.

The financial data estimates were developed by applying accounting methods and principles identical to those that will be applied to develop consolidated half-yearly accounts for fiscal year 2009, which will be approved by the Board of Directors’ Meeting of 10 June 2009. These principles are described in note 2.1 to the Document de Référence. The applicable standards as of the fiscal year started 1 November 2008 do not have a significant impact on the 2009 half-yearly accounts.

A-78 Certain accounting amounts in the financial data estimates reflect the forecasts and hypotheses issued by the Management as presented in note 2.1.1 to the Document de Référence—consolidated accounts. The final future results may vary from these forecasts.

11.4. Financial aggregates at 31 March 2009 (5 months)

Key figures (1) (unaudited) (in millions of euros) 31 March 2008 31 March 2009 (5 months) (5 months) Consolidated sales 631 595 EBITDAR Leisure (2) 121 120 As % of sales 19,2 % 20,1 % Operating income – Leisure 31 28 Operating income – Management of assets (7) (19) Other operating income and expense (10) (14) Operating profit (/loss) 14 (5) Financial income (13) (11) Net income (/loss) before taxes 1 (16)

(1) In accordance with IFRS 5, the figures presented exclude Jet tours and Club Med Gym, which were sold in 2008. (2) EBITDAR Leisure: Operating income – Leisure before depreciation, rents and changes to provisions.

Sales at 31 March 2009 (5 months)

Sales at 31 March 2009 (over 5 months) were 595 million euros against 631 million euros at 31 March 2008, down 5.7% in restated terms in accordance with IFRS 5, the like-for-like drop is 5.1%.

The number of customers (over 5 months) was approximately 467,000 at March end, which is a 7.5% drop, a change which is in line with a voluntary drop in capacity of 7% at 31 March 2009.

In addition, an important element of the upscale strategy, 4 and 5 trident customers increased by 5.6% or more than 16,000 customers, also contributing to the average price increase of 3.1%.

RevPAB, revenue per available bed, taking into account the price effect and occupancy rate, increase by 0.9% to 112 euros per hotel day, in comparable data.

EBITDAR Leisure and Operating income –Leisure at 31 March 2009 (5 months)

EBITDAR Leisure was 120 million euros at 31 March 2009 against 121 million euros at 31 March 2008.

Operating income - Leisure was 28 million euros against 31 million euros at 31 March 2008.

Change in Operating income - Leisure €m Operating income – Leisure March 2008 31 Mainly an impact of Impact of volumes (26) Impact of price/mix 7 the productivity Drop in fixed costs 19 programs Property costs (3) Operating income – Leisure March 2009 28

The difference of (3) million euros between March 2009 and March 2008 takes into account a negative volume impact of 26 million euros, attenuated by a positive price-mix impact of 7 million euros and above all by a large drop in the Group's fixed costs as a result of the strong efforts undertaken as part of the annual productivity programme, which now shows 56 million euros in savings against the originally forecast 31 million euros (see section 3.2.3 of the management report of the Document de Référence 2008).

A-79 Operating income - Management of assets at 31 March 2009 (5 months)

Operating income – Management of assets of (19) million euros includes essentially depreciation of assets, including the village of Bora Bora, finally closed, taking into account its weak profitability and the tourism context in this region of the world. It also includes the cost of the villages permanently closed for renovation.

Other Operating Income and expense at 31 March 2009 (5 months)

Other Operating Income and expense of (14) million euros includes essentially 9 million euros in restructuring costs linked to improvements in village organisation and costs linked to the temporary closing of the village of La Caravelle (Antilles) in a context of social crisis. It also includes costs linked to credit cards (4 million euros).

Financial income and Profit before taxes at 31 March 2009 (5 months)

Financial income benefited from the redemption of the 2008 Océanes (on 3 November 2008). Profit before taxes affected by high restructuring costs and asset depreciation showed a loss of 16 million euros at 31 March 2009.

Debt

Group net debt at 31 March 2009 was 326 million euros.

11.5. Winter 2009 (6 months ended 30 April 2009) estimated:

Key figures (1) (in millions of euros)(4) 30 April 2008 (1) 30 April 2009 (2) (6 months) (6 months) (estimated) Consolidated sales 755 720 EBITDAR Leisure (3) 136 140 As % of sales 18.0 % 19.4 % Operating income – Leisure 26 26 Operating income – Management of assets (9) (20) Other operating income and expense (12) (17) Income profit (/loss) 5 (11) (1) Reviewed (2) Unaudited (3) EBITDAR Leisure: Operating income - Leisure before depreciation, rents and change in provisions (4) In accordance with IFRS 5 standards, the figures presented exclude Jet tours and Club Med Gym, which were sold in 2008.

Sales for winter 2009 were estimated to be 720 million euros or a drop of 4.7%. This estimate incorporates the performance of the first five months and reservations expressed as hotel days recorded for the month of April 2009, up 0.9% (at 25 April 2009). The other items of the income statement have been estimated in a reasonable fashion on the basis of the first five months that have passed.

EBITDAR Leisure was 140 million euros against 136 million euros for winter 2008 and in percentage terms EBITDAR Leisure was up 1.4 points from 18.0% to 19.4%.

Operating income - Leisure for winter 2009 was unchanged at 26 million euros.

11.6. [Intentionally removed]

11.7. Outlook:

Reservation levels for the 2009 summer season (May-October), at 25 April 2009, by issuing market

A-80 Cumulative at 25 April 2009 as compared to Summer as compared to Summer (sales on like-for-like basis) 2008 2009 Europe - 17.8% -7.4% Americas - 20.3 % -10.5% Asia - 6.6 % -1.0% Total Club Med - 17.2% -7.1%

Summer Capacity 2009 -6.4% -8.4%

The above numbers indicate clients’ expectations in an uncertain economic environment.

Strengthened measures to confront the economic crisis

In the prevailing context of the economic crisis, the measures presented in December 2008 have been strengthened.

- Continuing reductions in capacity: hotel capacity will be adjusted downwards by more than 6% over the year including a 6.8% drop over the winter season;

- Capital expenditure confirmed down over the current financial year to 45 million euros (of which around 30 million euros over the first six months) and revised down for the following year to 35 million euros against the announced 50 million euros. These investment levels include maintenance investments of approximately 25 million euros, a standard level allowing proper maintenance investments of the group of recently renovated villages.

- At the same time, the Group confirms its objective to sell approximately 45 million euros of assets in the current financial year (of which 10 million euros already realised in the first six months) and approximately 50 million euros in the next financial year.

- Strengthened productivity measures for structural costs, increasing from the announced 31 million euros in December 2008 to 56 million euros over the 2009 fiscal year, of which around 20 million euros already realized over the first six months.

With the change of strategy for the upscale market which necessitated putting in place organisations to lead the change, and continuing large marketing expenses to reposition the brand, the Group is pursuing efforts to:

- lighten and simplify its structures in most of its organisations,

- reduce marketing and sales expenses,

- continue and strengthen, thanks to the success of the repositioning, contract renegotiations with global supply partners in, for example, telecoms, insurance, beverages, and information systems.

11.8. Macro-scenarios

In order to assess the various hypotheses corresponding to its funding needs, the Company prepared simulations and "macro scenarios".

These simulations, which are by no means budgetary items, forecasts or objectives, do not constitute any form of business plan, nor a commitment on the part of the Company to its shareholders and investors. The Company will not update these data, which were compiled solely for the preparation of the issuance of New Shares and ORANEs, and for the sole purposes of building macro-scenarios outside of an economic context and for potential business growth.

A-81 These hypotheses made to determine the funding means are only related to Operating income – Leisure and are purely mechanical; they are in substance, winter 2010 equivalent to winter 2009, summer 2010 equivalent to summer 2008, year 2011 equal to 2010, plus 20 million euros (i.e., the equivalent of a customer increase (volume) of approximately 2.3%) and year 2012 equal to 2011, plus 20 million euros (i.e., also the equivalent of a customer increase of approximately 2.3%)

A-82 ANNEX B

DOCUMENT DE RÉFÉRENCE

The following is an English translation of the Company’s 2008 Document de Référence, dated January 30, 2009, which received number D.09-0044 from the AMF, except that the final paragraph on page B-186 of the 2008 Document de Référence has been intentionally excluded and is not incorporated herein for the purpose of this Canadian Offering Memorandum (the “Excluded Document de Référence Section”). Investors should not make an investment decision based on any information contained in these Excluded 2008 Document de Référence Section.

Any reference in this Canadian Offering Memorandum to the Company’s 2008 Document de Référence shall be deemed to exclude the Excluded Document de Référence Section.

B-i

2008 Registration Document

This registration document was filed with the Autorité des Marchés Financiers (AMF) on 30 January 2009 in accordance with Article 212-13 of the AMF General Regulations. It may be used in connection with a financial transaction provided that it is accompanied by an information memorandum approved by the AMF.

B-2 Registration Document 2008

REGISTRATION DOCUMENT

51- Chairman of the Board of Directors’ Report 65- Statutory Auditors' Report on Internal Control PRESENTATION OF THE GROUP 66- Statutory Auditing Fees 4- Brief History 67- Social and Environmental Report 5- 2008 in Figures

6- Management Committee

7- Stock Market and Ownership Structure 81- CONSOLIDATED FINANCIAL STATEMENTS

8- Core Business Definitions and Characteristics 130- Statutory Auditors’ Report on the Consolidated Financial Statements

131- Financial Statements

12- MANAGEMENT REPORT 158- Statutory Auditors’ Report on the Financial Statements 13- Analysis of Activities

26- Risk Factors

28- Schedule for Financial Communications in 2009 159- ADDITIONAL INFORMATION

29- General Information 160- Statutory Auditors’ Special Report on Regulated Agreements

30- About Club Méditerranée 164- Report of the Board of Directors on the Proposed Resolutions

33- About the Company’s Capital 173- Proposed Resolutions

36- About the Market for Club Méditerranée Securities 183- Comparison Table

38- Corporate Governance and Executive Compensation

Registration Document 2008 B-3

HISTORY

1950 1985

Creation of Club Méditerranée by Opening of the Farukolufushi 2003 Gérard Blitz as a non-profit Village in the Maldives and Phuket Opening of the Trancoso Village in association implemented by Gilbert Village in Thailand. Brazil and the Palmyre-Atlantique Trigano. Opening of the first Village 1989 Village in France. (Alcudia) in the Balearics. Opening of the Opio Village inland 2004 1957 from Nice. Opening of the first “3 in 1” Village Transformation of Club 1990 in Marrakech, showcasing the new Méditerranée into a French limited upscale, friendly and multicultural company. Launch of Club Med 1, the world's Club Med. largest yacht. 1963 2005 1992 Gilbert Trigano becomes Chairman Transformation of Club and Chief Executive Officer. The Launch of Club Med 2 and opening Méditerranée into a French limited business continues developing, of the Columbus Isle Village in the company administered and primarily on the European market. Bahamas. managed by a Board of Directors, 1966 1995 chaired by Henri Giscard d’Estaing. Opening of the Peisey-Vallandry IPO on the Paris stock market. Serge Trigano is appointed Village in Savoie, France. Complete Chairman and Chief Executive 1968 reconstruction of the Boucaniers Officer. Village in Martinique. Opening of the first Village in the 1997 French West Indies (Fort Royal in 2006 Guadeloupe) and access to the Transformation of the company into Reopening of the 4 Trident Cancun American market. a French limited company with Yacatan Village in Mexico and the Executive and Supervisory Boards. 1973 Kani Village in the Maldives. Philippe Bourguignon is appointed Renovation of the La Caravelle Commercial presence established Chairman of the Executive Board. Village in Guadeloupe. in Japan.

2007 1979 1999 Opening of the first 5 Trident Development of the Village network Acquisition of Jet tours, France's Village (Plantation d’Albion in in Asia (Cherating in Malaysia, fourth-largest tour operator. Mauritius) and commercial launch Château Royal in New Caledonia) of the Club Med Villa concept. and South America (Itaparica in 2001 Brazil). 2008 Acquisition of Gymnase Club, which will become Club Med Gym. Sale of Jet tours and Club Med Gym. Realignment focusing on the 2002 core business, upscale Villages. Henri Giscard d’Estaing becomes

Chairman of the Executive Board.

B-4 Registration Document 2008

2008 IN FIGURES (1)

REVENUE

(in € millions) IFRS 5 REVENUE BY OUTBOUND ZONE AND ACTIVITY (in € millions and in %)

1,494 Asie: 165 1,410 11% 1,370 Americas

181 12% France 728 49% Res t of Europe 410 CM World 06 07 08 27% 10 1% NET DEBT AND EQUITY OPERATING INCOME - (in € millions) LEISURE NET INCOME/(LOSS) (in € millions) (in € millions) 514 490 494 5 -8 2 43 336 295 294

25 16

06 07 08 06 07 08 06 07 08 Net debt

(1) Figures presented excluding Jet tours and Club Med Gym (IFRS5) Equity

Club Méditerranée recorded €1,494 million in revenues for the year ended 31 October 2008, with strong growth (+ 6% on a reported basis).

Fiscal 2008 saw a strong acceleration in operational profitability, with operating income from the Leisure business up 69% to €43 million, compared with €25 million in 2007.

Gearing represents 59.7%, compared with 68.6% in 2007, thanks to the efforts made to bring debt levels down over the year and the impact of the disposals of Jet tours and Club Med Gym. Net income for Fiscal 2008 totaled €2 million.

Registration Document 2008 B-5

MANAGEMENT COMMITTEE

HENRI GISCARD D’ESTAING

Chairman and Chief Executive Officer CAROLINE PUECHOULTRES (*)

Vice President Asia-Pacific

MICHEL WOLFOVSKI

Executive Vice President Finance SYLVAIN RABUEL (*)

Vice President Sales and Marketing New Markets Europe-Africa PATRICK CALVET (*)

Vice President Villages Europe-Africa OLIVIER SASTRE (*)

Vice President Human Resources JANYCK DAUDET (*)

Vice President Latin America ANNE YANNIC (*)

Vice President Sales and Marketing France, Belgium KATIA HERSARD (*) and Switzerland Vice President Strategic Marketing and Quality

* Non-corporate officers

B-6 Registration Document 2008

STOCK MARKET AND OWNERSHIP STRUCTURE

INVESTOR AND INDIVIDUAL SHAREHOLDER RELATIONS

Club Méditerranée provides its shareholders with regular and well as more targeted questions on the Group’s latest news consistent information on changes in its earnings and and developments: 0810 186 186 (price of a local call in strategies, in accordance with stock market regulations. France).

More specifically, the Head of Investor Relations informs In order to provide regular information to all of its investors institutional investors and financial analysts about the and shareholders, Club Méditerranée’s corporate and Group’s strategy, earnings and significant developments. financial website (www.clubmed.com) has a wealth of regularly updated information on the Group. On this site, The Shareholder Club is intended to build loyalty among Club shareholders are able to access the latest press releases, the Méditerranée’s individual shareholders by maintaining presentations given to financial analysts when publishing the personalized relations with its members. In this way, Group's earnings, the annual and half-year reports, individual shareholders benefit from a dedicated information on changes in the Club Méditerranée share price “Shareholder Relations” line to answer any practical and videocasts for the annual and half-year results. questions they may have on the Club Méditerranée share, as

Change in share price (€) from 1 January 2008 to 31 December 2008

Club Med SBF120 index Volume

50 300000

45 250000 40 35 200000 30

25 150000

20 100000 15 10 50000 5

0 0

8 8 8 8 8 8 8 8 8 0 0 0 0 0 0 08 0 0 08 0 20 20 /20 20 20 20 20 /20 1/20 2/2008 3 4/2008 6/20 7/2008 9/20 0/2008 1 2/2008 0 0 0 0 0 0 0 1 1 1 3/ 8/ 8/ 3/ 5/ 7/ 8/ 02/01/ 2 13/ 05/03/ 2 1 12/05/200802/06/ 2 14/ 04/08/ 25/08/ 1 06/ 27/10/ 1 0 31/12/2008

Club Méditerranée securities data

OCEANE bonds ISIN FR0000180184 ISIN FR0010130732 Number of bonds issued 2,404,733* 3,092,783 Maturing 1 November 2008 1 November 2010 Bond par value €58 €48.50 Coupon 3% 4.38% Yield to maturity 5.25% 4.38% 1 Club Méditerranée share for 1 bond (subject to adjustment Conversion parity clauses) At 31 Oct 2008 At 1 Nov 2010 Redemption price 116.94% of issue price At par

*At 30 April 2006, 211,002 of these bonds were redeemed early, representing a total of €12.2 million at par and €13.6 million (including accrued coupons and redemption premium).

On 3 November 2008, the OCEANE 2008 convertible bonds reached maturity and were redeemed for €152 million.

Registration Document 2008 B-7

CORE BUSINESS DEFINITIONS AND CHARACTERISTICS

HOTEL DAYS SOLD VOLUME - The breakdown of sales between the Villages, which apply different linked A hotel day represents the sale and The “volume effect” refers to the impact rates; therefore use of one bed and all of the of the increase or reduction in the facilities by a customer during one day. number of hotel days sold on revenues - The comfort category or positioning This is the best volume indicator since it or operating income. It primarily reflects for the Group's sales over the year combines the number of customers and the indicator's sensitivity to quantitative (high season/low season). the length of their stay. changes in business for the Villages. REVPAB OCCUPANCY RATE, CAPACITY PRICE MIX A key indicator for upscaling, the The occupancy rate represents the ratio The price mix effect reflects the Revenue Per Available Bed makes it expressed as a percentage between the combined impact of four phenomena: possible to factor in changes in the number of hotel days sold and the occupancy rate and the average price. It - The change for a given Village and overall capacity. The capacity represents the comparable total over a given period in the price for represents the total number of hotel revenues for Villages excluding tax and marketing a trip and the days available for sale over a season or transportation divided by the capacity in corresponding transportation; year. The occupancy rate, assessed beds. based on the number of beds, makes it - The influence of the breakdown of possible to evaluate the optimization of adult/child customers in Villages by the fill rate for Villages. average level of income;

CHANGE IN REVPAB NUMBER OF HOTEL DAYS SOLD Cumulative at end October (in thousands) Change Change Comparable (€/hotel day) 2006 2007 2008 08/07 08/06 Europe 83.5 89.7 96.7 +7.8% +15.9% 04 9,251 Americas 75.8 76.7 82.7 +7.8% +9.1% 05 8,948 Asia 62.9 77.8 81.4 +4.6% +29.4% Total for Villages 78.9 85.0 91.4 +7.5% +15.8% 06 8,560 CHANGE IN HOTEL CAPACITY FOR EACH COMFORT CATEGORY 07 8,536 % of total capacity 2006 2007 2008 08 8,870 Huts and 2 Tridents 7 4 2 3 Tridents 61 54 51 4 and 5 Tridents 32 42 47 OCCUPANCY RATE in % Total 100 100 100 04 68.9 CHANGE IN HOTEL CAPACITY FOR EACH REGION

Thousands of hotel days 05 68.9 2006 % 2007 % 2008 % 68.0 Europe 8,184 65 7,805 62 7,929 63 06 Americas 2,578 21 2,831 23 2,749 22 07 68.2 Asia 1,817 14 1,874 15 1,833 15

Total 12,579 100 12,510 100 12,511 100 08 70.9 DISTRIBUTION

The Villages are sold through the Group's direct network (website, Group-owned agencies and call centers), as well as through an indirect network of travel agencies. Worldwide, the breakdown is 50% for direct distribution and 50% for indirect distribution. In France, direct distribution represents 62% of total sales in this market.

B-8 Registration Document 2008

DEVELOPING INTER-REGIONAL FLOWS, A PRIORITY

Inter-regional flows

Intra-regional flows

Change in the number of customers for each country and region

In thousands 2004 2005 2006 2007 2008 France 581 582 568 560 594 Club Méditerranée differentiates between two sources of revenues: Belgium 101 100 100 101 107 outbound zones and inbound zones. Italy 79 76 68 63 59 Outbound zones generate revenues and sales costs (e.g. United Kingdom, Switzerland 34 32 29 30 32 UK 27 28 27 28 31 Belgium and Canada). Netherlands 32 27 24 26 28 Inbound zones are primarily zones for local revenues and operational costs Israel 17 20 23 21 23 (e.g. Morocco, Polynesia, Mexico). Germany 28 24 21 20 19 South Africa 6 5 7 7 13 Club Méditerranée is characterized by the creation of inter-region flows, Russia 6 6 8 9 11 more specifically from Europe to Asia and the Americas. In general, most Turkey 13 11 10 8 9 customers holiday in Villages from their home zone. Portugal 10 10 9 6 6 The main inter-region flows are as follows: 8% of Europeans go to the Poland 1 2 3 3 6 Americas, but they represent 25% of this zone's customers. Similarly, 2% of Spain 2 5 4 7 5 Greece 7 5 4 5 4 Europeans go to Asia, accounting for 10% of this zone's customers. Ireland 2 2 2 2 2 Austria 3 3 2 2 1 Other 1 1 1 2 5 Operational methods of Villages in 2008 EUROPE 950 939 910 900 955 US - Canada 150 137 122 119 118 in no of beds Owned Leased Managed Total Brazil 79 79 64 68 70 Europe 6,048 30,135 4,163 40,346 Argentina 12 13 12 15 15 Americas 7,344 569 0 7,913 Mexico 23 25 20 11 5 Asia 3,119 1,600 635 5,354 Other 4 5 4 4 3 AMERICA 268 259 222 217 211 Total 16,511 32,304 4,798 53,613 Southeast Asia 57 54 74 82 88 Japan 102 86 81 82 60 in Villages Owned Leased Managed Total Australia 22 17 21 23 27 Europe 10 42 5 57 South Korea 19 12 17 19 17 Americas 10 1 0 11 Other 3 3 3 1 3 ASIA 203 172 196 207 195 As ia 5 3 1 9 TOTAL CLUB MED 1,421 1,370 1,328 1,324 1,361 Total 25 46 6 77

Registration Document 2008 B-9

Villages and boats in operation in 2008 Villages Ψ Number Beds Capacity Operational method Aime la Plagne 3 1 529 66,654 Leased Alpe d’Huez la Sarenne 3 1 778 98,028 Leased Arcs Altitude 2 1 457 57,582 Owned Avoriaz 3 1 526 66,276 Leased Cargèse 3 1 942 138,474 Owned Chamonix 4 1 531 144,831 Leased La Palmyre Atlantique 3 1 1,135 239,485 Leased La Plagne 2100 4 1 590 78,472 Leased Les Arcs Extrême 3 1 576 72,576 Leased Les Deux Alpes 3 1 579 72,959 Leased Les Ménuires 3 1 612 72,828 Leased Méribel Antares + Chalet 4 1 218 25,942 Leased Méribel Aspen 4 1 128 24,704 Leased Opio en Provence 4 1 921 337,248 Leased Peisey-Vallandry 4 1 708 148,710 Leased Pompadour 2 1 480 131,448 Leased Sant’Ambroggio 3 1 735 128,625 Leased Serre Chevalier 3 1 991 208,110 Leased Tignes Val Claret 4 1 486 74,844 Leased Val d’Isère 4 1 512 72,704 Leased Val Thorens 3 1 360 52,920 Leased Vittel Ermitage 4 1 197 69,574 Leased Vittel le Parc 3 1 939 175,337 Leased France 23 13,930 2,558,331 Cervinia 4 1 470 101,990 Leased Kamarina 3 1 1,615 345,900 Leased Metaponto 3 1 1,056 121,414 Leased Napitia 3 1 1,350 176,850 Leased Otranto 3 1 848 115,328 Leased Sestrières 3 1 569 60,883 Owned Italy 6 5,908 922,365 Djerba la Douce 3 1 1,263 415,166 Leased Djerba la Fidèle 3 1 1,120 146,720 Leased Djerba Méridiana 3 1 702 65,988 Leased Hammamet 3 1 801 169,812 Leased Nabeul 3 1 750 106,539 Leased Tunisia 5 4,636 904,225 Agadir 3 1 856 313,212 Leased Marrakech la Medina 3 1 367 134,322 Leased Marrakech la Palmeraie / le Riad 4 1 762 278,200 Leased Smir 3 1 795 89,040 Leased Yasmina 3 1 621 70,794 Leased Morocco 5 3,401 885,568 Beldi 3 1 946 187,308 Leased Bodrum 3 1 506 68,365 Managed Kemer 3 1 944 166,144 Owned Palmiye 4 1 1,703 341,632 Managed Turkey 4 4,099 763,449 Athenia 2 1 1,075 115,068 Leased Gregolimano 4 1 814 102,564 Owned Greece 2 1,889 217,632 El Gouna Mer Rouge 3 1 535 195,810 Managed Louxor 3 1 281 102,846 Owned Egypt 2 816 298,656 Cap Skirring 4 1 415 79,265 Owned Les Almadies 3 1 648 119,880 Managed Senegal 2 1,063 199,145

B-10 Registration Document 2008

Villages Ψ Number Beds Capacity Operational method Coral Beach 3 1 771 282 186 Managed Israel 1 771 282 186 St-Moritz Roi-Soleil 4 1 599 81,464 Owned Villars-sur-Ollon 4 1 488 96,116 Leased Wengen 3 1 449 50,288 Leased Switzerland 3 1,536 227,868 Da Balaïa 4 1 703 160,260 Leased Portugal 1 703 160,260 La Pointe aux Canonniers 4 1 633 203,847 Owned La Plantation d’Albion 5 1 567 171,666 Leased Mauritius 2 1,200 375,513 Villages: Europe-Africa 56 39,952 7,795,198 Club Med 2 4 1 394 133,566 Owned Boat 1 394 133,566 Villages and Boat: Europe 57 40,346 7,928,764 Itaparica 3 1 689 252,174 Owned Rio das Pedras 4 1 708 240,720 Owned Trancoso 4 1 562 205,532 Owned Brazil 3 1,959 698,426 Les Boucaniers 4 1 641 212,812 Owned La Caravelle 4 1 604 221,064 Owned French West Indies 2 1,245 433,876 Cancun 4 1 853 312,198 Owned Ixtapa 4 1 679 213,952 Owned Mexico 2 1,532 526,150 Punta Cana 3 1 1,319 410,235 Owned Dominican Republic 1 1,319 410,235 Sandpiper 3 1 760 278,160 Owned United States 1 760 278,160 Turquoise 3 1 569 205,805 Leased Turks and Caicos 1 569 205,805 Columbus Isle 4 1 529 189,985 Owned Bahamas 1 529 189,985 Villages: Americas 11 7,913 2,742,637 Kabira 4 1 550 201,300 Leased Sahoro 3 1 575 140,300 Leased Japan 2 1,125 341,600 Bali 4 1 922 281,210 Owned Ria Bintan 4 1 635 232,410 Managed Indonesia 2 1,557 513,620 Cherating 4 1 696 254,736 Owned Malaysia 1 696 254,736 Phuket 4 1 661 241,926 Owned/Leased Thailand 1 661 241,926 Lindeman Island 3 1 540 197,640 Owned Australia 1 540 197,640 Kani 4 1 475 173,850 Leased Maldives 1 475 173,850 Bora Bora 4 1 300 109,800 Owned Polynesia 1 300 109,800 Villages: Asia 9 5,354 1,833,172

Villages and Boats in operation in 2008 77 53,613 12,504,573

Registration Document 2008 B-11

MANAGEMENT REPORT SUMMARY

ANALYSIS OF ACTIVITIES______B-13

RISK FACTORS______B-25

2009 FINANCIAL CALENDAR______B-27

GENERAL INFORMATION ABOUT:

- CLUB MEDITERRANEE ______B-29

- CHANGES IN CAPITAL AND OWNERSHIP STRUCTURE______B-32

- CLUB MÉDITERRANÉE SECURITIES______B-36

CORPORATE GOVERNANCE AND SENIOR MANAGEMENT COMPENSATION ______B-38

COMPOSITION OF THE BOARD OF DIRECTORS______B-43

CHAIRMAN’S REPORT ON THE COMPOSITION, PRACTICES AND PROCEDURES OF THE BOARD OF DIRECTORS AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES______B-51

REPORT OF THE STATUTORY AUDITORS ON THE CHAIRMAN’S REPORT ON THE COMPOSITION, PRACTICES AND PROCEDURES OF THE BOARD OF DIRECTORS AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES______B-65

FEES PAID TO THE STATUTORY AUDITORS______B-66

CONSOLIDATED FINANCIAL STATEMENTS ______B-81

FINANCIAL STATEMENTS______B-131

B-12 Registration Document 2008

MANAGEMENT REPORT

1. SIGNIFICANT EVENTS Consolidated revenue totaled €1,494 million, an increase of 6.0% on a reported basis, restated per IFRS 5. Like-for-like - Constant improvement in profitability over 3 years revenue was up 7.7%, reflecting growth of 10.6% in the first - Increase in the number of customers in 4 and 5 Tridents half, and 4.9% in the second.

- Consolidation of the strategy to move upmarket:

- A massive investment effort to finalize the move EBITDAR - leisure rose to €257 million from €219 million the upmarket; previous fiscal year. This makes it 17.3% of total revenue, an increase of almost 2 points over 2007. - Focus on the core business and the strengthening of the balance sheet with the disposals of Jet tours and Club Med Gym. Operating Income - leisure at €43 million, grew by 69% For further information on the Group's sales, see Note 6 to over both half years, in spite of an end of year affected by the consolidated financial statements. sharply higher oil prices and financial crises.

2. ANALYSIS OF RESULTS Operating income - management of assets* represented a Preliminary statement net expense of €8 million compared to income of €2 million in 2007. This takes into consideration costs linked to the closing The consolidated financial statements as of 31 October 2008 of Villages for renovation and various disposals that took were prepared in conformity with IFRS (International place during the year. Financial Reporting Standards) as approved by the European Union at that date, with no change in method from the * definition Note 2.1.3. to the consolidated financial statements at 31 October 2007. statements.

The Group decided, at the end of April 2008, to sell the Club In compliance with IFRS 5, the positive impact of €31 million Med Gym and Jet tours operations. These disposals were from the disposals of Jet tours and Club Med Gym appears in completed in July and August 2008, respectively. In a separate line on the income statement with no impact on application of IFRS 5, the gains on these activities were operating income. reclassified in a separate line in the income statement, and the comparative data were restated identically. Other operating income and expense, corresponding to (1) 2.1. FINANCIAL HIGHLIGHTS credit card costs and restructuring, represented a net expense of €25 million, versus a net expense of €19 million in (in € millions) 2007 2008 2007. This takes into consideration costs of various Consolidated revenue restructuring and optimization measures. Reported (restated IFRS 5) 1,410 1,494 +6.0%

Like-for-like 1,387 1,494 +7.7% EBITDAR leisure (2) 219 257 The Operating income of the rose from €8 million in 2007 to In % of revenue 15.5% 17.2% €10 million this year due to the improvement in income from Operating income – leisure 25 43 Leisure; limited by the level of the Operating income - Operating income – management of assets and from Other operating income in management of assets 2 (8) the year. Other operating income and expense (19) (25) Operating income 8 10 Net income totaled €2 million versus a net loss of €8 million Net Income/(loss) (8) 2 in 2007. Free Cash Flow (30) 50 Net Debt (336) (295)

() In compliance with IFRS 5 (Jet tours and Club Med Gym sold in 2008) Operating improvements and the disposals of Jet tours and

(2) EBITDAR Leisure: Operating income – leisure before depreciation, rents and Club Med Gym pushed net debt down from €336 million to differences in provisions. €295 million and greatly improved free cash flow, to €50 million versus negative €30 million in 2007.

Registration Document 2008 B-13

- The additional expenses linked to energy costs in the 2.1.1. STATEMENT OF INCOME Villages (heating in winter, air conditioning in summer). This expense rose 12.7% per hotel day, pushing costs (in € millions) 2007 2008 up €3 million for the summer; Revenue 1,410 1,494 Operating income – leisure 25 43 - The increase in fuel costs for Club Med 2. Operating income – management of assets 2 (8) The initial effects of the financial crisis caused a marked Other operating income and expense (19) (25) slowdown in sales starting at the end of the month of June. Bookings, which were at +7.7% on 31 May, were at +3.9% on Operating income 8 10 4 October. The direct impact of the energy crisis was Finance cost, net (24) (33) approximately €6 million and the direct impact on bookings Investments in associates 1 1 reflected in a loss of about ten million additional euros. Income tax 3 (11) Results from discontinued operations* 4 4 Gains on disposals of discontinued Changes in bookings (excl. transport) operations - 31 Summer 08 vs. Summer 07 Net income/(loss) (8) 2 31 May +7.7% Of which attributable to shareholders (10) 1 28 June +5.5% 2 August +4.7% * Jet tours and Club Med Gym. 30 August +4.1% 4 October +3.9% 2.1.2. CONSOLIDATED REVENUE

Currency effect and change in Club Med scope of consolidation 2.2. CORE BUSINESS REVIEW Club Med price mix 2007 2008 Change Club Med volumes +0.7 Club Med Customers (in Increase in Club Med World revenue thousands) 1,324 1,361 +2.8%

+ 63 Hotel days sold (in thousands) 8,536 8,870 +3.9%

+ 43 Like-for-like revenue -23 1,494 per hotel day 117.7 € 121.8 € +3.5% Like-for-like revenue (in € 1,410 millions) 1,378.0 1,483.9 +7.7% Capacity (Hotel days, in thousands) (1) 12,510 12,511 0.0% Occupancy rate 68.2% 70.9% +2.7pt 2007 2008 RevPAB (2) by HD, like-for-like €85.0 €91.4 +7.5% Fiscal 2008 revenue rose by 7.7% like-for-like and by 6.0% on a reported basis. (1) Recalculated 2007 capacity – Like-for-like method in 2008.

(2) The change reported in the year includes a negative currency Revenue per Available Bed: Total like-for-like Villages revenue excluding tax and transport/Available beds. effect of €23 million linked both to the strength of the euro but also to the weakness of the dollar and linked currencies, as Club Méditerranée Villages hosted 1,361,000 customers in well as to the more marked weakness of the pound sterling in 2008, representing growth of 2.8%. This is the first net growth the second half. in customers in the full year since 2001. The growth in the number of upscale customers continued with a gain of 61,000 For the first time this year growth was stronger in volume customers in 4 and 5 Tridents in 2008. The number rose to than in price mix, respectively €63 million and €43 million of 194,000 in two years. growth in Group revenue. Like-for-like revenue in hotel days increased by 3.5%, with This significant growth in volume of €63 million reflects the growth recorded in each of the zones. The price mix ongoing growth in number of customers, in particular for the 4 increased by 6% in winter and by 0.7% in summer, linked to and 5 Tridents. sales performance in Europe. Two points should be emphasized concerning these changes in the Europe price 2.1.3. DIRECT IMPACTS OF THE CRISIS IN mix: SUMMER 2008 - The new free offer for children less than 4 years old was The oil crisis had the following effects: a solid success in the summer. It was a strong recruiting - The impact of sudden and repeated increases in fuel incentive with a temporary dilutive effect on the price costs on transport margins of nearly €2 million; mix.

B-14 Registration Document 2008

- If we exclude this dilutive impact, which resulted in rapid 2006 2007 2008 growth in family customers, the average price mix Europe increase over the summer in Europe was limited to 2%. Capacity 8,184 7,805 7,929 This originates from the slowing of sales of long-haul Occupancy rate 71.9% 73.2% 76.8% flights related to fuel surcharges on airline tickets. Americas Capacity 2,578 2,831 2,749 Club Méditerranée’s capacity remained stable and included Occupancy rate 67.2% 62.4% 64.3% the effects of the reopening of Ixtapa Pacific following Asia construction work, the opening of the Albion Plantation Capacity 1,817 1,874 1,833 Village, but also the closing of the Almadies in Senegal and Occupancy rate 51.8% 56.2% 55.4% the Mexican archaeological villas. Total Per comfort category, the capacity of 4 and 5 Tridents, which Capacity 12,579 12,510 12,511 represented 32% of the total in 2006 and 42% in 2007, Occupancy rate 68.0% 68.2% 70.9% represents 47% in 2008. The occupancy rate, expressed in beds, was approximately 2.2.1. HOTEL DAYS – VILLAGES 70.9%, i.e., nearly 3 percentage points more than in 2007. The occupancy rate for the 4 and 5 Tridents rose, going from Hotel days by outbound zones 65.5% in 2006 to 67.2% in 2007, and to 68.4% in 2008.

The outbound zones generate revenue and sales costs, (e.g.: 2.2.3. REVPAB (REVENUE PER AVAILABLE BED) France, United Kingdom, Belgium, Canada, etc.). (in thousands of Change Cumulative at 31 October 2006 2007 2008 hotel days sold) 08 vs. 07 Change Change Like-for-like 2006 2007 2008 08 vs. 08 vs. Europe 6,511 6,450 6,812 +5.6% (€/hotel day) 07 06 Americas 1,290 1,253 1,233 -1.7% Europe 83.5 89.7 96.7 +7.8% +15.9% Asia 759 833 825 -0.9% Americas 75.8 76.7 82.7 +7.8% +9.1% Total 8,560 8,536 8,870 +3.9% Asia 62.9 77.8 81.4 +4.6% +29.4%

Total Villages 78.9 85.0 91.4 +7.5% +15.8% Hotel days by inbound zones RevPAB: total Villages revenue net of tax and transport/Available Inbound zones are where Villages are located and operated beds. (e.g.: France, Morocco, Polynesia, Mexico, etc.) (in thousands of Change The RevPAB, the revenue per available bed, is the key 2006 2007 2008 hotel days sold) 08 vs. 07 indicator of the activity, since it measures how well customers Europe 5,885 5,717 6,086 +6.5% are embracing the strategy taking into account the price Americas 1,733 1,766 1,768 +0.1% effect and the occupancy rate. It corresponds to the following ratio: in the numerator, vacations sales (excluding transport), Asia 942 1,053 1,016 -3.5% and in the denominator, the total capacity. This grew by 7.5% Total 8,560 8,536 8,870 +3.9% this year reaching €91 per hotel day. This RevPAB also grew in each quarter of the year. In particular, in the 4th quarter, 2.2.2. OCCUPANCY RATE BY CATEGORY from August to October, it was at +6.2%, in a period already marked by the oil and financial crises.

Thousands of hotel Occupancy rate After growing by €6 per hotel day between 2006 and 2007, it days by destination increased by the same amount between 2007 and 2008. 2007 2008 2007 2008 This growth in the RevPAB was due to all the upmarket 2 Tridents 266 228 75,8% 74,9% initiatives and reflected advances across all zones. 3 Tridents 4,698 4,619 69,4% 73,1%

4 and 5 Tridents 3,511 4,022 67,2% 68,4%

Other 61 1 38,0% 17,5% Total 8,536 8,870 68,2% 70,9%

The number of hotel days sold was 8,870,000, representing growth of 3.9% compared to 2007.

Registration Document 2008 B-15

look at the all selling and marketing costs, including fixed and 2.3. STATEMENT OF INCOME variable costs (commissions), these represented 21.2% of sales in 2006, 20.2% in 2007 and 18.2% in 2008, which is 2.3.1. OPERATING INCOME – LEISURE: VILLAGES consistent with the marketing and sales productivity objectives to lowering these costs in relative value and

stabilizing them in absolute value. (in € millions – like-for-like) 2007 2008 Revenue 1,378.0 1,483.9 Fixed operating costs increased by €23 million, related to the changes in capacity. The average cost rose to €40.4 per Business interruption insurance 1.9 0.0 settlements hotel day capacity, for an increase of 3.9% over 2007.

Other revenue 7.9 8.0 Two main reasons explain this change: Total revenue 1387.8 1491.9 - The upscale strategy period for the Villages base is not over. Margin on variable costs 832.1 895.0 The capacity of 4 and 5 Tridents grew by nearly 13% in 2008; % Revenue ** 60.2% 60.3% - The residual increase rose to 5.4% which included the €5 Fixed selling and marketing costs (194.7) (193.6) million increase in energy costs as well as an increase in the Fixed operating costs (432.5) (455.3) workforce of which €3 million are due to the effects of the Property costs (157.7) (177.0) TEPA Act in France. Without these two elements, the 2008 Overheads (22.8) (24.2) increase in fixed operating costs rose to 3.7%. The TEPA Act Operating income – leisure 24.5 44.9 of October 2007 changed the method of calculating the so- called “Fillon reductions” in employer social contributions for low-wage employees with the effect of excluding Like-for-like fiscal 2007 operating income– compensation in lieu of paid leave from the tax-relief 25 leisure legislation. This change has had a very significant impact as Volume effect 40 most of our Village staff are under seasonal contract.

Operating losses effect (2) Property costs (rents and depreciations) increased by €19 Change in price mix 25 million, mainly due to the effect of the opening of the Villages Change in margin on variable costs 63 (the Albion Plantation) or the reopening of Villages following Fixed selling and marketing costs 1 work (Gregolimano, La Pointe aux Canonniers, Ixtapa Pacific). Fixed operating costs (23) Property costs (20) Operating income - leisure: Villages thus greatly improved going from €25 million in 2007 to €45 million in 2008, on a Overheads (1) like-for-like basis. This improvement was also felt in summer Fiscal 2008 operating income – leisure 45 given that it went from €8.7 million in 2007 to €18 million in * Restated Revenue of insurance settlements. 2008.

A detailed review of costs per destination, in particular 2.3.2. REVIEW OF OPERATING INCOME - LEISURE: overheads, led to adjustments in the presentation of the VILLAGES, BY ZONE income statement that did not, however, affect the level of operating income - leisure. ANALYSIS OF OPERATING INCOME – LEISURE: EUROPE Some costs appearing previously as overheads were recognized either as selling costs or operating costs. (in € millions – like-for-like) 2007 2008 For example: Revenue 1,039.5 1,137.2 Other revenue (including interzone - Product marketing costs or those concerning the customer 10.4 12.4 revenue) databases are now entered as selling costs. Total revenue 1,049.9 1,149.6 - Civil liability insurance premiums are also entered as selling Margin on variable costs 577.9 624.2 costs whereas the premiums for operating damages and % Revenue 55.0% 54.3% losses are entered as fixed operating costs. Fixed selling and marketing costs (137.3) (136.8) In spite of the decrease in the transportation margin linked to Fixed operating costs (283.1) (298.2) fuel price increases, the margin on variable costs remained Property costs (121.7) (137.5) stable above 60% of sales. Not including the impact of the transport margin, it grew by nearly 0.5 percentage points. Overheads (15.7) (17.2) Operating income – leisure 20.1 34.6 Fixed sales costs are stable in absolute value, but went from nearly 14.1% of sales in 2007 to 13.0% in 2008. If we

B-16 Registration Document 2008

In Asia, improvement in profitability was led by the change in

price mix. Like-for-like fiscal 2007 Operating income – 20.1 leisure Volume effect 40.0 ANALYSIS OF OPERATING INCOME – LEISURE: AMERICAS Change in price mix 6.3 Operating losses effect 0.0 (in € millions – like-for-like) 2007 2008 Change in margin on variable costs 46.3 Revenue 178.4 181.5 Business interruption insurance 1.9 0.0 Fixed selling and marketing costs 0.6 settlements Fixed operating costs (15.1) Other revenue (including interzone 59.4 68.7 Property costs (15.8) revenue) Overheads (1.5) Total revenue 239.7 250.2 Margin on variable costs 152.2 163.3 Fiscal 2008 Operating income – leisure 34.6 % Revenue* 64.0% 65.3% Operating income - leisure: Europe rose sharply, led by the Fixed selling and marketing costs (31.5) (31.5) volume increase with 55,000 customers more in 2008. Fixed operating costs (102.3) (110.1) Property costs (18.5) (21.1) OPERATING INCOME – LEISURE: ASIA Overheads (3.9) (3.9) (in € millions – like-for-like) 2007 2008 Operating income – leisure (4.0) (3.3) Revenue 160.1 165.2 Other revenue (including interzone 28.3 27.9 revenue) Like-for-like fiscal 2007 Operating income – (4.0) Total revenue 188.3 193.1 leisure Margin on variable costs 102.1 107.5 Volume effect 3.2 % Revenue 54.2% 55.7% Change in price mix 9.7 Fixed selling & marketing costs (25.8) (25.4) Operating losses effect (1.9) Fixed operating costs (47.2) (47.0) Change in margin on variable costs 11.1 Property costs (17.5) (18.5) Fixed selling and marketing costs 0.0 Overheads (3.2) (3.1) Fixed operating costs (7.8) Operating income – leisure 8.4 13.6 Property costs (2.6) Overheads (0.0)

Like-for-like fiscal 2007 Operating income– Fiscal 2008 Operating income – leisure (3.3) 8.4 leisure * Restated revenue from insurance settlements for business Volume effect (3.0) interruption. Change in price mix 8.5 In the Americas, and in spite of the absence of €2 million of Operating losses effect 0.0 insurance settlements for business interruption received in Change in margin on variable costs 5.5 2007 and the 3% decrease in capacities with temporary Fixed selling & marketing costs 0.4 closures of 2 flagship Villages (Ixtapa Pacific and Punta Cana) Fixed operating costs 0.1 due to construction work and transfer to 4 Trident, Operating income - leisure is stable due to the favorable change in price Property costs (0.9) mix impact. With a like-for-like exchange rate, operating Overheads 0.1 income - leisure: America was even slightly higher. Fiscal 2008 Operating income – leisure 13.6

2.3.3. OPERATING PROFITABILITY Reported – IFRS 5 restated* EBITDAR – leisure Operating income – leisure 2006 2007 2008 Change 07 2006 2007 2006 Change07 Core business (excl. business interruption 184 217 257 18% (3) 25 45 77% insurance settlements) In % of revenue 13.5% 15.5% 17.3% -0.2% 1.8% 3,0% Business interruption insurance settlements 20.8 1.9 - 20.8 1.9 - Core business 205 219 257 18 27 45

* excluding Jet tours and Club Med Gym.

Registration Document 2008 B-17

∆ 07/08 of like-for-like Villages EBITDAR +€46 Operating profitability improved significantly due to changes million in the business model, in spite of a summer already impacted by two crises. ∆ 07/08 of Villages like-for-like revenue +€106 million

Core business operating profitability is more precisely Flow through rate* 43% explained by the EBITDAR prior to property costs that shows * [∆ like-for-like Villages EBITDAR, excluding insurance operating performance of the Villages, whether owned or settlements for business interruption/∆ Villages like-for-like leased. revenue] The EBITDAR of the Group represents 17.3% of sales, for an The €106 million increase in like-for-like revenue created an improvement of 1.6 points between 2007 and 2008, after additional €46 million in EBITDAR, for a flow through rate equivalent improvement between 2006 and 2007. near 43%, equivalent to that of 2007.

2.3.4. FLOW THROUGH RATE

Another indicator used to measure improvement of operating profitability is to compare Villages EBITDAR growth to revenue growth.

2.3.5. EBITDAR/OPERATING INCOME - LEISURE, BY GEOGRAPHIC ZONE AND ACTIVITY Reported – IFRS 5 restated* EBITDAR – leisure Operating income – leisure (in € millions) 2006 2007 2008 2006 2007 2008 Europe 162 166 196 21.4 19.8 34.6 Americas 23 21 25 (1.6) (2.3) (3.3) Asia 20 32 36 (1.6) 9.9 13.6

Sub-total Villages 205 219 257 18.2 27.3 44.9

% Revenue 15.1% 15.7% 17.3% 1.3% 2.0% 3.0% Other activities -0.2 0.0 0.2 (2.0) (1.9) (2.0) Group total 205 219 257 16.2 25.4 42.9 % Revenue 15.0% 15.6% 17.2% 1.2% 1.8% 2.9%

* excluding Jet tours and Club Med Gym

The EBITDAR in each of the geographic zones improved significantly between 2007 and 2008, with growth of nearly 18% in Europe and America and 12% in Asia.

results from exchange losses. The finance expense includes 2.3.6. FINANCE COST, NET nearly €9 million in calculated debt from processing under (in € millions) 2007 2008 IAS 32 and 39 standards on the OCEANE 2010 and 2008 OCEANES 2008 & 2010 (21) (22) convertible bonds. The latter was reimbursed for an amount of €152 million on 3 November 2008, the 2009 financial Other interest expense (10) (8) income will be mechanically improved on the order of €5 Interest (31) (30) million. Other items 1 0 In order to understand the accounting impact, two indicators Interest income excl. exchange gains and (30) (30) losses of the cost of debt are analyzed: Exchange gains and losses 6 (3) - A cost of debt calculated using the income statement Finance cost, net (24) (33) expense to account for the IFRS impact of the Average debt (376) (383) OCEANES.

Calculated cost of debt 8.3% 7.8% - A cost of debt calculated on the finance cost (excluding Cash cost of debt (excl. IFRS impact) 6.3% 5.6% the IFRS impact) or cash that rose to 5.6% for 2008 compared to 6.3% in 2007. This improved by 70 basis The financial cost of the Group represents an expense of €33 points. million, compared to €24 million for 2007. The difference

B-18 Registration Document 2008

2.3.7. OTHER STATEMENT OF INCOME ITEMS Equity and liabilities 31.10.07 31.10.08 OPERATING INCOME – MANAGEMENT OF ASSETS Equity capital and minority 490 494 interests Operating income from the management of assets, which Provisions 51 49 rose to negative €8 million, includes primarily two items: Deferred taxes, net 34 31 - gains on disposals of non-current assets of equivalent Working capital 257 229 amounts in 2007 and 2008; Net debt 336 295 - the costs of Villages closed definitively or temporarily for Total equity and liabilities 1,168 1,098 reconstruction. This expense increased in 2008 due to Gearing 68.6% 59.7% the large number of Villages (Tignes Val Claret, Ixtapa Pacific, Punta Cana, Gregolimano, Bali, etc.) concerned. Equity, at nearly €500 million, grew slightly, compared to 31 October 2007. Finally, the 2007 Operating income from the management of assets included a reversal of provisions for impairment on the Working capital, which represents a net source of funds at order of €7 million, an extraordinary item in 2008. Club Med, was €229 million or around 15% of 2008 revenue, essentially unchanged from 2007. OTHER OPERATING INCOME AND EXPENSE Non-current assets totaled €1,138 million. Following the Other Operating Income & Expense includes the cost of disposals of Jet tours and Club Med Gym, and therefore of credit cards and restructuring costs. The increase in this last brands and goodwill, intangible assets declined from €191 item is a result of productivity gains that had already been million to €85 million. Property, plant and equipment now initiated that moved this Other Operating Income & Expense represent nearly 85% of total capital assets. from negative €19 million to negative €25 million. Due to improvements in operating profitability and the impact of the disposals of Jet tours and Club Med Gym, debt totaled OPERATING INCOME €295 million, a decrease compared to October 2007, and the Operating income of the Group including Operating income - debt ratio was at 59.7%. leisure moved strongly upward, Operating income - management of assets and Other operating income & 2.5. CASH AND CAPITAL expense, rose to €10 million in 2008 compared to €8 million last year. 2.5.1. CASH FLOW STATEMENT

INCOME TAX (in € millions) 2007 (1) 2008 (1) Income tax expenses rose to €11 million in 2008 compared to Cash flow 24 34 net proceeds of €3 million in 2007 that included deferred tax Change in working capital (2) 7 proceeds on the order of an extraordinary €10 million. Change in provisions (9) 2

NET INCOME/(LOSS) Net cash from operating activities 13 43 Investments (108) (128) Net income was €2 million, compared to negative €8 million Disposals 65 135 in 2007. Free Cash Flow (30) 50 2.4. BALANCE SHEET Translation adjustments and other (12) (9)

(in € millions) Change in net debt (42) 41

Assets 31.10.07 31.10.08 (1) including cash from Jet tours and Club Med Gym

Property, plant and equipment 928 964 Intangible assets 191 85 (in € millions) 2006 2007 2008 Non-current financial assets 86 89 Net investments* Property, plant and Total non-current assets 1,205 1,138 (130) (90) (113) equipment Government grants (37) (40) Intangible assets (9) (10) (7) Total assets 1,168 1,098 Financial (12) (8) (9) Total net investments* (151) (108) (128)

* (of government grants)

Registration Document 2008 B-19

(en millions d'euros) 2006 2007 2008 million included primarily the disposal of Club Med Gym and Cessions Jet tours for €109 million. Sorties de périmètre 70 17 129 Free cash flow was positive at €50 million compared to Cessions de murs et negative €30 million in 2007, due to the operating 63 39 0 location simple performance and disposals of Jet tours and Club Med Gym. Autres 10 9 6 At 31 October, the Group's total available cash was €288 Total cessions 143 65 135 million.

The cash flow margin and the cash made available by Net cash from operating activities in the statement on page operations grew significantly, reflecting a major change in 19 and the cash flows from operating activities in the operating performance. consolidated cash flow statement on page 84 are reconciled as follows: Free cash flow, or cash flows after taxes and interest expense, measure of cash flows generated by financial assets. This includes cash generated by operations and (in € millions) investments not including disposals. 2007 2008 Investments net of government grants rose to €128 million in Net cash from operating activities 2008 and mainly concerned the renovations Gregolimano (statement of cash flows) 13 43 (€20 million), Punta Cana (€20 million), La Pointe aux Canonniers (€14 million), Ixtapa Pacific (€8 million), Tignes Interest paid 16 24 (€5 million), Club Med 2 (€7 million) and Bali (€4 million). Other 2 3 They also included the reinvestment of €4 million corresponding to the acquisition of a 16% interest in Cash flows from operations 31 70 Financière/Club Med Gym. Disposals amounting to €135

2.5.2. INFORMATION ON THE GROUP'S NET DEBTS

Net borrowings at 31 October 2008 breaks down as follows:

in € millions 31 October 2006 31 October 2007 31 October 2008 Cash 165 108 152 Long-term borrowings and other interest-bearing liabilities 346 408 259 Short-term borrowings and other interest-bearing liabilities 109 36 188 Liabilities related to assets held for sale 4 0 0 Total borrowings and other interest-bearing liabilities 459 444 447 Net debts 294 336 295

10/06 10/07 10/08

The maturity of the gross debt, 32 months at 31 October Net debt/EBITDA leisure (1) 3.4x 3.5x 2.7x 2008, is in fact 39 months if we exclude the OCEANE 2008 reimbursed on 3 November 2008. EBITDAR leisure/(leases + 1.3 1.4 1.5 interest) (2) Calculation of the covenants shown in the table below indicates an improvement in the financial structure (for EBITDAR leisure/financial (3) 8.1x 9.2x 12x expenses adjusted information, the ratios to respect are shown in Note 19.5.2 to the consolidated financial statements on Liquidity risk of 1) Reported figures. financial liabilities and debt covenants). (2) EBITDAR leisure 2006 and 2007 restated like-for-like. (3) Financial expenses adjusted for IFRS for OCEANES

B-20 Registration Document 2008

It should also be noted that the Group may, from time to time, 2.5.3. INFORMATION ON THE CONDITIONS OF be subject to certain legal or financial restrictions limiting of BORROWING AND THE FINANCING STRUCTURE restricting financial flows to the Parent Company. However, the impact of these restrictions is considered to have little During the 2008 fiscal year, Club Méditerranée was not significance. involved in any refinancing. The OCEANE 2008 was redeemed on 3 November for an amount of €152.5 million 2.5.5. LIQUIDITY AND EXPECTED SOURCES OF (including €21.6 million in redemption premiums and €3.8 FINANCING NECESSARY TO HONOR THE million in interest) using the proceeds from the disposal of GROUP’S COMMITMENTS Jet tours et de Club Med Gym and the syndicated credit line maturing in June 2010. In September 2008 Club After redemption of the OCEANE 2008, the Group has the Méditerranée also redeemed early a Brazilian loan for €3.6 necessary liquidity (liquidities and available bank credit lines), million. to meet the obligations of its operating cycle and its investment plan (€50 million expected) over the next 12 2.5.4. INFORMATION CONCERNING ANY months. RESTRICTIONS ON THE USE OF CAPITAL THAT SIGNIFICANTLY INFLUENCED OR COULD 2.5.6. OFF BALANCE SHEET COMMITMENTS SIGNIFICANTLY INFLUENCE DIRECTLY OR The Group's off balance sheet commitments are described in INDIRECTLY THE GROUP'S OPERATIONS Note 29 to the consolidated financial statements Bank credit or syndicated credit could contain early (Commitments). redemption clauses in particular in cases of breach of covenants or disposals. Debt covenants (the most restrictive) 2.5.7. CONTRACTUAL OBLIGATIONS are detailed in Note 19.5.2 to the consolidated financial See Note 18 to the consolidated financial statements on statements (Liquidity risk of financial liabilities and debt Borrowings and other interest-bearing liabilities, Analysis of covenants). the gross debt by redemption due.

2.6. PROPERTY PORTFOLIO (NET BOOK VALUE – IN € MILLIONS)

2.6.1. VILLAGES - PROPERTY, PLANT AND EQUIPMENT AND OPERATING FORMULAS

Surface area Net book value at PROPERTY, PLANT AND EQUIPMENT Villages Beds Rooms (hectares) 31 Oct. 2008 Fully or partially owned Villages France 4 61 2,098 984 61 Europe 6 102 4,878 2,262 134 Africa 3 99 1,329 662 74 Americas 10 235 7,344 3,127 373 Asia 5 288 3,119 1,303 112 Subtotal Villages 28 785 18,768 8,338 754 Managed Villages 5 4,150 Leased Villages 48 788 34,018 15,127 155 Other assets (offices, machines) 13 TOTAL VILLAGES 81 1,573 56,936 23,465 922

The property, plant and equipment of the Group, net of government grants, rose to €922 million; the bulk of which, €754 million, concerns 28 Villages owned by the Group.

A portion of property, plant and equipment concerns Villages owned jointly with partners.

Registration Document 2008 B-21

Net book value* Net book value* 31 October 2007 31 October 2008 I. Assets held for sale (non strategic and unused assets) 68 51 II. Mortgaged assets 118 133

III. Assets that could be refinanced in the near term 124 152 IV. Other Village assets 402 418 Total Village property, plant and equipment 712 754

* Net of government grants.

2.6.2. FULLY OR PARTIALLY OWNED VILLAGES

Surface area Net book value Villages Tridents Beds Rooms Comments (hectares) (31/10/2008)

Arcs Altitude 1 2 0 457 191 9.1 - Cap Skirring 1 4 87 415 205 12.2 - Cargese 1 3 21 942 439 17.2 - Cefalu 1 Closed 14 1,072 536 6.9 - Club Med 2 1 5 0 394 196 29.8 - Dieulefit 1 Closed 40 305 158 4.7 - Gregolimano 1 4 21 814 382 47.8 (5) Kemer 1 3 40 944 461 7.8 (3) In construction in - Kos 1 22 880 305 29.4 2008 La Pointe aux (3) (4) 1 4 11 633 319 48.1 Canonniers Louxor 1 3 1 281 138 13.5 (1) Sestrière 1 3 2 569 267 12.2 - St Moritz Roi-Soleil 1 4 2 599 311 30.8 (1) Cancun Yucatán 1 4 9 853 376 55.2 - Colombus Isle 1 4 32 529 236 25.3 - Ixtapa Pacific 1 4 15 679 298 37.4 - La Caravelle 1 4 19 604 250 28.2 (2) (5) Les Boucaniers 1 4 23 641 293 30.7 (2) (5) Punta Cana 1 3 30 1319 433 76.7 - Sandpiper 1 3 16 760 337 37.3 - Itaparica 1 3 33 689 330 28.3 (1) Rio das Pedras 1 4 31 708 324 28.4 (1) Trancoso 1 4 27 562 250 25.4 (1) Bali 1 4 14 922 393 29.8 (3) Bora Bora 1 4 29 300 100 24.5 - Cherating Beach 1 4 85 696 297 19.4 (3) Lindeman Island 1 3 136 540 214 13.4 (3) Phuket 1 4 24 661 299 25.1 (3) TOTAL VILLAGES 28 _ 785 18,768 8,338 754 (1) Jointly owned in a 50/50 partnership (2) Tax-advantaged investment (3) Concession land (4) Minority interests of less than 20% (5) Net of government grants

B-22 Registration Document 2008

On the basis of a winter 2009 capacity that was 3.1% lower, 3. OUTLOOK FOR 2009 the level of bookings as of 6 December, expressed in revenue, is in decline by 2.4% over winter 2008. By What we observed with respect to booking behavior in the geographic zone, this tendency is at -3.4% for Europe, -2.4% summer of 2008 was repeated in winter 2009, although it was for the Americas zone, and +4.9% for Asia. more marked by the effect of the financial crisis: a first phase characterized by the rapid startup of booking under the effect Last year at the same date, 70% of orders taken for winter of a deliberate early booking policy, a particularly noticeable 2008 were recorded; these were nearly 15% higher than for phase of wait-and-see, and a phenomenon of late booking. winter 2007. In spite of the economic conditions, the business grew compared to winter 2007. 3.1. WINTER 2009 BOOKINGS (VS. WINTER 2008) AT 6 DECEMBER 2008 3.2. ACTIONS NEEDED IN 2009

In the context of the economic crisis, the 2009 budget has (in like-for-like revenue ) Cumulative, at 6 December been reviewed taking into account a certain number of 2008 conservative assumptions. Operational measures have been Europe -3.4% taken to meet this situation for:

Americas -2.4% - Reduction of capacity: the hotel capacity was adjusted downward to nearly 3%. Asia +4.9% - Downward review of investments, brought down to Total Club Med -2.4% approximately €50 million compared to €90 million initially envisioned, reduced by 60% over 2008. Capacity winter 2009 -3.1% - Establishment of productivity measures bearing on the organizational costs for an amount on the order of €31 million.

3.2.1. REDUCTION IN CAPACITY WINTER 2009 (in thousand hotel days) Winter 07 Winter 08 Winter 09 Change Winter 09 vs. 08 2 Tridents and others 5.0% 2.0% 1.0% -1.0 pt 3 Tridents 47.0% 44.0% 37.0% -7.0 pt 4 and 5 Tridents 48.0% 54.0% 62.0% +8.0 pt TOTAL 100% 100% 100% +0.0 pt Europe 2,962 3,184 2,965 - 6.9% Americas 1,467 1,393 1,490 + 6.9% Asia 937 944 895 - 5.2% TOTAL WORLD 5,366 5,521 5,350 - 3.1%

3.2.2. REDUCTION OF INVESTMENTS 2009 The thought about capacity gave rise to two actions: Investment predictions were re-estimated at €50 million - Reduce the opening of 2 and 3 Trident Villages in slow (compared to €90 million envisioned in June), beyond the season when, under assumptions of lower use, the level of depreciations (nearly €70 million). With nearly €400 contribution appears inadequate; million invested in three years in the Villages, most of the renovations were complete. This reduction occurs essentially - Work on slow periods of the full time Villages, often linked to by staggering the upscaling of Kos and Sandpiper Villages. changing weather, and make decisions to close in the case of risk of inadequate contribution.

The winter 2009 capacity is 3.1% lower compared to winter 2008, with mainly a decline of 6.9% in Europe. This decrease, linked partly to the deconsolidation of Village des Almadies at the end of winter 2008, and that concerns mainly the 2 and 3 Tridents, could become as high as -10% for the slow periods.

Registration Document 2008 B-23

3.2.3. PROGRAM FOR ORGANIZATIONAL Increase market share by: PRODUCTIVITY - Accelerating recruitment of high-income customers using a € millions 2009 targeted and relational marketing strategy;

Selling and marketing costs 6 - Accelerating Internet growth: +20% this year that should grow to +50%; Purchases 3 - The contribution of key growth markets: in particular China. Productivity of structures 22 With 18,000 customers already in 2008, it has major potential Total 31 given that there are 12 million Top 12, and the fact that 74% of high-income Chinese state that they love Club Med The change in strategy with the upscale repositioning enormously; necessitated setting up organizations for: - The launch of the loyalty program: "Club Med Great - Marketing and sales to reposition the brand; Members". This program, launched in January 2009, will be - Simplification of structures (Human Resources optimization deployed throughout the world during the year. in the Villages, etc.); Prepare for the future - Purchases: Renegotiated contracts. The optimization of the 2009 business model will depend on Finally, a certain number of technology investments in two main focuses: information systems for development of better services at lower cost. - Develop capacities that are flexible, pre-financed, and highly profitable: villas and chalets. 20 villas are currently being This program, added to the 2009 budget, represented savings constructed at Albion and chalets are projected at Valmorel, of €31 million over 2008. Actions were taken to address the Villars-sur-Ollon or Sahoro, as well as villas at Caravelle, economic situation. If needed, these actions could be Marrakech or Lindeman. strengthened in each area: capacity, investments and costs, with opportunities possible on energy costs related to the - Promote the development of currently managed Villages. decline in the price of oil. With Taba, Oman, Buzios (condominiums) and Senegal, the proportion should noticeably increase. These now represent 3.2.4. ONGOING IMPLEMENTATION OF THE 6% of managed capacity. UPSCALING STRATEGY Lastly, the Magellan project is still ongoing; an update is With upscaling, Club Med has several advantages: provided on page 69.

- An affluent clientele: the customer base is shifted; - Upscale positioning with an excellent price/quality balance through the "all inclusive" vacations that allows better 3.3. SUBSEQUENT EVENTS management of customer budgets and an "all inclusive Club None Med" rich in substance;

- Renovated Villages in superb locations with, in particular for 3.4. OTHER INFORMATION the most affluent customers, a choice of prestigious 4 and 5 Trident Villages throughout the world (the "collection 3.4.1. DEPENDENCE ON PATENTS OR SUPPLY Particulière") that will represent more than half of capacities in CONTRACTS 2009 (55%); None - A worldwide presence offering growth opportunities in new markets and promoting multiculturalism. 3.4.2. LEGAL PROCEEDINGS AND EXCEPTIONAL EVENTS On the basis of these advantages, the priorities for 2009 are to gain market share and continue to prepare for the future. There were no governmental, judicial or arbitration procedures in fiscal 2008 that might have or recently might have had a significant impact on the financial position or profitability of the Company and/or the Group.

B-24 Registration Document 2008

More information about the Group's sustainable development 3.4.3. ITEMS LIKELY TO HAVE AN IMPACT IN THE practices is provided in the Sustainable development report in EVENT OF A PUBLIC OFFERING (ARTICLE 225-100- this document. 3 OF THE FRENCH COMMERCIAL CODE) Natural resources/energy There were no items likely to impact the Company in the event of a public offering. The various projects undertaken as part of the Group's sustainable development policy enable progressive reduction 3.5. RELATED PARTY TRANSACTIONS in energy consumption at the Villages, in particular through the "Tech Care" system of reporting for guiding energy saving There are no transactions between related parties other than systems in Villages. those described in Note 28 to the consolidated financial statements. Fuel

As the Group is not an air carrier, it has no direct exposure to oil risk.

4. RISK FACTORS Indirect risk, linked to the impact of oil price increases on Club Méditerranée’s corporate risk management policy is transport purchasing (purchase/sale of airplane tickets) is designed to effectively protect both the interests of limited to the repercussions of any fuel price increases on shareholders and customers and the environment. It is based customers. on a map of critical operational risks, which serves to prioritize Club Méditerranée therefore does not use market transactions risks based on their frequency and their financial and to cover this kind of risk. business impact. Following review of its risks, Club Méditerranée believes that there are no significant risks other Compliance than those presented here below. No provisions for environmental liabilities arising from court 4.1. WEATHER, ECONOMIC AND GEOPOLITICAL decisions have been recorded in the fiscal 2008 financial RISKS statements of Club Méditerranée SA.

The Group’s vacation Village operations are particularly Objectives assigned to subsidiaries sensitive to economic cycles and weather conditions. Major weather risks are natural catastrophes (hurricanes, tornados, Our subsidiaries outside of France are required to apply our etc.) are covered by our insurance policies. Economic general environmental policy. They are also encouraged to slowdowns in the regions where the Group does business share experience and best practices in the areas of business adversely affect demand for leisure activities in general and practices, the environment and labor relations. We also for vacation travel in particular. Economic-driven fluctuations ensure that our subsidiaries comply with local regulations. in demand can cause significant changes in revenue. The related risk is reduced by the Group's business model which 4.3. LEGAL RISKS focuses on variabilizing operating costs. Our presence in over The nature of the Group’s business and the fact that its forty countries increases our exposure to worldwide operations are conducted in a large number of countries with geopolitical risks. To limit our exposure in high-risk countries, differing and sometimes contradictory regulations is a source we adopt the most flexible operating formulas, such as of operating difficulties and can lead to disputes with suppliers, management contracts. owners, employees or local authorities.

4.2. ENVIRONMENTAL RISKS Provisions are booked for the cost of identified risks, taking into account the nature of the business and its international Prevention and compliance nature, as soon as the amounts involved can be reasonably estimated. Environmental risk prevention and management

Our businesses do not give rise to any specific environmental risks. The risk of environmental damage caused by the technical installations at vacation Villages is managed by performing regular inspections.

Due to the absence of material risks, no environmental provisions or warranties have been recognized in the fiscal 2008 accounts.

Registration Document 2008 B-25

the large worldwide reinsurance companies, and the 4.4. INSURANCE – RISK COVERAGE promotion of a policy of prevention and protection of Club Méditerranée assets, the renewal of this program at 1 May The Club Méditerranée risk management policy is part of a 2008 enabled establishment of specific loss retention rules, dynamic process: the systematic and centralized identification the acquisition of additional capacities, in particular for natural of risks to the implementation and coordination of insurance events, and reduction of the premium budget by nearly 20%. as part of worldwide programs, the organization of prevention and protection of property and persons, and the deployment - In addition to insuring our own risks, we offer all of of a crisis management structure internationally. We have our customers throughout the world extensive assistance identified no specific risks not covered by insurance policies cover purchased from Europe Assistance.

The worldwide organization of financial coverage depends primarily on the transfer of these risks to the insurance markets under reasonable financial conditions, as part of the 4.5. FINANCIAL RISK MANAGEMENT POLICY insurance available in these markets in terms of guarantees and coverage limits, without using a captive insurance or re- In the normal course of business, the Group is exposed to insurance company. various financial risks, including market risks (particularly currency and interest rate risks), credit risks and liquidity risks. Deductible amounts charged to the Group's companies respond in particular to an optimization of the ratio of The Group may use derivative financial instruments to hedge coverage to overall risk cost. The absence any major non- currency risks arising in the course of its business and interest insured claim validates the relevancy and adequacy of the rate risks on floating rate debt. In practice, these instruments policies held. are used primarily to hedge currency risks on future transactions. The Treasury and Financing unit identifies, The financial stability of the insurance partners is regularly assesses, manages and hedges financial risks on a verified and certain negotiations were conducted at the time of centralized basis in accordance with the policies approved by renewals in 2008. Overall, the main worldwide players the Audit Committee. participate in the Group's major insurance programs, always in partnership with Marsh, the world leader in insurance Note 19 to the consolidated financial statements presents brokering. The leading insurers are Generali for the Third- details on the financial risk management policy. For cross- Party Liability program and ACE as well as the London market referencing purposes, we shall make several references to for Damage program. this note.

The main global insurance programs are the following: 4.5.1. MARKET RISK - Global Third-Party Liability Program, covering the Note 19 to the consolidated financial statements covers: Group’s liability towards customers and other third parties. The renewal of the program on 1 November 2008 allowed the - Currency risk (Note 19.1) Club to increase its coverage ceiling from €114 million to €133 - Interest rate risk (Note 19.2) million, to reduce its expenses per claim and per year, and thereafter benefit from a reduced premium. This was possible - Equity risk (Note 19.3) due to the high level of quality and safety of the Group in steering its operations, with the understanding that the Third- 4.5.2. CREDIT AND COUNTERPARTY RISK Party Liability program did not make significant claims. To Note 19.4 to the consolidated financial statements covers reduce our exposure to risks, in the interests of our customers, credit and counterparty risk of sales, investments and we have set up reporting systems providing detailed and derivative instruments. summary information by Village, country and region, on the number and circumstances of claims, as well as the related 4.5.3. LIQUIDITY RISK cost. This information ensures that immediate action is taken to implement preventive and safety measures. Liquidity risk is managed by using diversified sources of financing. - Property Damage/Business Interruption Program: The All Damages Safe covered claims are delivered to the As of 31 October 2008, Club Méditerranée had €288 million in extent of insured capital and the Business Interruptions total liquid assets available (including credit lines opened in covered claims cover the discounted gross margin of the early November), thus enabling redemption of OCEANE Group's companies, in compliance with the analysis of maturing in November 2008. Maximum Claim Possible and for maximum insurance Note 19.5 to the consolidated financial statements presents coverage of €100 million per claim. Following in-depth detailed information of the Group's liquid positions, the analysis of the exposure of our assets to the risks of fire and financial liabilities of the Group by maturity date and the debt natural catastrophes, conducted using modeling tools used by covenants belonging to different financing arrangements.

B-26 Registration Document 2008

PARENT COMPANY Club Méditerranée SA ended the year with a net gain of €3 million compared to a loss of €38 million for the period ended The Parent Company of the Club Méditerranée Group is Club 31 October 2007. Méditerranée SA. As well as acting as the Group holding company, Club Méditerranée SA operates Villages under the This gain was primarily due to the variation in the exceptional Club Med brand in France and abroad. income that went from a loss of €1 million to a gain of €28 million following the disposal of Club Med Gym and SIM Consequently, its financial results and their year-on-year companies. change only partially express the Group’s performance and do not reflect the same trends as the consolidated financial statements.

2009 FINANCIAL CALENDAR

20 February 2009: Shareholders' Meeting.

March 2009: First quarter 2009 revenue release.

12 June 2009: Fiscal 2009 interim results release.

September 2009: Third quarter 2009 revenue release.

11 December 2009: Fiscal 2009 results release.

Registration Document 2008 B-27

GENERAL INFORMATION

B-29 – GENERAL INFORMATION ABOUT CLUB MEDITERRANÉE B-32 – GENERAL INFORMATION ABOUT THE COMPANY’S CAPITAL B-36 – GENERAL INFORMATION ABOUT CLUB MEDITERRANÉE SECURITIES B-38 – CORPORATE GOVERNANCE

B-28 Registration Document 2008

GENERAL INFORMATION ABOUT CLUB MÉDITERRANÉE

COMPANY NAME The Company may assist the Group subsidiaries by any Club Méditerranée method, including by extending loans, advances and credits, subject to compliance with applicable laws and regulations. REGISTERED OFFICE AND HEAD OFFICE More generally, the Company may conduct all industrial, 11, Rue de Cambrai – 75957 Paris Cedex 19, France commercial or financial operations, involving both movable property and real estate, including the acquisition, holding and LEGAL FORM AND GOVERNING LAW management of interests in any industrial or commercial venture, directly or indirectly related to the corporate purpose Club Méditerranée (the “Company”) is a French société of the Company as described above and any other similar or anonyme (public limited company) governed by the laws of related purposes. France, including Articles L. 225-17 to L. 225-56 of the Commercial Code. INCORPORATION DETAILS

DATE OF ESTABLISHMENT - DURATION 572 185 684 RCS PARIS – APE Code 5520 Z

The Company was established on 12 November 1957. It will be dissolved on October 31, 2095 unless it is wound up in CONSULTATION OF CORPORATE advance or its term is extended by a decision of a DOCUMENTS Shareholders’ Meeting. Corporate documents (including the Bylaws, business reports and financial statements) are available for consultation at the CORPORATE PURPOSE (ARTICLE 2 OF THE Club Méditerranée headquarters, 11 Rue de Cambrai - 75957 BYLAWS) Paris Cedex 19.

Club Méditerranée was established to develop and manage hotels, holiday centers and/or leisure facilities and/or PUBLIC DOCUMENTS entertainment facilities and any and all activities relating The following current and historical documents are available thereto, whether directly or indirectly, in France or abroad, upon request or may be viewed on the Club Méditerranée including the prospecting, purchase and/or sale and leasing, financial reporting website, www.clubmed.com: the registration on any basis, of land, movable property and real estate; the document filed with the Autorité des Marchés Financiers creation and operation of design offices; the construction, (AMF); the half-yearly financial report; the twice-yearly letter fitting out, management and maintenance of hotels, sent to the Shareholders Club with an up-to-date message restaurants and holiday centers and/or leisure facilities and/or from Chairman and CEO presenting developments in the entertainment facilities; the promotion, organization or delivery Group and changes in its share price; information memoranda of travel and holiday packages; the provision of for financial transactions filed with the AMF; and the notice accommodation, food and transport for participants; the convening the Annual Shareholders’ Meeting sent organization of tours and excursions; the organization and automatically to all registered shareholders. execution of sporting, educational, tourist, cultural or artistic All financial news and updates, along with all informational activities; the organization of events and shows, the documents published by the Group are available on its performance thereof and the provision of any related institutional and financial website, www.clubmed.com. consulting services; the creation or acquisition and operation of any and all equipment, organizations and facilities for Earnings announcements to analysts are broadcast live and sporting, educational, tourist, cultural or artistic purposes; the recorded (video). The share price is available online and a drafting and signature of any and all contracts for the same space is dedicated to individual shareholders and members of purposes; the creation or acquisition and operation of any and the Shareholder Club. all businesses or facilities conducting the same activities; Finally, Club Méditerranée publishes regulated information participation by any method and in any form in any and all electronically via a professional publisher who meets the existing or future ventures or companies; the design, creation, criteria set by the AMF General Regulations. It also posts such production and marketing – directly or indirectly through a regulated information on its website as soon as it is released. licensee or other partner – of any and all products and services that can be distributed under the brands, logos or emblems owned by the Company, or under any new brand, logo or emblem owned or registered by the Company in the future.

Registration Document 2008 B-29

interim dividends exceed the profit available for distribution FISCAL YEAR thus defined.

The Company’s fiscal year begins on 1 November and ends TTENDANCE AND REPRESENTATION AT on 31 October of the following year. A SHAREHOLDERS’ MEETINGS

APPROPRIATION OF INCOME 1 – All shareholders have the right to attend Shareholders’ Meetings in accordance with the applicable law and to take Article 36 of the bylaws states that at least five percent of net part in the vote, in person or by proxy, whatever the number of income for the year, less any prior year losses, is appropriated shares held, upon presentation of evidence of their identity. to the legal reserve. This appropriation ceases to be compulsory once the legal reserve represents one-tenth of the 2 – All shareholders may vote by mail, using the postal voting Company’s capital. However, if for any reason, the legal form, details of which are provided in the notice of meeting. reserve falls to below one-tenth of the capital, it must be 3 – Shareholders may give proxy only to their spouse or restored to the required level by the same method. The another shareholder. income remaining, less any prior year losses and any other amounts to be credited to reserves pursuant to the law or the 4 – Pursuant to the applicable laws and regulations, for Company’s bylaws, plus any unappropriated retained earnings shareholders to be entitled to participate in Shareholders’ brought forward from prior years, is then appropriated as Meetings or cast a postal vote, their shares must be recorded follows: in accordance with the relevant regulations no later than midnight (CET) on the third business day preceding the To any extraordinary reserves or to revenue reserves, by meeting (the record date). Shareholders who have cast a decision of the Shareholders’ Meeting. postal vote, lodged a proxy or requested an admission card or Any remaining balance will be distributed among all shares. participation certificate (attestation de participation) in Except in the case of a capital reduction, no distributions are accordance with the applicable regulations may still sell all or made to shareholders if shareholders’ equity represents – or some of their shares. If the sale takes place prior to the record would represent if the distribution were to be made – less than date, the Company will take the appropriate measures to the sum of capital and non-distributable reserves. The cancel or amend any related postal vote, proxy, admission Shareholders’ Meeting may also decide to pay all or part of card and/or attestation de participation. However, if any the dividend out of revenue reserves or to effect an shares are sold by any method after the record date, the sale exceptional distribution of revenue reserves. In this case, the will not be reported to the Company by the shareholder’s bank reserves against which the dividend is to be charged must be or broker (intermédiaire habilité) and will not be taken into designated in the related resolution. However, no distributions account by the Company, irrespective of any agreement of reserves may be decided if distributable earnings for the providing otherwise. year have not been fully distributed. 5 – Holders of registered shares will be admitted to the Any losses recorded in the financial statements approved by meeting on presentation of evidence of their identity. Holders the Shareholders’ Meeting are recorded in a special reserve of bearer shares will be admitted on presentation of the proof account and set off against income earned in subsequent that their shares have been recorded as described above. years until they have been absorbed in full. Holders of bearer shares will be admitted on presentation of The Shareholders’ Meeting may offer shareholders the option the certificate referred to above. The Board of Directors may to reinvest for all or part of the final dividend or payment in decide to issue individual admission cards to shareholders, in cash, or in shares. The same option may be offered in the which case only the named shareholder or proxy may use the case of an interim dividend payment. The method of payment card. of cash dividends is decided by the Shareholders’ Meeting or, failing that, by the Board of Directors. DOUBLE VOTING RIGHTS In all cases, dividends must be paid within nine months of the Article 8 of the bylaws stipulates that all fully paid shares year-end, unless the court grants an extension. registered in the name of the same holder for at least two If the audited annual or interim financial statements show that years carry double voting rights. the Company has generated a profit for the period – after In the event such shares are transferred or converted to deducting depreciation, amortization and provision expense as bearer form, they are stripped of their double voting rights. well as any prior year losses and any amounts to be However, double voting rights are not lost and the two-year appropriated to reserves pursuant to the law or the bylaws, qualifying period continues to run if the shares are transferred and taking into account any unappropriated retained earnings in the estate of a deceased shareholder, or in connection with – an interim dividend may be paid prior to the approval of the the settlement of the marital estate, or a donation inter vivos to financial statements for the year. Under no circumstances may a spouse or relative in the direct line of succession.

B-30 Registration Document 2008

DISCLOSURE THRESHOLDS In the case of failure to comply with these requirements, duly noted in the minutes of the Shareholders’ Meeting, the shares Article 7 of the bylaws stipulates that any shareholder acting in excess of the relevant threshold will be stripped of voting alone or in concert with others that directly or indirectly rights at all Shareholders’ Meetings for the period provided for acquires a number of shares representing at least 1% of the by law at the request of one or several shareholders together Company’s capital or voting rights or any multiple thereof is holding at least 5% of the Company’s capital or voting rights. required to notify the Company of the total number of shares and voting rights held. Disclosure must be made by registered IDENTIFIABLE BEARER SECURITIES letter with return receipt requested, within five trading days of the date on which the disclosure threshold is crossed. For the The bylaws authorize the Company to apply at any time to the purpose of determining whether a disclosure threshold has French securities clearing agency for details of the identity of been crossed, account is taken of any securities that are holders of voting shares and any securities convertible, convertible, exchangeable, redeemable or otherwise exchangeable, redeemable, or otherwise exercisable for exercisable for shares of the Company. These disclosure voting shares, and of the number of securities held by each thresholds apply in addition to the one-twentieth, one-tenth, such holder, pursuant to Article L.228-2 of the Commercial three-twentieths, one-fifth, one-quarter, one-third, one-half, Code. The Company makes such applications each year. two-thirds, eighteen-twentieths and nineteen-twentieths thresholds provided for in Article L 233-7 of the Commercial SERVICES PROVIDED BY THE COMPANY Code. TO SUBSIDIARIES The same disclosure rules apply if a shareholder’s interest is Services provided by Club Méditerranée SA in its capacity as reduced to below any of the above thresholds. Parent Company to its subsidiaries include the usual senior For the purpose of applying these rules, the terms “shares” management and support services, including administrative, and “voting rights” have the same meaning as in Articles financial, legal, communication, marketing, human resources, L.233-3, L.233-9 and L.233-10 of the Commercial Code. training, IT and sales services. They are billed at cost.

Registration Document 2008 B-31

GENERAL INFORMATION ABOUT THE COMPANY’S CAPITAL

SHARE CAPITAL At the Shareholders’ Meeting to be held on 20 February 2009, shareholders will be asked to renew these authorizations. At 31 October 2008 the Company’s share capital amounted to €77,511,620, divided into 19,377,905 common shares with a POTENTIAL CAPITAL par value of €4, all fully paid up. Shares registered in the name of the same holder for at least two years carry double The exercise of all outstanding equity warrants and stock voting rights (541,551 at 31 October 2008). The Company’s options would result in the Company’s capital being increased share capital was €28,800 higher at 31 October 2008 than one to €104,029,964 consisting of 26,007,491 shares of common year earlier due to the exercise of stock options during the stock, representing a potential dilution of 34.2%. These figures period which led to the issuance of 7,200 new shares. take into account all the securities outstanding at 31 October 2008 that are convertible, redeemable, exchangeable or AUTHORIZED, UNISSUED CAPITAL otherwise exercisable for common shares at a future date. 19,377,905 shares outstanding at 31 Oct. 2008: The Extraordinary Shareholders’ Meeting of 8 March 2007 + 2,193,731 convertible bonds (OCEANEs*) due 1 Nov. 2008 approved several resolutions authorizing the Board of Directors to increase the Company’s capital. The Board of + 3,092,783 convertible bonds (OCEANEs*) due 1 Nov. 2010 Directors may delegate the right to use these authorizations in + 1,305,667 stock options outstanding at 31 Oct. 2008 accordance with the Company’s bylaws and Articles L.225- + 37,405 shares to be granted free of consideration 127 et seq. of the Commercial Code. = 26,007,491 potential shares at 31 Oct. 2008

The purpose of these authorizations – which expire in May *OCEANE redeemed on 3 November 2008. Following this 2009 – is to enable the Company to issue shares and share reimbursement, the potential capital is reduced to 23,813,760 equivalents in order to raise any necessary financial resources shares, representing a dilution rate of 22.9%. in a swift and flexible manner.

Used in fiscal Authorization Maximum amount Duration Expiry date Total used 2006/2007

Issue of shares and share equivalents with Equity: €20 million (1) 26 months 7 May 2009 Not utilized pre-emptive subscription rights €300 million Equity: €20 million (1) Issue of shares and share equivalents with Borrowing: €300 26 months 7 May 2009 Not utilized pre-emptive subscription rights million Issue of shares and share equivalents with 10% of shareholder 26 months 7 May 2009 Not utilized freely established issue price capital per year

Capital increase incorporating reserves, Equity: €32 million (1) 26 months 7 May 2009 Not utilized premiums or profits Issue of shares and share equivalents under Equity: €20 million (2) 26 months 7 May 2009 Not utilized IPO initiated by the Company

Issue of shares and share equivalents for 10% of shareholder 26 months 7 May 2009 Not utilized remuneration of in-kind contributions capital Increase in the number of shares to issue in 15% of the initial the case of capital increase with and without issue at the same 26 months 7 May 2009 Not utilized pre-emptive subscription for over allocation price Capital increase reserved for Group's €3 million (1) (2) 26 months 7 May 2009 Not utilized employees

Subscription and/or redemption options - 10% of shareholder 26 months 7 May 2009 125,000 options 125,000 options employees and company officers capital

1% of shareholder 46,600 share 46,600 share Share grants 26 months 7 May 2009 capital options options (1) Amount included in the overall authorized ceiling: €75 million (40th resolution of the Shareholders’ Meeting of 8 March 2007) (2) Amount included in the €20 million ceiling relating to the issue of shares and share equivalents without pre-emptive subscription rights.

(3) Legal limits in Article L.225-182 of the Commercial Code and D.174-17: the total of options granted and not exercised cannot equal one third of the capital

B-32 Registration Document 2008

CHANGES IN CAPITAL SINCE 31 OCTOBRE 2002

Share capital Premiums linked to Number of shares Nature of transaction transactions in the year

(in € thousands) (in € thousands)

31.10.2002 77,432 - 19,358,005

31.10.2003 77,432 - 19,358,005

31.10.2004 77,432 - 19,358,005

31.10.2005 77,432 - 19,358,005

31.10.2006 77,432 - 19,358,005

50 412 12,700 Exercice of options

31.10.2007 77,482 19,370,705

29 195 7,200 Exercice of options

31.10.2008 77,511 19,377,905

complies with the AFEI Code of Ethics as approved by the TRANSACTIONS ON COMPANY SHARES French securities regulator (Autorité des Marchés Financiers) on 22 March 2005. For its implementation, 2,000,000 euros AUTHORIZATION TO TRADE IN THE COMPANY’S were initially allocated to this liquidity agreement. The SHARES Company made an additional contribution of 1,000,000 euros on 2 October 2008. The authorization given to the Board of Directors to trade in the Company’s shares on the stock market, in accordance Between 11 March and 31 October 2008, the Company with Articles L.225-209 et seq. of the Commercial Code and purchased 254,858 shares at an average price of €31.30 and European Commission Regulation 2273/2003 was renewed at sold 197,500 shares at an average price of €33.08. the Shareholders’ Meeting of 11 March 2008 (seventeenth At 31 October 2008, a total of 274,837 shares were held in resolution) for a further period of eighteen months, expiring on treasury. 10 September 2009. Shareholders will be asked to renew the share buyback Under the terms of this authorization, the number of shares authorization at the Shareholders’ Meeting on 20 February purchased may not exceed 10% of the capital. 2009. The authorization may be used in the following order of priority: CHANGES IN OWNERSHIP STRUCTURE - To maintain a liquid market in the Company’s shares OVER THE LAST THREE YEARS under a liquidity agreement that complies with the Code of Ethics of the French Association of Investment Firms Changes in ownership structure over the last three years (AFEI). were as follows: - To purchase shares for allocation on exercise of stock 2006 – On 18 April 2006, Richelieu Finance informed the options granted to employees. Company that it had raised its interest to 4,895,369 shares, - To purchase shares to be exchanged for stock in other representing 25.28% of the capital. companies or to be used as consideration in connection with acquisitions. As part of its strategy to refocus operations on its Hotels and - To purchase shares for subsequent cancellation. Services businesses, on 9 June 2006 Accor announced that it had decided to sell the bulk of its stake in Club Méditerranée, The maximum purchase price per share is €70. representing 22.9% of the capital out of its total holding of The minimum sale price is €30. This minimum sale price 28.9%. Accor first sold a 16% interest to a group of investors applies to the resale of shares acquired under this share which have signed a shareholders’ pact with Accor (see buyback program and/or any programs authorized by previous “Shareholders’ Pacts” below). Following this transaction, Fipar shareholders’ meetings and these ceilings are only applicable Holding (a subsidiary of Caisse de Dépôt et de Gestion du in case of standardization of rates. Maroc), Icade and the Air France-KLM Group held respective interests of 10%, 4% and 2%. Accor then sold a further 1.5% On 11 July 2007, Club Méditerranée (ISIN FR0000121568) entered into a liquidity agreement with Natixis Securities that

Registration Document 2008 B-33

of the Company’s shares to Generali France, following which it an interest of 18.72%, signed a memorandum of had a remaining 5.4% to divest. understanding for the acquisition of 100% of Richelieu Finance. On 7 August 2006, Richelieu Finance increased its holdings in the Company to 5,107,492 shares, representing 26.38% of the On 16 April, KBL European Private Bankers informed the capital. Company that on 9 April 2008 it had directly and indirectly exceeded the thresholds of 5% of capital and voting rights, 2007 – On 23 January 2007, following sales of Club and directly and indirectly held 1,227,267 shares and voting Méditerranée shares on the open market, Accor informed the rights of Club Méditerranée, for 6.34% of the capital and Company that it had reduced its holdings to below the 10% 6.10% of voting rights. threshold for both capital and voting rights and that it directly held 1,912,349 shares, representing 9.88% of the capital and Since 29 August 2008, following these different restructuring 9.78% of the voting rights. operations, KBL France Gestion adopted the new company name KBL Richelieu Gestion. The fonds communs de In letters dated 12 and 17 April, Icade informed the Company placement (investment funds) managed by the management that it had sold its 4% stake in Club Méditerranée. company Richelieu finance Gestion Privée are now managed On 17 April 2007, Accor informed the Company that it had by the management company KBL Richelieu Gestion. further reduced its interest in Club Méditerranée to 6% of the On 31 October 2008, KBL Richelieu held 5.76% of the capital capital and 5.76% of the voting rights in accordance with the and 7.35% of the voting rights and KBL Luxembourg held Shareholders’ Pact signed on 9 June 2006. 6.34% of the capital and 6.09% of the voting rights. In a letter dated 20 June 2007, Richelieu Finance disclosed that following sales of Club Méditerranée shares on the open SHAREHOLDERS’ PACTS market, on 14 June 2007 it had reduced its interest in the Company to below the 25% threshold for capital and voting Club Méditerranée’s ownership structure, a shareholders’ pact rights and below the 20% threshold for capital, and that it held relating to 18% of the Company’s shares was signed on 9 3,377,978 shares representing 4,147,467 voting rights, June 2006 between Accor (which had retained a 6% stake in corresponding to 17.45% of the Company’s capital and the Company), Caisse de Dépôt et de Gestion du Maroc 20.18% of the voting rights. Following these sales the fund (through its subsidiary Fipar Holding which had acquired a manager Susquehanna Ireland Ltd. had acquired a stake in 10% interest) and Air France Finance (holder of a 2% interest). the Company and the percentage interest held by GLG By signing this pact, these shareholders have illustrated their Partners – a London-based investment firm – increased from long-term commitment to holding a stake in Club Méditerranée 3.5% to 8.5%. with a view to enabling the Company to continue to implement On 30 October 2007, GLG Partners informed the AMF that it its strategy via the backing of a solid ownership structure. had crossed the threshold of 10% of the Company’s capital The pact was signed for a term of three years and is and that it held 2,006,249 Club Méditerranée shares renewable annually; however, it may be terminated by any representing 10.36% of the capital and 9.87% of the voting one of the parties with six months' notice prior to the end of rights. the current period. The validity of the pact will continue as long On the same date, Richelieu Finance disclosed that it once as the shares concerned represent at least 15% of the capital. again raised its interest in the Company, and that it held The pact included a two-year lock-up and standstill clause that 3,615,730 shares and 4,385,219 voting rights, representing expired on 8 June 2008. At the end of the period of this clause, 18.67% and 21.58% of the Company’s total capital and voting all sales by any of the parties will give pre-emptive rights to rights respectively. the other parties to the pact.

2008 – On 23 January 2008, KBL European Private Bankers, To the best of the Company’s knowledge, no other a subsidiary of KBC Group specializing in private banking, and shareholders’ pacts exist. Richelieu Finance, then shareholder of Club Méditerranée with

B-34 Registration Document 2008

ANALYSIS OF OWNERSHIP STRUCTURE

2006 2007 2008 Number of shares Voting rights Number of shares Voting rights Number of shares Voting rights

At 31/10/06 % At 31/10/06 % At 31/10/07 % At 31/10/07 % At 31/10/08 % At 31/10/08 %

Fipar International (Caisse de Dépôt et 1,935 801 10.0 1,935,801 9.9 1,935,801 10.0 1,935,801 9.5 2,081,140 10.7 2,081,140 10.4 de Gestion - Maroc)

Accor 2,212,349 11.4 2,212,349 11.3 1,162,630 6.0 1,162,630 5.7 1,162,630 6.0 1,162,630 5.8

Rolaco 909,577 4.7 909,577 4.7 909,577 4.7 909,577 4.5 909,577 4.7 909,577 4.6

Nippon Life* 769,731 4.0 769,731 3.9 769,731 4.0 769,731 3.8 769,731 4.0 769,731 3.9

Total Board of Directors 5,827,458 30.1 5,827,458 29.8 4,777,739 24.7 4,777,739 23.5 4,923,078 25.4 4,923,078 24.7

Treasury stock 277,305 1.4 277,305 1.4 201,588 1.0 201,588 1.0 274,837 1.4 274,837 1.4

Employees 31,241 0.2 58,591 0.3 27,591 0.1 54,741 0.3 25,691 0.1 25,691 0.1

Richelieu Finance 5,107,492 26.4 5,012,299 25.6 3,615,730 18.7 4,385,219 21.6 1,115,478 5.8 1,468,456 7.4

KBL 1,230,680 6.4 1,230,680 6.2

Air France Finance 387,160 2.0 387,160 2,0 387,160 2.0 387,160 1.9 387,160 2.0 387,160 1.9

GLG Partners LP 2,047,573 10.6 2,047,573 10.1 2,306,796 11.9 2,306,796 11.6

Susquehanna Ireland Ltd 993,666 5.1 993,666 4.9 907,252 4.7 907,252 4.6

French institutions 2,682,116 13.9 2,749,939 14.1 2,177,177 11.2 2,235,000 11.0 2,626,017 13.5 2,686,356 13.4

Foreign institutions 2,259,401 11.7 2,269,421 11.6 3,219,791 16.6 3,229,811 15.9 3,856, 203 19.9 3,944,808 19.8

Public and other 2,775,832 14.3 2,969,817 15.2 1,922,690 9.9 2,007,800 9.9 1,724,713 8.9 1,764,342 8.9

Total 19,358,005 100.0 19,551, 990 100.0 19,370,705 100.0 20,320,297 100.0 19,377,905 100.0 19,919,456 100.0

* Non-voting director.

Single voting rights 18,836,354

Double voting rights 1,083,102

Total voting rights 19,919,456*

* Including 274,837 shares held in treasury that do not carry voting rights

Registration Document 2008 B-35

GENERAL INFORMATION ABOUT CLUB MÉDITERRANÉE SECURITIES

Club Méditerranée shares were originally listed on the Paris For several years, Club Méditerranée shares have been stock exchange in 1966 and are currently traded on the first selected as a support for covered warrants issued by various market of Euronext. banks. To inform shareholders, financial analysts, brokers, portfolio managers and private investors of developments Club Méditerranée is one of the 120 securities included in the affecting the Group, press releases are distributed to the main SBF 120 index. Its weighting in the index was at 0.021% at 31 press agencies and published in a number of newspapers, as December 2008. Club Méditerranée shares are eligible for well as on the Company’s website. Euronext’s deferred settlement service. Prices and trading volumes for Club Méditerranée common Common shares are traded under ISIN code FR 0000 121568. stock and OCEANE convertible/exchangeable bonds are Between the beginning of each fiscal year and the ex- presented below. dividend date, new shares issued ex-dividend are traded on the cash settlement market.

DIVIDENDS

Years Number of ended 31 Dividend for the year Share price shares October

Net Tax credit Total High low 31.10

2006 19,358,005 - - - 48.39 35.90 42.21

2007 19,370,705 - - - 56.11 39.75 46.35

2008 19,377,905 - - - 43.97 11.10 15.60

TRADING PERFORMANCE OF CLUB MÉDITERRANÉE SECURITIES

Monthly share price* Common stock Monthly average daily trading volume

(ISIN: FR 0000 121568) (in €) (number of shares traded and thousands of euros)

Capital (thousands of High (1) Low (2) Average (3) No. of shares euros)

January 2008 43.97 25.26 33.863 94,127 3,187 February 2008 33.49 30.55 32.011 46,246 1,480 March 2008 34.48 30.15 32.788 67,975 2,229 April 2008 35.17 32.52 33.856 24,759 838 May 2008 37.70 32.72 34.353 33,690 1,157 June 2008 37.35 28.01 32.417 47,332 1,534 July 2008 31.32 24.94 28.223 33,425 943 August 2008 30.99 26.69 29.249 23,494 687 September 2008 31.24 23.48 27.504 52,247 1,437 October 2008 24.80 12.15 17.916 68,211 1,222 November 2008 18.28 12.90 15.364 30,738 472 December 2008 14.50 11.10 12.623 40,075 506

(1) Highest intraday price during the period. Source: Euronext (2) Lowest intraday price during the period. (3) Arithmetic average of closing prices.

B-36 Registration Document 2008

3% OCEANE Monthly average daily trading convertible/exchangeable Monthly price (euros) volume bonds (face value €58) (ISIN: FR 0000 180184) (number of shares traded and thousands of euros) High (1) Low (2) Average (3) No. of bonds Capital

October 2007 67.30 66.56 66.84 99 7 November 2007 67.99 63.50 66.19 339 22 December 2007 68.00 65.00 65.97 143 9 January 2008 66.80 61.00 65.18 234 15 February 2008 65.85 65.20 65.50 154 10 March 2008 68.50 65.92 66.38 188 12 April 2008 66.90 66.05 66.39 211 14 May 2008 67.31 66.75 67.02 85 6 June 2008 67.50 67.01 67.31 327 22 July 2008 67.31 61.85 66.01 284 18 August 2008 68.60 67.01 67.80 239 16 September 2008 67.84 67.50 67.78 255 17 October 2008 67.80 67.40 67.52 183 12

4.375% OCEANE convertible/exchangeable Monthly price Monthly average volume bonds (face value €48.50) (in €) (ISIN: FR 00 10130732) (number of shares traded and thousands of euros) High (1) Low (2) Average (3) No. of bonds Capital

October 2007 55.00 47.92 53.33 116 6 November 2007 51.95 46.41 50.61 508 26 December 2007 51.75 48.50 49.58 1,142 56 January 2008 51.50 46.00 48.42 270 13 February 2008 47.00 46.00 46.60 356 17 March 2008 47.50 44.51 46.76 135 6 April 2008 47.00 44.10 45.52 119 5 May 2008 49.75 46.11 48.11 103 5 June 2008 50.12 44.51 47.82 140 7 July 2008 48.80 45.10 46.06 238 11 August 2008 47.00 42.00 45.31 106 5 September 2008 47.50 38.05 44.75 203 9 October 2008 42.50 32.00 37.68 690 26 November 2008 38.50 34.60 37.16 703 26 December 2008 40.90 35.50 38.12 934 36

(1) Highest intraday price during the period. Source: Euronext (2) Lowest intraday price during the period. (3) Arithmetic average of closing prices

Registration Document 2008 B-37

CORPORATE GOVERNANCE

The variable compensation due for fiscal 2007 was paid in January 2008. The Company complies with the principles of corporate governance applicable in France. The variable compensation due for fiscal 2008 was paid in January 2009. At its meeting of 10 December 2008, the Board of Directors decided that the Company would adhere to the AFEP- Henri Giscard d’Estaing’s variable compensation due for MEDEF corporate governance code supplemented by the fiscal 2007 and paid in January 2008 in his capacity as recommendations of 6 October 2008 on the compensation of Chairman and Chief Executive Officer was based partly on corporate officers of listed companies. the Company’s earnings and partly on the attainment of individual objectives. These performance criteria respectively COMPENSATION represented 70% and 30% of his target bonus.

The compensation paid to executive officers is made up of a The same criteria applied to the variable compensation of fixed and variable portion. The rules used to calculate the Michel Wolfovski in his capacity as Executive Vice President variable portion are set by the Board of Directors each year (non-director), and respectively represented 60% and 40% of on the basis of recommendations issued by the Nominations the target bonus. and Compensation Committee. The amount of the bonus paid in January 2008 for fiscal 2007 Gross compensation in euros to François Salamon, former Executive Vice President, who Henri Giscard Fiscal 2007 Fiscal 2008 resigned on 27 September 2007, was €100,000 d’Estaing compensation compensation (Chairman and Benefits in-kind correspond to a company car and fringe Chief Executive Due Paid Due Paid benefits associated with stays at Club Méditerranée Villages. Officer) No loans or guarantees have been granted by the Company Fixed to its executive officers. 640,020 640,020 640,020 640,020 compensation The Company’s executive officers are covered by Variable supplementary defined-contribution pension plans. The 354,000 354,000 503,000 354,000 compensation contributions paid under these plans represent 8% of the officers’ gross compensation. Director’s fees 25,315 25,315 30,352 30,352 On 10 December 2008, the Board of Directors of the Benefits in-kind 23,909 23,909 37,502 37,502 Company decided, in compliance with Article L. 225-42-1 of Total 1,043,244 1,043,244 1,210,874 1,061,874 the Commercial Code, as amended by Act 2007-1223 of 21 August 2007, on the compensation due in the event of Target variable 544,017 640,020 termination of the President and Chief Executive Officer, compensation Henri Giscard d’Estaing, and of the Executive Vice president, Gross compensation in euros Michel Wolfovski, and on the performance targets to be Michel Wolfovski Fiscal 2007 Fiscal 2008 verified by the Board of Directors in order to decide on the Executive Vice- compensation compensation payment of such compensation. President Due Paid Due Paid The payment corresponding to two years of gross Fixed compensation 352,430 352,430 366,900 366,900 compensation will be made in the event of cessation (i) of service (except in case of due to serious or gross misconduct). Variable 167,000 132,640 196,000 167,000 It shall be subject to attainment of performance criteria. compensation One-time(1) (i) This provision shall not be applicable to a cessation of - - 150,000 - compensation service at the initiative of the Chairman and CEO and/or Executive Vice-President. Benefits in-kind 12,721 12,721 17,797 17,797 The performance criteria to which this compensation is Total 532,151 497 791 730,697 551,697 subject correspond to an average percentage of the annual Target variable bonus actually paid ("Bonus") over the target bonus used to 213,630 222,030 compensation calculate the bonus paid. The average percentage is (1) Mr. Wolfovski received one-time compensation for his lead calculated for a reference period identical to that of their term role in negotiating and executing the disposals of Jet tours of service, i.e., 3 years. and Club Med Gym.

B-38 Registration Document 2008

The performance criteria are assessed and applied as follows: - 100% of the compensation is paid if the average percentage of the Bonuses over the target bonuses - No compensation is paid if the average percentage of observed in the reference period reaches 70%. the Bonuses over the target bonuses observed in the reference period is less than 40%. - Compensation will be progressively increased on a linear basis between these two limits. - 50% of the compensation is paid if the average percentage of the Bonuses over the target bonuses In the event that the severance payment(s) are paid to observed in the reference period reaches 40%. company officers, the benefit of the stock options shall be maintained after departure from the Company.

Compensation or benefits Compensation for a Supplemental Pension due or which may be due Employment Contract non-compete Plan in case of termination or Corporate Officer clause change of duties

Yes No Yes No Yes No Yes No

Henri Giscard d'Estaing X X X Chairman & CEO (pgs 38 and (Employment (pg 38 of this 39 of this X Start of term: Contract registration registration 11.03.2008 suspended) document) document) End of term: March 2011

INFORMATION CONCERNING NON OFFICER EMPLOYEES:

Subscription or share purchase options granted to the top Total number of options Weighted employees who are not beneficiary company officers and allocated/shares subscribed average Plan options exercised by the latter or purchased price (€)

Options granted during the period by the issuer and any company within the option allocation group to the ten employees of he issuer 74,000 32.38 M and of any company included in the group whose number of options granted in this way is the highest

Options held in the issuer and the aforementioned companies exercised during the period by the 9 employees of the issuer and 7,200 31.03 I these companies, whose number of options thus purchased or subscribed is the highest

Information relating to stock option and bonus share plans outstanding at 31 October 2008 is provided in note 14.1 to the consolidated financial statements.

OTHER BENEFITS AND COMMITMENTS

During fiscal 2008, stock options were granted to executive officers under Plan M. Name and date of Type of Valuation of Exercise Name Number Exercise period plan option options* price Plan M expire on 10 March Henri Giscard stock options €355,600 35,000 €32.38 d’Estaing (11 March 2008) 2016 Plan M expire on 10 March stock options €152,400 15,000 €32.38 Michel Wolfovski (11 March 2008) 2016

* Options valued at €10.16 per share according to the IFRS 2 method used for the consolidated statements, before allocation of the charge.

There was no bonus share plan during the year.

Registration Document 2008 B-39

Executive officers are required by law to retain a certain proportion of their subscription and stock options for as long as they remain in office. The proportion corresponds to the equivalent of 30% of the capital gain on the sale of the stock options or on the definitive acquisition of the bonus shares. This provision is applicable starting with plans granted as of 2007.

At 31 October 2008, the Company’s executive officers held the following stock options:

OUTSTANDING STOCK OPTIONS GRANTED IN PRIOR YEARS

Plan G Plan G3 Plan H Plan I Plan J Plan K Plan L Plan M Initial exercise date 07/02/05 06/02/05 01/03/06 15/01/07 11/01/08 14/03/09 08/03/10 11/03/11 Exercise price (euros) 111.11 92.78 35 31.03 35 42.67 43.07 32.38 Henri Giscard d’Estaing 25,000 121,500 33,000 40,000 30,000 31,500 35,000 Michel Wolfovski 5,000 5,000 7,500 10,000 25,000 20,000 16,000 15,000

OUTSTANDING BONUS SHARES (SUBJECT TO PERFORMANCE CRITERIA) GRANTED IN PRIOR YEARS Plan L

8/03/10 + Lock-up until Start of acquisition period 07/03/12 Henri Giscard d’Estaing 3,600 Michel Wolfovski 1,850

No options were exercised during the course of the year.

SUMMARY OF COMPENSATION, OPTIONS AND SHARES ALLOCATED TO EACH EXECUTIVE OFFICER

Gross compensation in euros

Henri Giscard d’Estaing (Chairman and Chief Fiscal 2007 Fiscal 2008 Executive Officer) compensation compensation

Remuneration due 1,043,244 1,210,874 (1) Valuation of options allocated 357,840 355,600 Valuation of bonus shares allocated (1) (2) 85,712 0 Total 1,486,796 1,566,474

Gross compensation in euros

Fiscal 2007 Fiscal 2008 Michel Wolfovski Executive Vice-President compensation compensation

Remuneration due 532,151 730,697 Valuation of options allocated (1) 181,760 152,400 Valuation of bonus shares allocated (1) (2) 44,046 0 Total 757,957 883,097

(1) Stock options and bonus shares are valued under the IFRS 2 method used for the consolidated accounts, before allocation of the charge.

(2) These bonus shares are subject to performance criteria related to the Club Méditerranée share price as compared to the SBF 120.

B-40 Registration Document 2008

COMPENSATION PAID TO MEMBERS OF THE MANAGEMENT COMMITTEE Directors’ fees paid in the period Directors Total gross compensation paid to the members of the 2007 2008 Management Committee (including executive officers) in fiscal Ph. Adam 21,858 27,737 2008 amounted to €3,787,000 (€4,106,000 in fiscal 2007). M. Bakkoury 7,625 18,597 The members of the Management Committee (excluding S. Al Sulaiman 19,317 18,573 executive officers) are covered by supplementary defined- E. Bertier* 15,250 contribution pension plans. The contributions paid under these Y. Caillière* 10,167 plans represent 6.29% of their gross compensation. D. Dautresme 21,147 39,066 T. de La Tour d'Artaise 25,417 30,424 J.M. Espalioux* 5,083 DIRECTORS’ FEES H. Giscard d'Estaing 25,315 30,352 The Shareholders’ Meeting of 11 March 2008 set the P. Jeanbart 28,975 23,380 aggregate amount of Director’s fees payable to members of A. Langlois-Meurinne 1,525 16,506 the Board of Directors (including non-voting directors) at P. Lebard 29,382 34,703 €305,000 for fiscal 2008, unchanged from the previous fiscal T. Miyagawa year. 17,792 30,352 V. Morali* 21,858 4,880 Based on the recommendations of the Nominations and G. Pelisson* 10,167 Compensation Committee, on 10 December 2007 the Board of Directors decided to allocate these fees based on members’ S. Ragozin* 5,083 actual attendance at meetings held by the Board of Directors J. Stern* 2,440 and Board Committees during fiscal 2007. P. Todorov* 20,333

The total amount of €305,000, which was paid in January K. Ujihara* 5,083 2008, was allocated as follows: €244,000 for Board of A.C. Taittinger 11,183 30,424 Directors’ meetings and €61,000 for meetings of the Board Total 305,000 305,000 Committees. * Directors who have resigned For the year 2009, based on the recommendation of the Nominations and Compensation Committee of 10 December 2008, the Board of Directors also decided to amend the rules for allocation of attendance fees with a fixed portion for each Board or Committee. The fixed portion will be 35% and the variable portion will be 65%. The total budget will be divided equally for each Board or Committee.

Total Directors’ fees paid to each of the members of the Board of Directors in fiscal 2007 and 2008 were as follows:

Registration Document 2008 B-41

the Monetary and Financial Code and Articles 222-14 and THE BOARD OF DIRECTORS 222-15 of the AMF’s General Regulations.

GENERAL INFORMATION QUALIFICATION OF INDEPENDANCE OF THE MEMBERS OF THE BOARD OF DIRECTORS WITH In accordance with Article L.225-35 of the Commercial Code, RESPECT TO THE PRINCIPLES RESULTANTING the Board of Directors determines the Company’s strategy FROM THE CODE OF CORPORATE GOVERNANCE and oversees its implementation. Except for the powers OF COMPANIES LISTED AFEP / MEDEF OF directly vested in the Shareholders’ Meetings, the Board OCTOBER 2003 considers all matters concerning the efficient management of the Company and makes all related decisions within the limits Directors reviewed the assessment of the independence of set by the Company’s corporate purpose. Board members, based on the criteria set out in the AFEP/MEDEF report on corporate governance. According to The Board of Directors comprises a minimum of three and a these criteria, directors in the following situations are not maximum of eighteen members, elected by shareholders in independent: directors who represent a shareholder that owns an Ordinary Shareholders’ Meeting. At the filing date of this more than 10% of the Company’s capital, directors with close report the Board comprised nine voting directors and one family ties with a corporate officer of the Company, directors non-voting director. No directors are elected by the with an employment contract, directors with a seat on the Company’s employees. Board of another company of which the Company is also a In application of Article 14 of the Company’s bylaws, each director, directors who have been director of the Company for member of the Board must own at least 50 Club more than a certain period of time, directors who have been Méditerranée shares. an auditor of the Company in any of the five preceding years, and directors who have material business interests with the French law provides that a company’s management may be Company. placed under the responsibility of either the Chairman of the Board of Directors or another individual appointed by the Based on these criteria, seven of the nine current Board Board as Chief Executive Officer. members can be deemed independent, corresponding to more than the 50% minimum recommended in the AFEP/MEDEF At the meeting of 11 March 2008, the Board of Directors report. renewed Henri Giscard d’Estaing in his position as Chairman and Chief Executive Officer for the duration of his term as CHANGES OCCURRING IN THE BOARD OF director, that is until the Shareholders’ Meeting called to DIRECTORS SINCE THE LAST SHAREHOLDERS’ deliberate on the financial statements for the period ended 31 MEETING OF CLUB MEDITERRANEE OF 11 October 2010. MARCH 2008 The Board of Directors also renewed David Dautresme in his At its 10 December 2008 meeting, the Board of Directors position of Vice-Chairman of the Board of Directors and Michel noted the resignation of Philippe Adam on 3 November 2008 Wolfovski in his position of Executive Vice-President. from his position as a director. The Board met six times in fiscal 2008, with an average attendance rate of 80%. Nine out of ten members attended the 11 December 2007 meeting, nine out of ten members were present on 11 March 2008, and ten, eight, seven and six of the total ten members attended the meetings held on 6 June, 12 June, 30 June and 29 October 2008 respectively.

The structure and operations of the Board of Directors are governed by internal rules which establish the terms of reference and powers of the Board, define the operating rules for the Board Committees and set out the confidentiality principle applicable to information obtained by members in their capacity as directors, as well as the duty of directors to comply with the fundamental principles of independence, ethical conduct and integrity. The internal rules require each director to disclose to the Board any actual or potential conflict of interest in which he or she may be directly or indirectly involved, and in such a case to abstain from taking part in any discussion and/or vote on the matters in question.

They also set out the regulations applicable to trading in the Company’s securities, in compliance with Article L.621-18-2 of

B-42 Registration Document 2008

Chairman of the Board of: COMPOSITION OF THE BOARD OF DIRECTORS Club Med Services Singapore Pte Ltd (Singapour) At 31 October 2008, the Board of Directors comprised ten Director of: directors – seven of whom are independent – and one non- voting director. It is made up of individuals with Holiday Hôtels AG (Switzerland) complementary skills and backgrounds. Carthago (Tunisia)

LIST OF THE MEMBERS OF THE BOARD OF OTHER POSITIONS OUTSIDE THE GROUP DIRECTORS WITH INDICATION OF THEIR Director of: POSITIONS IN OTHER COMPANIES: Casino, Guichard-Perrachon HENRI GISCARD D’ESTAING Member of the Supervisory Board of: Chairman and Chief Executive Officer Vedior (Netherlands) Born on 17 October 1956 French Professional address: Club Méditerranée, 11 Rue de Cambrai OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS 75019 Paris (OTHER THAN THE POSITIONS SHOWN ABOVE) Appointed on 16 March 2005 Chairman of the Executive Board of: Club Méditerranée Last renewal: 11 March 2008 Chairman of: Term end: Shareholders’ Meeting to be called to approve the accounts for the year ended 31 October 2010 Hôteltour First term of office within the Company: 17 July 1997 Club Med Marine Independent director: no CM U.K. Ltd (United Kingdom) Number of Company shares held: 50 Vice-Chairman of: Nouvelle Société Victoria (Switzerland)

Permanent representative of Club Méditerranée SA, on Biography: Henri Giscard d’Estaing graduated from Institut the Board of Directors of: Hôteltour d’Etudes Politiques de Paris and has a Master’s degree in economics. He began his career with Cofremca where he Director of: SECAG Caribbean served as an Associate Director between 1982 and 1987, specializing in researching changes in food consumption DAVID DAUTRESME patterns and their marketing and strategic impacts. Vice-Chairman of the Board of Directors In 1987 he entered the Danone Group and was successively Born on 5 January 1934 Head of Development, Chief Executive Officer of the British French subsidiary HP Food Lea and Perrins, Chief Executive Officer of Evian-Badoit and Head of the Mineral Water division. Professional address: Lazard Frères & Compagnie - 121, Boulevard Haussmann - 75008 PARIS Henri Giscard d’Estaing joined Club Méditerranée in 1997, Appointed on 16 March 2005 holding the positions of Chief Operating Officer in charge of Finance, Development and International Relations (1997- Last renewal: 11 March 2008 2001), Chief Executive Officer (2001-2002), and Chairman of Term end: Shareholders’ Meeting to be called to approve the the Executive Board (2002-2005) before being appointed accounts for the year ended 31 October 2010 Chairman and Chief Executive Officer. First term of office within the Company: 23 April 1997

Number of Company shares held: 1,591 OTHER POSITIONS WITHIN THE GROUP Independent director: yes

Chairman of the Board of Directors of:

Club Med World Holding Biography: A graduate of ENA, David Dautresme held the Jet tours (until 4 August 2008) post of Officer in charge of Algerian Affairs between 1958 and 1960. He was subsequently an auditor at and then honorary Chairman and Founding Director of: advisor to the Cour des Comptes (French National Audit Fondation d’entreprise Club Méditerranée Office), following which he served as a Policy Officer at the French Ministry of the Economy and Finance. In 1966 he was Senior Executive of: appointed Comptroller at Caisse des Dépôts et Consignations Club Med Management Asia Ltd. (Hong Kong) before joining Crédit Lyonnais in 1968 as Deputy Director,

Registration Document 2008 B-43

where he subsequently became Chief Operating Officer. He PHILIPPE ADAM (**) served as Chairman and Chief Executive Officer of Crédit du Director Nord between 1982 and 1986 before entering Banque Lazard Born on 1 May 1957 Frères et Cie where he was Managing Partner until 2000 and appointed Senior Advisor in 2001. Since 2006 he has also French been a Senior Advisor to Barclays Capital France. Professional address: ACCOR - Immeuble ORSAY - 100, Avenue de France - 75210 PARIS Cedex 13 Primary position held outside the Company: Appointed on 16 March 2005 Senior Advisor - Lazard Frères Last renewal: 11 March 2008 Senior Advisor - Barclays Capital France Term end: Shareholders’ Meeting to be called to approve the accounts for the year ended 31 October 2010

Number of Company shares held: 50 OTHER POSITIONS OUTSIDE THE GROUP Independent director: no

Sole Manager of: DD Finance (France)

Director of: Fimalac (France) Biography: Philippe Adam is a graduate of Institut d’Etudes

Politiques de Strasbourg and also holds an MBA. He began OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS his career in 1984 as a financial analyst before joining Accor in (OTHER THAN THE POSITIONS SHOWN ABOVE) 1986. In 1993 he entered the Compass Group, the worldwide leader in contract catering. In charge of Strategy and Hotel Executive Deputy Chairman of: Crédit Agricole – Lazard Development with the Accor Group from 2006 to 2008, since Financial Products Bank September 2008, his duties cover a new entity that includes: Vice-Chairman and Director of: Fonds – Partenaires Gestion Innovation and Design, Technical Direction of Hotels, and for (F.P.G.) the entire Group, Direction of Purchasing and Sustainable development. Non-voting Director of:

- Eurazeo Primary position held outside the Company: - Groupe Go Sport General Director Innovation, Design and Construction, - Lazard Frères Banque Purchasing and Sustainable Development – Accor Group Chairman of:

- Parande Développement SAS OTHER POSITIONS OUTSIDE THE GROUP Member of the Supervisory Board of: Chairman and Chief Executive Officer of: - AXA Devimco - Club Méditerranée Director of: - Casino - NLD (Adagio) Managing Partner of: - Member of the Supervisory Board of: RISMA

- Lazard Frères OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS - Maison Lazard (OTHER THAN THE POSITIONS SHOWN ABOVE) - Partena Managing Director of: Director of: Carlson Wagon Lit Travel (ended 8 August 2006) - Société Immobilière Marseillaise

- Axa Investment Managers (**) Mr. Adam resigned from his duties as a director and - Lazard Frères Banque member of the Audit Committee and Strategy Committee on 3 November 2008. - Crédit Agricole Lazard Financial-Products Ltd

- Rue Impériale

Permanent representative of:

- Lazard SA on the Board of Directors of Compagnie de Crédit

B-44 Registration Document 2008

MUSTAPHA BAKKOURY SAUD AL SULAIMAN Director Director Born on 20 December 1964 Born on 8 December 1961 Moroccan Saudi-Arabian Professional address: Caisse de Dépôt et de Gestion - Place Professional address: C/O: Rolaco Trading and Contracting Moulay Al Hassan - B.P. 408 - RABAT - MAROC Madina Road, Al Sulaiman Villa - P.O. Box: 222 - Jeddah- Appointed on 28 September 2006 21411 - SAUDI ARABIA Last renewal: 11 March 2008 Appointed on 16 March 2005 Term end: Shareholders’ Meeting to be called to approve the Last renewal: 11 March 2008 accounts for the year ended 31 October 2010 Term end: Shareholders’ Meeting to be called to approve the First term of office within the Company: 28 September 2006 accounts for the year ended 31 October 2010 Number of Company shares held: 250 First term of office within the Company: 12 December 2003 Independent director: no Number of Company shares held: 50

Independent director: yes Biography: Mustapha Bakkoury graduated from Ecole Nationale des Ponts et Chaussées de Paris and also holds a Biography: Saud Al Sulaiman graduated in Finance from the degree in Banking and Finance. He spent some ten years University of New York in the United States. Since he began working in the banking industry, including with BNP Paribas in his career he has held several management positions within France and BMCI in Morocco, and in August 2001 was the Rolaco Trading & Contracting Group, which is partly appointed Chief Executive Officer of Caisse de Dépôt et de owned by the Al Sulaiman family. He has contributed to Gestion du Maroc in Morocco. Mustapha Bakkoury is also driving the group’s expansion in a number of areas including Vice Chancellor of Al Akhawayn University, a member of the manufacturing, finance, real estate development and tourism. Mohammed VI Foundation (which promotes the teaching profession and performs charity work) and Co-Chairman of Primary position held outside the Company: Groupe d’Impulsion Economique France Maroc, aimed at Partner and Managing Director of Rolaco Trading and its furthering economic relations between France and Morocco. subsidiaries (Jeddah, Saudi Arabia)

Primary position held outside the Company:

OTHER POSITIONS OUTSIDE THE GROUP Chief Executive Officer of Caisse de Dépôt et de Gestion du Member of the Board of Directors of: Maroc

- Arabian Cement Company (Saudi Arabia)

- Saudi Arabian Refineries Company (Arabie Saoudite) OTHER POSITIONS OUTSIDE THE GROUP

- Capital Finance Company SAL. (Lebanon) Chairman of the Board of Directors of:

- Rolaco Holding SA (Luxembourg) - Fipar Holding (Morocco)

- Hadhan Holding SA (Luxembourg) - CDG Capital (Morocco)

- Oryx Finance Ltd. (Grand Cayman) - Société Immobilière de la Mer (Morocco)

- Semiramis Intercontinental Hotel (Egypt) - Société d’Aménagement Ryad (Morocco)

- Sharjah National Lube Oil Company (United Arab Emirates ) - Massira Capital Management (Morocco)

- This Works (UK) - CDG Développement (Morocco)

- Muzun International Aviation Fund (Bahamas) Chairman of the Supervisory Board:

- Crédit Immobilier et Hôtelier (Morocco)

OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS - Compagnie Générale Immobilière (OTHER THAN THE POSITIONS SHOWN ABOVE) - MEDZ

Member of the Supervisory Board of: Member of the Supervisory Board of:

Club Méditerranée (France) - TMSA (Special Agency Tanger Med)

Registration Document 2008 B-45

- Banque Marocaine pour le Commerce et l’Industrie (Morocco) OTHER POSITIONS OUTSIDE THE GROUP Director of: Chairman of: - Méditélécom (Morocco) - SEB SA (France) - SEB Internationale (France) - Ciments du Maroc Permanent representative of: - Air Liquide (Morocco) Sofinaction on the Board of Directors of Lyonnaise de Banque - Fonds d’Equipement Communal (Morocco) (France)

- Poste Maroc Director of:

- Compagnie d’Assurance Atlanta - Plastic Omnium (France)

- Crédit Eqdom - Legrand (France)

- Médi 1 Sat (Morocco) - Zhejiang SUPOR (China)

OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS THIERRY DE LA TOUR D’ARTAISE (OTHER THAN THE POSITIONS SHOWN ABOVE) Director Chairman of: Born on 27 October 1954 French - Groupe SEB Moulinex (France) Professional address: GROUPE SEB - Chemin du Petit Bois - Chairman of the Supervisory Board: Les 4 M - B.P. 172 - 69134 ECULLY Cedex - France - Rowenta Werke (Germany) Appointed on 16 March 2005 Last renewal: 11 March 2008 Member of the Supervisory Board of: Term end: Shareholders’ Meeting to be called to approve the - Groupe SEB Deutschland (Germany) accounts for the year ended 31 October 2010 - Rowenta Invest BV (Netherlands) Number of Company shares held: 100 Independent director: yes Permanent representative of:

- SEB Internationale chez Groupe SEB UK (United Kingdom)

Biography: A graduate of Ecole Supérieure de Commerce de - SEB Internationale chez Groupe SEB Iberica (Spain) Paris, Thierry Delaunoy de La Tour d’Artaise served as head - SEB Internationale chez Rowenta France of internal audit with the Chargeurs Group from 1983 to 1984, before joining Croisères Paquet where he held the post of - SEB Internationale chez Calor France Chief Financial Officer from 1984 to 1986 and subsequently - SEB Internationale chez Tefal France Chief Executive Officer from 1986 to 1993. He joined Groupe SEB in 1994 as Chief Executive Officer of Calor SA, of which Director of: he became Chairman and Chief Executive Officer in 1996. He - T-Fal Corp (USA) was appointed Chairman of the Home Appliances Division of Groupe SEB in 1998, Senior Vice-President, Chief Executive - T-Fal de Mexico (Mexico) Officer in 1999 and Chairman and Chief Executive Officer in - Rowenta Inc (USA) 2000. - Groupe Seb Colombia (Colombia)

- Seb Benrubi (Greece) Primary position held outside the Company: Chairman of the Board and Chief Executive Officer of Groupe SEB - Groupe Seb Japan (Japan)

- Groupe Seb Mexicana (Mexico) - Tefal UK (United Kingdom)

Manager of:

- Rowenta Deustchland GmbH (Germany)

- Krups GmbH (Germany)

B-46 Registration Document 2008

PAUL JEANBART OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS Director (OTHER THAN THE POSITIONS SHOWN ABOVE) Born on 23 August 1939 Director of: Canadian - Orfèverie Christofle SA Professional address: ROLACO GROUPE SERVICES SA - 28, Boulevard du Pont d'Arve - 1205 GENEVA - SWITZERLAND Member of the Supervisory Board of: Appointed on 16 March 2005 - Club Méditerranée Last renewal: 11 March 2008

Term end: Shareholders’ Meeting to be called to approve the accounts for the year ended 31 October 2010 AIMERY LANGLOIS-MEURINNE First term of office within the Company: 23 April 1997 Director Number of Company shares held: 50 Born on 27 May 1943 Independent director: yes French

Professional address: Pargesa Holding SA - 11, Grand-Rue - Biography: After graduating in civil engineering from the CH 1204 GENEVA - SWITZERLAND University of Alep in Syria, Paul Jeanbart co-founded the Appointed on 28 September 2006 Rolaco Trading & Contracting Group (1964-1982), which Last renewal: 11 March 2008 started out as a construction firm and also specialized in Term end: Shareholders’ Meeting to be called to approve the trading construction materials, vehicles and road and maritime accounts for the year ended 31 October 2010 freight equipment. Until 1982 Mr. Jeanbart moved to Geneva First term of office within the Company: to manage the investments of the Luxembourg-based company Rolaco Holding SA Group in various sectors, 28 September 2006 including tourism, hotel services, finance, insurance and the Number of Company shares held: 1,000 maritime industry (covering both ship owners and operators). Independent director: yes

Primary position held outside the Company: Biography: Aimery Langlois-Meurinne graduated from Managing Director of Rolaco Holding SA (Luxembourg) Sciences Po in Paris in 1965, earned a doctorate in law in 1966 and graduated from France’s Ecole Nationale d’Administration in 1970. He joined the Paribas Group in 1971 OTHER POSITIONS OUTSIDE THE GROUP where he worked for 12 years before being appointed Managing Director of G. Becker Paribas (New York) and Chairman and Chief Executive Officer of: subsequently Merrill Lynch Capital Markets (New York). - Oryx Finance Limited, Grand Cayman Between 1987 and 1998, he served as Chief Executive Officer and then Senior Vice-President, Chief Executive Officer of - Hôtels Intercontinental Genève SA Parfinance Paris. In 1998, he was appointed Chairman of the Managing Director of: Supervisory Board of Imerys and has been the Chairman of that company’s Board of Directors since 2005. He has also - All subsidiaries of Rolaco Holding SA, Luxembourg been Managing Director of Pargesa Holding in Geneva since Director of: 1990.

- Sodexho Alliance SA

- Luxury Brand Development SA Primary position held outside the Company:

- Semiramis Hôtel Co, Egypt Chief Executive Officer and Member of the Board of Pargesa SA (Geneva)

OTHER POSITIONS OUTSIDE THE GROUP

Director of:

- Groupe Bruxelles Lambert SA (Belgium)

Director and Chairman of:

- Pargesa Luxembourg SA (Luxembourg)

Registration Document 2008 B-47

- Pargesa Netherlands BV (Pays-Bas) Chairman of the Supervisory Board:

- Imerys (France) - Antalis SAS

Director of:

OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS - LISI (Paris) (OTHER THAN THE POSITIONS SHOWN ABOVE) - SGS (Geneva) Director of: - Greysac (ex-Domaines Codem) - Eiffage (France) - Safic Alcan - PAI Management (France) Liquidator of: - Pascal Investment Advisers SA (Switzerland) - Financière Worms SA (Geneva) - Corporation Financière Power (Canada)

- Axis Capital Management (United Kingdom) OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS (OTHER THAN THE POSITIONS SHOWN ABOVE)

Chairman of the Supervisory Board: PASCAL LEBARD Director - Club Méditerranée Born on 15 May 1962 - MICEL (Saint-Chamond)

French Chief Executive Officer of: Professional address: 19, Avenue Montaigne - 75008 PARIS - Exor SA (Paris) Appointed on 16 March 2005 Chairman and Chief Executive Officer: Last renewal: 11 March 2008 Term end: Shareholders’ Meeting to be called to approve the - Domaines Codem (Begadan) accounts for the year ended 31 October 2010 Director of: First term of office within the Company: 23 April 1997 - Domaines Codem (Begadan) Number of Company shares held: 54 Independent director: yes - Européenne de Financement (Paris)

- Soficol (Paris)

Biography: After graduating from EDHEC, Pascal Lebard - Exint. (Paris) became a Chargé d’Affaires at Crédit Commercial de France Member of the Executive Board of: in 1986. He held the position of Associate Director at 3i SA from 1989 until 1991, before becoming a Director at Ifint, the - Worms & Cie (Paris) predecessor of the Exor Group, which is part of the Agnelli Group. In 2003 he joined Worms & Cie (which was renamed Sequana Capital in 2005) as a member of the Supervisory ANNE-CLAIRE TAITTINGER Board (2003-2004), subsequently becoming a member of the Director Management Board (2004-2005) and then Chief Operating Officer (2005-2007). Born on 3 November 1959 French

Appointed on 14 March 2006 Primary position held outside the Company: Last renewal: 11 March 2008 - Chief Executive Officer of Sequana Capital Term end: Shareholders’ Meeting to be called to approve the accounts for the year ended 31 October 2010

First term of office within the Company: 12 June 2003 OTHER POSITIONS OUTSIDE THE GROUP Number of Company shares held: 400 Chairman of: Independent director: yes

- Boccafin (formerly Permal Group SAS)

- ArjoWiggins SAS Biography: Anne-Claire Taittinger is a graduate of Institut d’Études Politiques de Paris. She also holds ordinary and

B-48 Registration Document 2008

advanced degrees in urban planning as well as an executive Director of: MBA from HEC-CPA. She spent four years working in the - DIXIA regional urban development subsidiaries of Caisse des Dépôts et Consignations (1976-1979), before occupying Chairman of: various managerial and CEO positions within holding - SAS du Riffray II companies for Groupe du Louvre and Groupe Taittinger until 2006. TETSUYA MIYAGAWA Non-voting member Primary position held outside the Company: WEFCOS- Born on 6 April 1955 WOMEN’S FORUM - Senior Advisor Japanese Professional address: Nippon Life Insurance Company - London Representative Office 20 Little Britain - London EC1A OTHER POSITIONS OUTSIDE THE GROUP 7DH

Director of: Appointed on 14 March 2006

- Carrefour

- Planet Finance Biography: After graduating in economics from the University of Tokyo in Japan, Tetsuya Miyagawa joined Nippon Life - Financité Insurance Company in 1978. He was appointed General - Tocqueville Finance et Tocqueville Finance Holding Manager in charge of the International Investment Department in 2001 and has been Nippon Life’s chief representative in - Etablissement Public du Musée d'Orsay London since 2005.

Chairman of:

- SAS Le Riffray II Primary position held outside the Company:

- SAS DFT Immobilier Chief Representative of Nippon Life Insurance Company at its Manager of: London office

- SARL Le Riffray I

OTHER POSITIONS OUTSIDE THE GROUP

OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS Director of: (OTHER THAN THE POSITIONS SHOWN ABOVE): - Nippon Life Insurance International PLC

Chairman of the Executive Board of: - Nippon Life Insurance Investments Europe Ltd.

- Groupe Taittinger - Nippon Life Insurance Company

Chief Executive Officer of: Member of the Supervisory Board of:

- Société du Louvre – Groupe du Louvre - Union PanAgora Asset Management GmbH

- Groupe du Louvre

Chairman of: OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS - Louvre Hôtels SAS (OTHER THAN THE POSITIONS SHOWN ABOVE)

President and Chief Executive Officer then Chairman then None Director of:

- Baccarat

Chairman & Director of:

- Baccarat Inc. (USA)

- Baccarat Pacific KK (Japan)

Permanent Representative of Groupe Taittinger in:

- Société Hôtelière Lutétia Concorde

- Taittinger CCVC

Registration Document 2008 B-49

Henry Giscard d’Estaing is assisted by an executive vice To the best of the company's knowledge, there is no family president: link between the company officers.

As far as the Company is aware, in the past five years none of

its corporate officers have been convicted of any fraudulent offences or have been associated with any bankruptcies, MICHEL WOLFOVSKI receiverships or liquidations. Executive Vice President In addition no official public incriminations and/or sanctions Non-director have been pronounced against any of the Company’s officers Born on 3 April 1957 by any statutory or regulatory authorities and they have never French been disqualified by a court from acting as a member of the Professional address: Club Méditerranée, 11 de Cambrai administrative, management or supervisory bodies of an 75019 Paris issuer or from acting in the management or conduct of the affairs of any issuer.

To the best of the Company’s knowledge, there are no OTHER POSITIONS WITHIN THE GROUP potential conflicts of interests between the duties of the Permanent representative of: Club Méditerranée SA for corporate officers to the Company and their private interests. Club Med World Holding (Paris) Finally, to the best of the Company’s knowledge, there are no Director of: Jet tours SA (until 4 August 2008) service agreements between the Company and its corporate officers other than those mentioned in the Auditor’s special

report on related party agreements OTHER POSITIONS OUTSIDE THE GROUP BOARD COMMITTEES Member of the Supervisory Board of: At its meeting on 16 March 2005, the Board of Directors set up - Adenclassifieds three specialized committees: - a Strategy Committee Member of the Executive Board of: - an Audit Committee - a Nominations and Compensation Committee - Euronext Paris

The composition, missions and activity of the Board OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS Committees during the 2008 fiscal period are described in the Member of the Executive Board of: Club Méditerranée SA Report of the Chairman of the Board of Directors on the (Paris) composition, the preparation and organization of the work of the Board of Directors and the internal control and risk Director of: Club Med Gym (Paris) management procedures established by the Company.

B-50 Registration Document 2008

CHAIRMAN’S REPORT ON THE COMPOSITION, PRACTICES AND PROCEDURES OF THE BOARD OF DIRECTORS AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

The terms and duties of the members of the Company’s Board of Directors are detailed in the General Information section of This report has been drawn up in accordance with paragraph this document. 6 of Article L.225-37 of the French Commercial Code, as amended by Act 2005-842 of 26 July 26 2005 and Act 2008- In compliance with its internal rules, the Board regularly 649 of 3 July 2008. Its purpose is to report to shareholders on checks that its members include the requisite number of the conditions underlying the preparation and organization of independent directors, based on current corporate governance the work of the Board of Directors (“the Board”) and the criteria. The Board assesses the independence its members internal control procedures set up by Club Méditerranée SA by applying the criteria set out in the AFEP/MEDEF reports on (“the Company”). corporate governance, and has defined the following situations as incompatible with the classification of This report was prepared by the Chairman with the assistance independent director: of the Group’s Internal Audit Department and presented to the Audit Committee at its meeting on 8 December 2008. It covers - serving as director of the Company for more than twelve all subsidiaries in which the Company owns a majority years; controlling interest within the scope of consolidation of the - being an employee or corporate officer of the Company, or Group (“the Group”). an employee or director of its parent or one of its consolidated The report also draws on the application guide for small and subsidiaries, or having been one during the previous five medium-sized companies contained in the internal control years; reference framework issued by the French securities regulator - being a corporate officer of a company in which the (AMF) on 9 January 2008. Company is a corporate director, either directly or indirectly, or in which an employee appointed in that role, or a corporate I. PRACTICES AND PROCEDURES officer of the Company (currently in office or having held such The Board’s practices and procedures are governed by office in the past five years), is a director; French law, the Company’s bylaws, and the internal rules of - being a customer, supplier, investment banker or commercial the Board and the Board Committees. banker (i) that is material for the Company or Group, or (ii) for which the Company or Group represents a significant portion 1. MEMBERSHIP, PRACTICES AND PROCEDURES of the business of the director concerned;

1.1.1. MEMBERS OF THE BOARD - having close family ties with a corporate officer;

Article 14 of the Company’s bylaws states that “The Company - having been an auditor of the Company within the previous shall be administered by a Board of Directors comprising five years; between three and eighteen members.” - representing, in whole or in part, a controlling interest in the At 31 October 2008, the Board was composed of ten voting Company. For directors holding in excess of 10% of the directors and one non-voting director: Company’s capital and/or voting rights, the classification as - Henri Giscard d'Estaing (Chairman) independent takes into account the Company’s ownership - David Dautresme (Vice-Chairman) structure and any potential conflict of interest. - Philippe Adam - Saud Al Sulaiman Based on these criteria, the following seven of the Company’s - Mustapha Bakkoury ten Board members are considered to be independent: Anne- - Paul Jeanbart Claire Taittinger, Saud Al Sulaiman, David Dautresme, Thierry - Aimery Langlois-Meurinne de la Tour d’Artaise, Paul Jeanbart, Aimery Langlois-Meurinne - Pascal Lebard - Anne-Claire Taittinger and Pascal Lebard. - Thierry de La Tour d’Artaise - Kiyoshi Miyagawa (non-voting director)

Philippe Adam resigned as director on 3 November 2008.

Registration Document 2008 B-51

1.1.2. BOARD PRACTICES AND PROCEDURES BOARD MEETINGS

INTERNAL RULES Average period of notice for calling Board meetings

At its meeting on 16 March 2005, the Board adopted a set of The provisional schedule of meetings of the Board and Board internal rules governing its organization, practices and Committees is sent to each director at the beginning of the procedures. These are based on French law, the Company’s fiscal year. The average period of notice for calling these bylaws and the recommendations set out in France’s AFEP- meetings is approximately one week. MEDEF Corporate Governance Code for listed companies Chairman published in October 2003. Board meetings are chaired by the Chairman of the Board or, The full text of the internal rules as amended at the Board in his or her absence, by the Vice-Chairman or by a director meeting of 14 March 2006 is available on the Group’s website designated as acting Chairman or by another director at www.clubmed.com. designated by the Board. All of the meetings in fiscal 2008 The internal rules stipulate that the Board should meet as were chaired by the Chairman of the Board. often as required in the Company’s interests. Directors’ right to information

They describe the terms of reference and powers of the Board, The Chairman of the Board is required to provide directors on define the practices and procedures of the Board Committees, a timely basis with any and all documents and information and impose a duty on directors to treat as strictly confidential they may need to fulfill their duties. all information obtained in their capacity as Board members, as well as the duty to comply with the fundamental principles During fiscal 2008 the Board met six times with an average of independence, ethical conduct and integrity. The internal attendance rate of 80%. Each meeting lasted an average of rules require each director to disclose to the Board any actual 1.5 hours. or potential conflict of interest in which he or she may be The Company’s Executive Vice-President attended all of the directly or indirectly involved, and in such a case to abstain Board meetings. from taking part in any discussion and/or vote on the matters in question. In addition, they set out the rules applicable to trading in the Company’s shares, as defined in Article L.621-18-2 of the 1.2. ROLE AND RESPONSIBILITIES OF THE French Monetary and Financial Code and Articles 222-14 and BOARD AND BOARD COMMITTEES 222-15 of the General Regulations issued by the AMF. 1.2.1. ROLE OF THE BOARD The internal rules provide for the remuneration of the Chairman and members of the Board of Directors for their In accordance with Article L.225-35 of the French Commercial services in the form of director’s fees. These are detailed, for Code, the Board determines the Company’s strategy and fiscal 2008, on page 41 of this registration document. oversees its implementation.

The internal rules state that directors may participate in Board Except for the powers directly vested in the shareholders, the meetings by videoconference or using other forms of Board considers all matters concerning the efficient telecommunication technology (including conference calls and management of the Company and makes all related decisions any other interactive means of electronic communication) that within the limits set by the Company’s corporate purpose. enable them to be identified and to effectively participate in the In this regard, the Board monitors the quality of information discussion and vote, subject to compliance with the applicable provided to shareholders and the market through the regulations. Accordingly, directors who take part in Board publication of financial statements or in connection with major meetings through such means are deemed to be present for transactions. In particular, when interim financial statements the purposes of calculating the quorum and voting majority, are prepared, it meets with the senior management team except for Board meetings held to approve the financial which (a) explains how the results were obtained and presents statements of the Company and the Group and the related the balance sheet, financial position, and the nature of management report. changes in cash and net debt and (b) reports on the main accounting principles used which have a significant impact on the financial statements.

In addition, the Board is informed of changes in the key indicators tracked by the Management Control Department whose data are periodically reconciled with the financial reporting information. Finally, based on the recommendations of the Compensation Committee, the Board of Directors sets the policy for

B-52 Registration Document 2008

compensation (fixed and variable) payable to the senior The current Audit Committee members are David Dautresme management, plus commitments of any kind made by the (Chairman), Philippe Adam * , and Pascal Lebard. In Company. accordance with best corporate governance practice, no executive directors sit on the Audit Committee. In fiscal 2008, the Board examined the financial statements of the Company and the Group for the year ended 31 October The rules governing the Audit Committee’s organization, mode 2007, approved the reports and resolutions to be presented at of operation, tasks and duties are described in a specific the Shareholders’ Meeting of 11 March 2008, reviewed the Charter that was unanimously approved by the Committee’s Group’s quarterly performance and results, reviewed the members during its meeting of 8 June 2005. The Audit budget and the business plan, examined the financial Committee is one of the key components of the corporate statements of the Company and the Group for the first half of governance structure set up by the Company. It is responsible fiscal 2008, and set up a stock option plan and bonus share for assisting the Board with reviewing and approving the plan for members of senior management and certain interim and annual financial statements, as well as with employees. The Board also examined and approved capital examining any operations or events that may have a projects (including asset acquisition and renovation), disposals significant impact on the Group and its subsidiaries in terms of of assets (e.g., the sale of Jet tours and Club Med Gym), and commitments and/or risks. the refinancing of assets for amounts requiring the Board’s The roles and responsibilities of the Audit Committee are to: prior approval pursuant to its internal rules. - Review the annual and interim financial statements of the During the year the Board also reviewed the reports of the Company and the Group, together with the related reports. various Board Committees. - Ensure that the data in these financial statements are EVALUATION OF BOARD PRACTICES AND PROCEDURES consistent with other information available to the Committee.

During its meeting on 10 December 2008, the Board - Ensure that the accounting policies used to prepare the evaluated its practices and procedures using a questionnaire financial statements are appropriate and have been applied developed by the Nominations and Compensation Committee consistently from one period to the next. in fiscal 2008. The purpose of the questionnaire was to gather - Check the effectiveness of internal reporting and control the opinions of each Board member as to the Board’s procedures. composition and functioning, the holding of meetings, the organization of discussions, the quality of information provided - Analyze recent regulatory developments and assess their to the Board, and the functioning of Board Committees. impact on the financial statements.

To effectively perform its duties, the Audit Committee has CORPORATE GOVERNANCE CODE access to all accounting and financial records; it meets with At the same meeting on 10 December 2008, the Board of those responsible for the preparation of the financial Directors decided that the Company would adhere to the statements as well as with the Statutory Auditors to ensure AFEP-MEDEF corporate governance code supplemented by that they have had access to all information necessary to carry the recommendations of 6 October 2008 for the compensation out their responsibilities, particularly with respect to of executive officers of listed companies. consolidated subsidiaries, and that they have sufficiently advanced their work at the time of the financial statements to 1.2.2. ROLES OF THE BOARD COMMITTEES be able to provide any meaningful comment.

At its meeting on 16 March 2005, the Board set up three In this context, the Committee reviews the work performed by standing Committees whose role is to facilitate the work of the the Statutory Auditors. In addition, it examines audit service Board and efficiently contribute to preparing Board decisions – proposals and makes recommendations concerning the the Audit Committee, the Nominations and Compensation appointment or re-appointment of the Statutory Auditors. Committee, and the Strategy Committee. The Audit Committee met twice in fiscal 2008, with an The Board of Directors appoints the members of these attendance rate of 100%. Committees (including the Chairman) from among its During these two meetings, which were dedicated to reviewing members. the annual and interim financial statements, the Committee checked that the closing process had gone smoothly and was THE AUDIT COMMITTEE presented with a report on the work of the Statutory Auditors. The Audit Committee has three members – including two The Committee also examined (i) the tax audits in progress independent members – who are appointed for their term of within the Group; (ii) ongoing measures to rationalize the office as director. Group’s legal structure by reducing the number of separate

* Resigned from the Audit Committee on 3 November 2008.

Registration Document 2008 B-53

companies; (iii) hedging operations; and (iv) the progress of The Nominations and Compensation Committee met twice in the Insurance Program. fiscal 2008, with an average attendance rate of 83%. The Committee recommended that the Board of Directors grant In addition, the Audit Committee was presented with a report 245,000 stock options to members of senior management and on the work performed by the internal auditors in fiscal 2008 certain employees, and issued a recommendation on the and their internal control assessments, and issued its opinion Board’s composition (age and independence). At its meeting on the internal audit plan. of 11 March 2008, the Board adopted the Committee’s proposals and recommendations.

The Nominations and Compensation Committee also worked THE NOMINATIONS AND COMPENSATION COMMITTEE to define the performance targets governing severance pay for The Nominations and Compensation Committee has three corporate officers under the TEPA Act of 21 August 2007. The members, all of whom are independent: Thierry de La Tour recommendations on the performance criteria adopted by the d’Artaise (Chairman) Anne-Claire Taittinger and Saud Al Committee will be subject to Board’s approval at its meeting Sulaiman. It is chaired by Thierry de La Tour d’Artaise. In on 10 December 2008 and to the shareholders’ approval of at accordance with best corporate governance practice, no the Shareholders’ Meeting of 20 February 2009. executive directors sit on the Audit Committee.

The roles and responsibilities of the Nominations and Compensation Committee are to: THE STRATEGY COMMITTEE

- Review candidates for election to the Board – either at its The Strategy Committee has seven members, four of whom own initiative or on the request of the Board – based on the are independent. candidates’ skills, business experience, and economic, social and cultural background. The current Strategy Committee members are Henri Giscard d’Estaing (Chairman), Philippe Adam, Mustapha Bakkoury, - Review candidates for the position of Chief Executive Officer Paul Jeanbart, Aimery Langlois-Meurinne, Pascal Lebard and and Executive Vice-President. Tetsuya Miyagawa (non-voting director).

- Review the membership structure of Board Committees and make related recommendations. The role of the Strategy Committee is to review: - Recommend methods for determining the compensation (fixed and variable) and benefits payable to the Chairman of - The main growth strategies of the Company and its the Board, the Vice-Chairman and the Chief Executive Officer subsidiaries, from both a financial and commercial perspective, and, at the Chairman’s request, compensation payable to the focusing particularly on ensuring that changes to the product Group’s Executive Vice-Presidents. offering appropriately reflect the Company’s image and corporate culture; - Review proposed stock option plans and bonus share plans for the management and employees of the Group (including - The three-year business plan presented annually by the corporate officers). Chief Executive Officer.

- Propose methods to the Board for calculating the overall The Strategy Committee receives input from all of the Group’s performance of the Company in order to determine its corporate departments. achievement percentage for Company bonuses. The Strategy Committee met twice in fiscal 2008, with an - Obtain all the required information concerning the attendance rate of 71%, notably to update the 2008-2010 compensation and status of Group executives. business plan to include Magellan, the corporate program aimed at positioning Club Méditerranée as the worldwide - Make proposals and recommendations concerning specialist in all-inclusive upscale, friendly, multicultural attendance fees and any other compensation and benefits for vacations. The Strategy Committee also met to consider the members of the Board (including non-voting directors). proposed sale of Jet tours and Club Med Gym and it issued a In order to effectively perform its role of setting the favorable opinion on the conclusion of these transactions. remuneration and benefits for corporate officers, the Nominations and Compensation Committee draws on the expertise of a specialized independent consulting firm as well as on market information obtained on an annual basis.

The principles and rules used to set the remuneration and benefits of corporate officers are described on page 39 of this registration document.

B-54 Registration Document 2008

1.4. OWNERSHIP STRUCTURE 1.3. RESTRICTIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER IMPOSED BY THE All shareholders may attend shareholders’ meetings in BOARD OF DIRECTORS accordance with the provisions of the law. The arrangements for such participation are detailed in the provisions of Article RESTRICTIONS RESULTING FROM INTERNAL RULES 28 of the bylaws and are reviewed on page 30 of this registration document. At its first meeting, which was held on 16 March 2005, the Board decided to combine the functions of Chairman of the Nothing relating to the Company’s ownership structure is likely Board and Chief Executive Officer, and appointed Henri to have an impact in the event of a public offering. Giscard d’Estaing as Chairman and CEO. This decision reflected the Board’s view that combining these two positions would be the best manner of ensuring the success of the upscale strategy. II. INTERNAL CONTROL PROCEDURES

In accordance with Article L.225-56 of the French Commercial 2.1. DEFINING INTERNAL CONTROL OBJECTIVES Code, the Chief Executive Officer has the broadest powers to act on behalf of the Company under all circumstances within DESCRIPTION OF INTERNAL CONTROL OBJECTIVES the scope of the corporate purpose, except for those powers directly vested by law in the shareholders and the Board of According to the internal control reference framework Directors. published on 31 October 2006 by the working group of the AMF, internal control is a system developed and implemented The Chief Executive Officer represents the Company in its by a company that provides assurance concerning: dealings with third parties. - The company’s compliance with the applicable laws and For internal purposes, the Board decided that certain regulations; transactions and decisions require its prior approval due to their nature and/or the amounts involved. These include: - Application of senior management instructions and strategic guidelines; • The annual budget. - The effectiveness of internal processes, particularly those • The 3-year business plan. contributing to the protection of assets; • The following transactions, when any one of them exceeds - The reliability of financial information. the amount specified below: - The system contributes to the overall control of the business, - Capital projects or asset disposals not included in the annual the effectiveness of its operations and the efficient utilization budget representing an aggregate amount of more than €9.2 of resources. million. By helping to limit and manage the risk of the Company failing - Purchases, sales and exchanges of property, plant and to meet its objectives, the internal control system plays a key equipment, intangible assets, rights or securities, and the role in the conduct and management of the business. creation of any and all companies, partnerships and business ventures, representing an investment or disposal proceeds in However, no system of internal control can provide an excess of €15.3 million. This restriction does not apply, absolute guarantee that the company’s objectives will be met. however, to related party transactions not governed by Article Club Méditerranée’s internal control system is organized on a L.225-38 of the French Commercial Code. decentralized basis, underpinned by rules relating to - New loans and borrowings (including bond issues and short- organization, strategies, procedures and practices aimed at term advances) in excess of €45.8 million. controlling risks that may have a material impact on the Group’s assets or on its ability to achieve its objectives. - Transactions in settlement of claims or litigation representing over €6.1 million. The purposes of the procedures in place within the Company and its subsidiaries, detailed below in paragraph 2.2, are to: REPORTING RULES - Ensure that all acts of management, all transactions, and the The Chief Executive Officer is required to report regularly to behavior of all Company employees comply with the general the Board on the use of his powers, particularly in relation to strategic guidelines established by the Company’s corporate share buyback programs and the issuance of guarantees, as governance bodies, the applicable laws and regulations, and well as regularly updating the Board on specific matters such the Company’s corporate values, standards and internal rules; as changes in the Company’s ownership structure and - Protect the Group’s assets; strategic partnerships. - Provide assurance that the accounting, financial and

management information submitted to the Company’s

Registration Document 2008 B-55

corporate governance bodies gives a true and fair view of the Company’s operations and financial position. Procedures

In order to meet these goals, internal control procedures in Accounting and financial procedures, as well as general each Business Unit extend to every level of the organization procedures relating to each of the Group’s main businesses, and are the responsibility of the operating and corporate are sent out to the various managers and their teams and are departments. Everyone who participates in internal control centralized within the Internal Audit Department. within the organization is thus aware of his or her role and The procedures concerning the Group’s Villages can be responsibilities. viewed on the Group’s intranet and are regularly updated.

Crisis management manual

THE CONTROL ENVIRONMENT The purpose of this manual is to set out the procedures to be applied in the event of a sensitive or emergency situation. Internal standards Compiled by the Health, Safety and Security Department with Code of Ethics and best practices a view to both preventing and dealing with such events, the manual contains numerous examples of typical situations that Following a decision by its Executive Board on 23 June 1997, may occur at the Group’ facilities or in its host countries, the Group drew up a Code of Ethics in order to raise including outbreaks of diseases, hostilities and natural employee awareness about the fact that certain types of disasters. activities and relationships are heavily restricted, and in some cases must be avoided at all costs. This Code covers topics The manual is also used in all internal training sessions on such as potential conflicts of interest, Group policy concerning crisis management and communication. gifts, benefits, invitations and payments to employees, as well as the use of confidential information, compliance with applicable laws in the Group’s host countries and adherence to Group strategy. A questionnaire is sent to all Group 2.2. MEETING INTERNAL CONTROL OBJECTIVES employees, in which they are required to answer yes or no to questions concerning 2.2.1. RISK IDENTIFICATION AND ASSESSMENT

- certain situations in which they may have direct or indirect A process of risk mapping was initiated in 2005 at Group level conflicts of interest with the Group; by the Internal Audit team for the purpose of identifying potential risks and defining and implementing measures to - their willingness to comply with all aspects of the Code of limit them, and promoting an environment of risk management. Ethics, to take all requisite measures to ensure that close members of their family do likewise, and to promptly inform The main risks to the Group’s business were identified through Human Resources of any event or situation covered in the interviews with senior management, members of Business Code that may concern them. Unit Steering Committees, and members of Corporate departments. The Group’s past experience in dealing with risk In fiscal 2008, a multidisciplinary working group developed this was also taken into account. Code of Ethics into an Ethics Charter aimed at all Club Méditerranée employees. This Ethics Charter was presented The process of risk mapping covers the fields attached to the to the work council on 9 October 2008 and was favorably strategic processes of the Group, its economic environment received. After its submission to the Labor Inspection office, and its support functions; i.e., the main risks associated with: the charter will be rolled out globally from 1 January 2009.

- The economic climate and political issues. Internal Audit Charter - The environment. - Legal and insurance matters. The aim of the Internal Audit Charter is to define the role, - Financial matters. objectives and responsibilities of the Group’s Internal Audit team and ensure that this team can perform its duties With the help of the relevant line management, this risk appropriately. mapping is regularly updated in the course of the work performed by the Internal Audit Department.

B-56 Registration Document 2008

reliable and representative, which make it possible to finely 2.2.2. INTERNAL CONTROL PROCEDURES tune services and prioritize action plans for improvement. RELATING TO OPERATING CONTROLS AND In addition to reports by Village, results are also published by REGULATORY COMPLIANCE BU, by operating country and by GM nationality. The results are sent to a wide range of people within the Group, from OPERATING CONTROLS Village Managers to the Senior Management Committee, as Effective operating controls consist of gauging customer well as to the relevant operating departments. satisfaction and monitoring quality, as well as ensuring that Data is distributed rapidly: results are published every two the Group’s global information systems are sustainable and weeks, which allows for alerts to be given when indicators are adequately backed up. down, and for service performance and progress to be monitored on a nearly constant basis. When Villages are Quality identified as being in trouble, line management are required to Improving quality has always been an essential concern for submit action plans, assisted by the Corporate departments the Company. For this reason, in recent years the Quality (Services, HR) which support the Village. Department has taken steps to set up a structured process in GM Feedback is a valuable tool for monitoring progress made line with developments concerning the Company as well as its by the Group and serves as an internal benchmark. The products and markets. results are analyzed and taken into account in the day-to-day Quality at Club Méditerranée is managed by a Corporate management of the Villages and also in selecting long-term Quality Department and corresponding Quality teams in the strategic options. Business Units. Quality standards This process hinges on defining and tracking products and carefully assessing feedback from the Group’s customers Club Méditerranée required a set of quality standards that (“GMs”). would be sufficiently rigorous to ensure consistent levels of service over time and from one Village to another, while also Customer feedback being flexible enough to let the Group’s teams give free rein to spontaneous and creative ideas. Customer satisfaction at Club Méditerranée is assessed centrally through a satisfaction survey sent to every GM These standards – called “Quali Signs” – were drafted by household worldwide (“GM Feedback”). It is also evaluated over 600 GOs® throughout the world. A manual was then through analysis of customer correspondence, and in a compiled for each Village department, which can be viewed on decentralized way through daily and ongoing contact between the Group’s intranet. In this way, all employees have access to GOs and GMs via roundtables/focus groups in the Villages, the information they need to effectively perform their daily and through continuous monitoring by all departments of each assignments. Village. Quali Signs describe each Club Med service in terms of know- how and interpersonal skills. They are organized according to GM Feedback the customer’s path through each of the services GM Feedback is a satisfaction survey sent to all GMs around (Accommodations, Dining, Reception, Bar, etc.). Each season the globe which has an average response rate of 43%. The (twice a year) they are updated based on feedback from the Club asks its customers to assess the full benefits of the Villages and changes in the service. Village by responding to one hundred questions on items Quali Signs are tailored to each Village: they include Global including information/reservations prior to their stay, reception standards as well as standards specific to their BU, trident upon arrival, GO performance, room quality, etc., up to and range, types of “happiness” on offer, guest profiles and including their departure from the Village. activities offered. They encompass some 700 items, all Over 350,000 questionnaires are sent out, in ten different services combined. languages, and GMs can respond either by mail or online via Village leaders (Village Manager, Department Managers) are “e-Feedback”. The average response rate is 49% in France responsible for ensuring the implementation of standards in and 46% in Switzerland. The response rate is also very high the Village and supporting their teams in achieving them. for non-European customer bases, such as the United States During their training, managers are systematically reminded to (44%), New Zealand (36%) and Hong Kong (31%). refer to these standards. Quali Signs are presented in a self- These response rates are also exceptional for the field, evaluation format that allows Village Managers to assess especially considering the length of the questionnaire. This standards that are lacking and implement actions for their demonstrates the commitment of customers to the Club Med improvement. brand and the high level of their expectations about it. From a Quali Signs have also been put in place for Club Med and statistical point of view, it ensures that the results obtained are Club Med World agencies.

Registration Document 2008 B-57

Practical guidelines have also been drawn up for each Club automated controls to avert the introduction of erroneous data, Méditerranée profession in order to deliver the service quality archiving of information and data, etc. that customers expect and that complies with the Quali Signs In addition, the accounting and financial information system standards. undergoes regular adjustments in order to adapt it to the Procedures and best practices for more than 110 of the Group’s changing needs. Group’s professions were developed by experts in each field In 2008, as part of its efforts to continuously improve the and grouped together as standards called “Pro Signs”. internal controls of each department, the Company’s Risk and Insurance Department and Information Systems Department inventoried information systems risks as they relate to The Human Resources, Purchasing and Safety departments business, operational, technical, legal and insurance issues. all contributed towards creating the Pro Signs. A list of the available tools is also provided, with a view to continually The reservation system and related data, as well as Club enhancing the professional approach of the Group’s GOs® Méditerranée’s accounting system, are major assets for the and GEs®. Group. The Information Systems Department has set up the following procedures in order to minimize the risks of system Mystery visits downtime due to major failures, fire or site damage or other incidents: Mystery visitors from an outside specialist measure compliance with Quali Signs in each Village. They are hired - All hardware and software components are split between two and briefed according to specific criteria defined by the Club distinct but interconnected sites; (proven professionalism, Club Med customer-type profile, - Data is replicated in real time between the two sites and can neutral and non-entrapping behavior). be accessed indifferently by either of the two sites; Armed with the Village’s Quali Signs checklist, they verify the - A recovery plan has been drawn up so that key applications implementation of these standards at every stage of their stay, such as reservations and accounting can be restarted without from airport arrival to Village departure. delay. “Mystery GMs” reveal their identity at the end of their stays to Less sensitive applications – including resource management the Village Managers, giving them an initial oral debriefing so and decision-making tools – also form part of this plan that they can resolve the problems identified. About ten days wherever possible. later, they submit a written report to the Village Manager, the Country Manager and the Service Manager. Each information system user can store important data on a secure server. This ensures the continuity of data deemed If warranted by the score, the Village Manager sends a sensitive by the users. corrective action plan to the Quality Department. The Group’s information systems are accessed via an These Quality Department tools – including the Quali Signs international telecommunications network that operates and Pro Signs standards and customer feedback and mystery around the globe. GM measurement tools – create a system of continuous improvement that allows us to give our GMs the full “Club Med The risk of an intruder hacking into the network and/or a experience” and thus secure their loyalty. centralized application is assessed and tested on a periodic basis.

User profiles and access rights to financial systems are Information systems reviewed annually based on information supplied by the The accounting and financial information system used by the various Business Unit managers to ensure that only people Group is designed to meet requirements for security, reliability, belonging to the Group can access its systems. availability and traceability of information. It is based on an interfaced reporting tool and consolidation system covering nearly all the Group's activities in an effort to standardize company and consolidated financial data. REGULATORY COMPLIANCE – THE LEGAL AFFAIRS AND INSURANCE DEPARTMENTS To ensure the proper use of these tools and hence the relevance of their information, user-appropriate guides have Structure been created and made available online to all users of the The role of the Legal Affairs Department, which reports to the financial information systems. Corporate Secretary, is to: The Group has also set up procedures to ensure the security - Ensure that Club Méditerranée complies with local laws and of the accounting and financial information system and the regulations in its host countries. integrity of its data. These include periodic backups,

B-58 Registration Document 2008

- Protect and safeguard the assets and operations of the regulations through a system of delegation of authority which Group as a whole; and extends down to the Village level.

- Defend the interests of the Group, its officers and employees Finally, Senior Management regularly receives information on in the performance of their duties. the nature of the principal risks impacting the Group (hedges in place, insurance, financial guarantees, etc.). The Americas and Asia Business Units each have their own Legal Director who is responsible for protecting and defending

Club Méditerranée’s interests in their regions. The Group Legal Affairs Department performs this role for Europe-Africa THE HEALTH, SAFETY AND SECURITY DEPARTMENT Business Unit. (HSS) The role of the Insurance Department – which also reports to The role of the HSS Department – which reports to the the Corporate Secretary – is to ensure that the Group has Corporate Secretary – is to implement measures for adequate insurance coverage in relation to the nature and anticipating and coping adequately with the risks related to extent of its risks. Risk management and insurance policies Health, Safety and Security to which the Group is exposed. It are organized on a consolidated basis. The Group has set up is also tasked with creating action plans to enhance global insurance programs with pools of top-ranking insurers, prevention and with establishing, if necessary, emergency and specific insurance coverage is taken out at a local level. measures required by a crisis situation.

Structure Procedures The HSS Department is comprised of a four-person team, The Legal Directors of the Business Units are required to with information relayed by contacts located in each region notify the Group Legal Affairs Department of issues which are and each Business Unit. Its communication and support deemed to be sensitive. A list of these sensitive issues is functions are centralized at the Registered Office. The HSS provided at the beginning of each fiscal year. Department is in regular contact with the Ministries of Foreign Affairs and Tourism. It generally includes: Role and responsibilities - Significant arbitration or legal proceedings; - Risk management, which involves monitoring political, - Any criminal proceedings taken against Club Méditerranée or social, health and weather conditions in order to fully map any of its executives or employees; HSS risks by Village. This mapping is supplemented by - Growth projects requiring the authorization of the Board of historical data and is used to tailor the Group’s risk Directors or that involve a particular risk for the Group (e.g. management processes to its changing external environment. legal or financial risks); - Crisis management is facilitated by the crisis management - Guarantees issued in the name of the Company and/or its manual provided to each Village. A permanent crisis subsidiaries and any liens or charges on the Group’s assets. management room is maintained at the Registered Office in which simulations are regularly held. - Material purchases, sales or exchanges of property, plant and equipment, intangible assets, rights or securities, and the - Management of health and medical risks through regular creation of companies, partnerships or other business checks performed by medical hygienists. ventures; - Management of accidents and illnesses affecting GMs - Projects involving the creation of an entity in which the and GOs/GEs. shareholders’ have unlimited liability; - Safety and security management, embodied in a charter - Any matters that could have a future impact on the Group’s listing the safety instructions to be followed so as to minimize day-to-day operations or that raise issues of principle risks within the Village. concerning the running of the Group; Operational structure and procedures - Any transactions between the Company and any one of its HSS risk mapping makes it possible to monitor developments subsidiaries or between subsidiaries or between companies and prioritize major risks by Village. In addition, self-evaluation with common Directors; documents must be regularly submitted to help assess the - Any matter that is considered as needing to be brought to the degree to which these risks are managed. attention of Senior Management as it could damage the image Once a month, Village Managers lead a Health and Safety of the Group or be contrary to its corporate ethics. meeting in each Village in order to identify problems and make In addition, the entire leadership of the Group has been made plans for corrective or preventive actions. aware of the importance of compliance with laws and

Registration Document 2008 B-59

Training and prevention sessions covering safety issues are held on a recurring basis and are monitored by periodic audits THE ACCOUNTING AND TAX DEPARTMENT and surveys. ACCOUNTING

Structure

2.2.3. INTERNAL CONTROL PROCEDURES The Group produces monthly financial statements. COVERING THE PREPARATION AND PROCESSING In this regard, the Accounting Department organizes and OF ACCOUNTING AND FINANCIAL INFORMATION plans all of the Group’s accounting tasks in order to ensure The Group’s financial information is directly derived from its that consolidated data is consistent and reliable. This task is integrated accounting and management system, which is facilitated by the use of a Group chart of accounts, notes on linked to a global database. Group accounting procedures, and on detailed closing instructions. In this way the process for producing the Group’s This technology enables the Group to monitor, on a real time financial statements is applicable to all entities, without basis, accounting changes from numerous input locations exception, within the scope of consolidation. throughout the world, such as Villages, Country Representative Offices and Business Units. Data is The Finance Manager of each Village is responsible for the automatically transferred to the Group’s management and management and internal control issues at his or her site, consolidation system on a monthly basis. while the Country Representative Office to which each Village reports deals with specific local issues and performs an The Group publishes financial information based on its internal accounting oversight role. With this system the Accounting reporting format. Department has full access to the information it needs to Accounting and financial information is prepared by the prepare the financial statements. Finance Department which oversees the work of the A recently-created organizational chart lays out the key Accounting and Tax, Management Control, Treasury & functions of the Accounting Department, thus helping to Financing, Internal Audit and Financial Communications identify the resources necessary for the accounting function to Departments. The Internal Audit Department performs cross- be effective. business controls of all of the Group’s operations and cash flows. Procedures

Each Business Unit has a Managing Director and a The main monthly accounting controls are as follows: Financial/Management Control Department whose manager - Suppliers: a check is carried out to ensure that the different reports to the Executive Vice-President, Chief Financial Officer. systems are correctly interfaced (trade payables balance in One of the main objectives of an internal control system is to the aged payables system and the trade payables balance in contribute to ensuring that the financial statements of the the general ledger system). A check is also performed on Company and the Group provide a true and fair view of the amounts due from suppliers; Group’s assets, liabilities and results operations as well as a - Trade receivables: the Sales Departments analyze and reasonable assessment of any potential risks to which the explain any differences compared with the Group’s general Group may be exposed. terms of sales, such as extended payment terms. The Club Méditerranée has set up a series of controls at each Receivables Accounting Department at the Headquarters and Business Unit in order to monitor the principal risks inherent in the Finance Managers then check these explanations based their operations which could impact the financial statements on the receivables ledgers. process, and the financial consequences of these risks. - Checks performed by the Corporate Accounting Department These controls include checks on the input of monthly revenue on current account balances between Club Méditerranée SA figures, the tracking of capital expenditure and debt recovery and other Group entities; data, as well as the monitoring of local tax regulations, - Bank reconciliations; purchases, and financial information reported by all of the Group’s host countries. - Revenue by country: the various entities check that revenue and receivables figures have been correctly entered by type of With these monthly checks by the Finance Department’s structure (reseller or agent) and that data from the reservation teams at the country, Business Unit and Group level problems system is properly fed into the accounting system; can be identified, should they occur. - A system has been set up to control the automatic interfaces with fixed asset management systems. Automatically- generated depreciation and amortization charges are checked on a monthly basis.

B-60 Registration Document 2008

The Consolidation Department also performs the following key Manager of the BU or country, in conjunction with the Tax controls: Department.

- Reconciliation of intra-group current accounts at Group level; Procedures

- Monthly analysis of the components of consolidated profit: The Tax Department monitors tax issues, in coordination with Operating profit – Leisure, Operating profit – Management of the persons responsible for tax matters in each country or assets, Other operating income & expense, Finance costs, net; Business Unit.

- Reconciliation between the asset management system and It reports to the Audit Committee on a semi-annual basis, the accounting system in order to ensure data consistency. giving a detailed account of any tax audits and/or disputes in The consolidation system includes programmed controls to process. ensure that accounting flows such as increases, decreases and reclassifications have been correctly recorded by the various entities; THE MANAGEMENT CONTROL DEPARTMENT - Extensive balance sheet analyses, performed in March and Structure September. At the interim and annual balance sheet dates in April and October an in-depth analysis is performed of all The Management Control Department is responsible for balance sheet, off-balance sheet and cash flow statement coordinating this function worldwide. Each region also has a items, and is subsequently published in the notes to the management control department staffed by locally-based financial statements; controllers.

- Analyses of exchange gains and losses, by currency pair. Procedures

To protect Group assets, the following controls are also Three-year business plan performed on a monthly basis in coordination with the Management Control and Treasury & Financing Departments: The rolling three-year business plan reflects the main changes expected to affect the Group during the period as well as their - Reconciliation of revenue to sales data; financial impacts. The narrative section of the plan includes - Reconciliation of Operating profit – Leisure to profit reported data from market research carried out in the Group’s strategic in the management accounts; countries and the related action plans. The business plan schedules simulate the financial impacts of the Group’s - Capital expenditure analyses; strategy and the macro-economic environment, including such - Analyses of net finance cost, including exchange gains and variables as growth in the tourism sector, changes in losses; exchange rates and inflation.

- Net debt analyses. Rolled forward annually, the plan forms the basis for income statement, balance sheet and cash flow projections. Finally, the Consolidation Department maintains a compliance watch on all issues that could impact the consolidated Budgetary process financial statements and acts as a clearinghouse for issues submitted by the Country Offices for technical analysis and The budgetary process – which is coordinated by the decision-making as to their accounting treatment. Management Control Department – begins at Village and The Group’s transition to International Financial Reporting sales office level. Local budgets are consolidated first by Standards was completed in fiscal 2006. Business Unit and then at Group level.

These standards have been applied since then by all local The budgetary process is an effective internal control tool that entities for consolidated reporting purposes. enables the Group to analyze all of its financial flows.

The budget is presented to the Board of Directors for approval TAX in October of each year. Structure A detailed monthly reporting process The Tax Department is responsible for coordinating international tax issues, ensuring that taxation policies are All entities submit monthly reporting packages. Each Business applied consistently by each Business Unit and monitoring all Unit presents its results for the month at a Senior tax audits carried out on Group companies. At the level of the Management Committee meeting. Monthly consolidated Parent Company, the Department ensures that the company income statements are also produced, based on the complies with all its tax reporting obligations as head of the management accounts which comprise the same underlying French tax group, monitors tax audits carried out on the transaction data as the statutory accounts. companies in the tax group and manages tax disputes. Within the Business Units, these tasks are handled by the Finance

Registration Document 2008 B-61

Forecasts The Treasury team uses a treasury management system that enables it to track key liquidity indicators as well as all of the The Management Control Department draws up forecasts for financial instruments used on a centralized basis. the remainder of the season based on actual figures for the first two months and updated forecasts for the remaining Tasks relating to financial market transactions are segregated, months. This process enables the Group to assess the impact with orders, execution and controls carried out by three of any changes in operations. The forecasts are revised after different people. each monthly close until the end of the season. All currency hedges are systematically presented to the Audit The main controls performed by the Management Control Committee. Department are as follows:

- Detailed analyses of revenue by outbound and inbound zone;

- Detailed profitability analyses covering, in particular, THE FINANCIAL COMMUNICATIONS DEPARTMENT transport margins, operating margins, Village and Structure Headquarters cost controls; The Financial Communications Department is a centralized - Reviews of employee numbers. structure based at the Club Méditerranée Registered Office. It is responsible for communicating the Company’s strategy and

results to the financial markets.

THE TREASURY & FINANCING DEPARTMENT

Structure Procedures

The Treasury & Financing Department is responsible for The Financial Communications Department establishes an ensuring the security, transparency and effectiveness of annual schedule summarizing all of the Company’s periodic treasury and financing operations. financial reporting obligations to the financial markets and stock market regulators. Its main roles are to: This schedule details: - Manage investments and financing transactions to ensure that the Group has sufficient liquidity. • The type and deadline of each periodic obligation. • - Control the level of finance costs. The persons responsible for financial reporting. • The texts of relevant references. - Perform cash management tasks. This schedule is circulated internally to the teams working - Quantify and hedge financial risks – notably currency and specifically on financial communications. interest-rate risks. The procedures for monitoring the financial and accounting - Monitor banking relations. information are based on: - Help subsidiaries with cash management processes and • Monthly financial checks of all accounting and assist the Development Department in arranging financing for financial information by the internal auditors. new projects. • The Statutory Auditor’s audit of the information contained in the interim and annual reports.

Procedures In addition, the Financial Communications Department identifies the legal and regulatory obligations applicable to the The Treasury & Financing Department has drawn up a set of communication of risks with the assistance of the Legal Affairs Group rules and procedures. Examples include a procedure Department. on authorized bank account signatures in order to limit the risk of fraud, as well as a procedure on signing and sending files containing batches of supplier payments.

Weekly and monthly reporting systems have also been set up in order to provide senior management with information on matters such as (i) the Group’s actual and forecast levels of debt and liquidity; (ii) risk monitoring and hedging transactions; and (iii) the Group’s dealings with its banks, including details of cash flows and commitments, account movements and banking terms and conditions.

B-62 Registration Document 2008

risks at Group level and by country and domain (Human THE INTERNAL AUDIT DEPARTMENT Resources, Purchasing, Legal/Tax/Asset Management, Sales, The Internal Audit Department ensures that internal control Accounting, Treasury, Information Systems, Geopolitical procedures are effectively conveyed and respected across the Risks/Quality/Security). Group and verifies that they are properly applied throughout The audit program is presented twice a year to the Audit the various departments. Committee along with a progress report and a summary of the It also helps to enhance the Group’s performance and audits performed since the start of the year. operations by assisting the senior management team in its Internal audits are conducted in four phases: decision-making process. To this end it presents a report on its work twice a year to the members of the Senior - Collecting information on the entity or domain concerned; Management Committee. - On-site checks by teams to ensure that appropriate controls Structure have been set up to address the risk areas identified in the mapping process and to assess the quality of internal controls. The Internal Audit Department is a centralized structure based at the Company’s headquarters. It comprises six people who - Drawing up reports on the main identified weaknesses, carry out cross-functional audits of all of the Group’s updating the risk map and proposing action plans. These operations and transaction flows. reports are then sent to senior management as well as to the audited units and support functions; The Internal Audit Department reports directly to the Executive Vice-President, Chief Financial Officer. - Follow-ups to check that the internal auditors’ recommendations have been implemented and, if necessary, Role and responsibilities to assist the audited units with their risk management action The internal auditors perform audits of specific functions or plans. businesses at Group, Registered Office, Country Office and In 2008, Internal Audit divided its working hours equally Village level. They coordinate their work with that of the between auditing Villages, Country Offices and Corporate Statutory Auditors. Departments.

The internal auditors’ activities cover: As part of the Group’s phased project to assess its internal - Financial audits, which consist of reviewing the financial control procedures, 2008 was dedicated to distributing a self- statements and examining the systems and rules set up to assessment internal control matrix for the Villages in order to ensure the reliability of financial information; these audits help enhance each department’s internal control process. This serve to ensure compliance with the accounting principles and matrix is based on: published guidelines. - Regularly assessing compliance with established processes - Operational audits, which include reviewing the various and procedures; cycles (such as sales, purchasing and human resources) and - Carrying out an objective and realistic evaluation of the assessing internal control procedures in order to obtain quality of internal controls in place, using consistent assurance that the organization in place contributes to methodology resulting in a mathematical score; managing Group risks and meeting Group objectives; - Setting up action plans and monitoring that these plans are - Specific engagements, corresponding to various one-off properly implemented. This matrix has been successfully projects such as providing support for operations staff, or tested with a pilot group and has been rolled out to all Villages organizational and diagnostic work under the direction of in 2008. Senior Management. This tool is a real breakthrough in implementing sound and The Internal Audit Department also takes part in events such efficient internal controls worldwide. To maintain its as financial seminars and training sessions for new Cost effectiveness, Internal Audit updates this tool every six months Controllers and Finance Managers as well as more to reflect changing requirements in managing risk and fraud. experienced Finance Managers, with a view to relaying a control culture throughout the Group and driving changes to After each internal audit of a Village or a national improve the internal control and risk management representative office, the entity is rated on a scale of 10. This environment. enables the Group to assess the internal controls in place, compare performance between the audited entities and Operational structure and procedures measure their progress. The Internal Audit Department draws up an annual audit program and an audit plan covering all of the Group’s operations and which enables the identification and correction of the main weaknesses in the Company’s risk management system. This audit program is based on maps of the main

Registration Document 2008 B-63

STATUTORY AUDITORS 2.3.2. OTHER MEASURES IMPLEMENTED TO STRENGTHEN INTERNAL CONTROL The Statutory Auditors certify the annual financial statements of Club Méditerranée SA and its subsidiaries and the annual PRODUCT INNOVATIONS consolidated financial statements of the Group. They also perform a limited review of the interim consolidated financial As part of its continued drive to tighten control over revenue statements and verify the information given in the interim and in order to reduce the circulation of cash within the report. In addition, they are regularly consulted on the Villages, the Group decided to extend to all Villages: accounting treatment of transactions in progress. They attend - The “Bar & Snacking Included” formula in place since meetings of the Audit Committee, are regularly informed of the summer 2006. work carried out by the Internal Audit team, and receive copies of Internal Audit reports. - The Club Med Pass, which customers can use (after paying a deposit) to pay for drinks that are not included in the Bar & Snacking formula (such as champagne and VSOP alcohols) as well as for additional services such as spa treatments. 2.3. RAISING AWARENESS OF INTERNAL CONTROL PURCHASING STRUCTURE

In line with its aim to enhance cost controls, the Group has 2.3.1. ROLLING OUT THE NEW VILLAGE acquired a Global Purchasing Department reporting to the ORGANIZATION TO STRENGTHEN INTERNAL Executive Vice-President, Chief Financial Officer. CONTROL This new department uses a central purchasing system to As part of the Group’s overall upscale strategy, the new monitor purchases in real time and provide users with lists of organization structure trialed at ten Villages in 2005 and put in products for which prices have been negotiated by product place in thirteen Villages in 2006 was rolled out on a family purchasers. It also tracks implementation of action permanent basis in 2007 and 2008. plans and savings on purchasing costs. Under the new leaner and more coherent structure, each The information system enables the Global Purchasing Village Manager has just five direct reports compared with an Department to verify that negotiated contracts are being average of fifteen previously. The aim of this approach is to properly used in order to optimize purchases. enhance the management of each Village’s P&L by fully leveraging the available products and resources. CONCLUSION The new organization is also more customer-focused, During the year, the Group continued to focus on raising enabling the Group to build the skill-sets of its GOs by awareness of the risks inherent in its operations and of the providing training in specific skills and creating new related internal control procedures. professions.

Introduction of the new Village organization led to the creation of a new recruitment/placement unit whose first season began in February 2006. The unit was tasked with improving the GO placement process and reducing turnover – an aim that was achieved in the first season with the GO turnover rate decreasing sharply.

At the same time, the Group has created a new position of Cost Controller reporting to the Village Finance Manager. The Cost Controller is responsible for closely monitoring the Village’s P&L and ensuring that procedures are correctly applied.

The creation of this position as part of the new Village structure will help the Finance Managers fulfill their duty of ensuring compliance with internal control processes.

B-64 Registration Document 2008

This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of English-speaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidated financial statements. This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France.

STATUTORY AUDITORS’ REPORT ON THE CHAIRMAN'S REPORT ON INTERNAL CONTROL PROCEDURES

Statutory Auditors’ report prepared in accordance with Information on internal control procedures relating to the article L. 225-235 of the French commercial code (Code preparation and processing of accounting and financial de Commerce), on the report prepared by the Chairman information of the Board of Directors of Club Méditerranée The professional standards require that we perform the necessary procedures to assess the fairness of the To the Shareholders, information provided in the chairman's report in respect of the In our capacity as Statutory Auditors of Club Méditerranée internal control procedures relating to the preparation and and in accordance with the requirements of Article L. 225-235 processing of the accounting and financial information. These of the French Commercial Code (Code de Commerce), we procedures consist mainly in: hereby report on the report prepared by the chairman of your - obtaining an understanding of the internal company in accordance with article L. 225-37 of the French control procedures relating to the preparation commercial code (Code de Commerce) for the year ended and processing of the accounting and financial October 31, 2008. information on which the information It is the chairman's responsibility to prepare and submit for the presented in the chairman's report is based board of directors' approval a report on internal control and and of the existing documentation; risk management procedures implemented by the company - obtaining an understanding of the work and to provide the other information required by article L. 225- involved in the preparation of this information 37 of the French commercial code (Code de Commerce) and of the existing documentation; relating to matters such as corporate governance. - determining if any material weaknesses in the Our role is to: internal control procedures relating to the - report on the information contained in the preparation and processing of the accounting chairman's report in respect of the internal and financial information that we would have control procedures relating to the preparation noted in the course of our work are properly and processing of the accounting and financial disclosed in the chairman's report. information, On the basis of our work, we have nothing to report on the - confirm that the report also includes the other information in respect of the company's internal control information required by article L. 225-37 of the procedures relating to the preparation and processing of the French commercial code (Code de accounting and financial information contained in the report Commerce). It should be noted that our role is prepared by the chairman of the board of directors ou not to verify the fairness of this other supervisory board in accordance with article L. 225-37 of the information. French commercial code (Code de Commerce).

We conducted our work in accordance with the professional .We confirm that the report prepared by the chairman of the standards applicable in France. board of directors ou supervisory board also contains the other information required by article L. 225-37 of the French commercial code (Code de Commerce).

Neuilly-sur-Seine and Paris-La Défense, 29 January 2009

The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG AUDIT

Dominique Jumaucourt Pascal Macioce

Registration Document 2008 B-65

FEES PAID TO THE STATUTORY AUDITORS

(in € thousands) Ernst & Young network Deloitte network 2008 (1) 2007 2008 2007 Amount Amount Amount Amount % % % % excl. VAT excl. VAT excl. VAT excl. VAT

Statutory and contractual

audits - Issuer 525 44.34% 472 42.58% 361 47.94% 328 47.81% -Fully consolidated 546 46.11% 521 47.08% 383 50.86% 348 50.73% subsidiaries

Audit-related services

- Issuer -Fully consolidated 95 8.02% 3 0.27% subsidiaries Sub-total 1,166 98.48% 996 89.93% 744 98.80% 676 98.54% Other services provided to fully consolidated subsidiaries - Legal and tax advice 18 1.52% 112 10.07% 9 1.20% 10 1.46% - Other Sub-total 18 1.52% 112 10.07% 9 1.20% 10 1.46% Total fees 1,184 100.00% 1,108 100.00% 753 100.00% 686 100.00%

(1) including fees related to Club Med Gym, Jet tours and their subsidiaries

B-66 Registration Document 2008

SUSTAINABLE DEVELOPMENT

In 2006, the Sustainable Development Department carried out several in-depth studies, including a lifecycle analysis, in order to establish sound foundations for choosing its priorities. This work led to a “roadmap”, drawn up based on 10 key areas, with environmental, social and community plans; since then, each one of these areas has been covered by initiatives targeting progress on a transversal basis with all the departments concerned.

In 2008, the significant progress made on the roadmap included: Trade receivables

Opening up Villages more widely to the host - Drawing up and distributing the responsible tourist charter country - Boosting sales again from Découverte tours Developing the accessibility of Villages for - Pursuing the partnership with the Terre d'Equilibre association disabled people Communities - Pursuing the partnership with ECPAT: Fighting against sexual tourism involving children - Distributing Club Med-ECPAT brochures - Supporting prevention actions in the field in Morocco and Senegal

Defining indicators for better assessing the - Continuing to develop the tool locally contribution to local development

- Launching a partnership over three years/six sites with AGRISUD - Continuing with the counterfeit prevention action with the UNIFAB and Promoting the referencing of local suppliers AGRISUD - Developing purchases of local organic produce from market gardeners at Cap Skirring Staff

- Analyzing the patronymic review and proposal for actions by the working Consolidating and sharing know-how for diversity group as part of the AVERROES project and multiculturalism - Launching Mission Handicap recruitment, communications, training and purchasing activities Trade payables - Deploying charters for purchasing wood and fish

- Rolling out the pesticide purchasing policy in Europe-Africa Developing environmentally responsible purchases on sensitive sectors - Carrying out the first stage in the deployment of certification for paper and printouts - Choosing GO clothes made out of organic fair trade cotton Environment - Distributing high-quality environmental (HQE) expertise on new projects Further integrating the high-quality (developing a framework agreement for partnerships) environmental (HQE) approach into Village building and renovation work - Launching moves to define "Club Med Environmental Construction Guidelines"

- Obtaining the "European Ecolabel for Travel Accommodation" certification for the Opio Village in Provence (France) - Launching a Green Globe 21 certification process for four Villages in the North American region - Creating a position for a Europe-Africa Energy Manager Improving our waste management processes/Structuring the Environment function - Continuing to deploy the Tech Care environmental reporting and steering tool

- Drawing up a first version of Eco-Signs and testing them at a Pilot Village

- Offsetting 50% of the CO2 emissions linked to trips for GOs from the Paris and Lyons head offices, and setting up an Internet link to a site where carbon offsets can be purchased at the end of online bookings

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These advances are reflected in the spontaneous assessment carried out by the non-financial rating agency Vigeo in October 2008, showing a continued improvement in performance on social and environmental responsibility over three and a half years, on all of the issues except one.

Performance in relation Score for each section to the industry Feb-05 Oct-06 Oct-08 Oct-08 Human Resources 39 51 58 ++ Environment 19 33 38 + Business Behaviour (consumers & suppliers) 37 46 47 + Corporate Governance 26 46 41 - Community involvement 30 44 54 = Human Rights 34 47 55 +

- Extended the alcohol prevention module to cover all the Villages from the regions of Europe-Africa and the QUALITY AND SAFETY: FOUNDATIONS Americas FOR LASTING CONFIDENCE AND TRUST - Supported the AIDS prevention campaign at the Villages in Morocco through direct intervention by the association QUALITY EACH DAY AIDES

Club Méditerranée’s Quality approach is based on a long- - Launched a campaign to protect children from sun standing culture as well as tools that are firmly anchored in the exposure in all the Europe-Africa, West Indies and practices for each business, such as Quali-Signs and Pro- Mauritius Villages Signs, GM Feedback, Mystery GMs, or even the “Tell us all” on the spot surveys…*2

In 2008, the Quality Department continued with its management approach based on these tools, as well as STAFF: RESPONSIBILITY, EMPLOYABILITY training for teams from the Villages and sales teams focusing Since 2006, the Talents Campus has become an essential on the personalization of customer relations. meeting place for the development of Club Méditerranée’s

In addition, access to the online GM Feedback questionnaire GOs and GEs. The 2009 event was held in the Vittel school- has been further developed, now covering 24 countries, and village in France. Two major areas of Human Resources the number of nationalities for Mystery GMs has been development policy were presented: increased. Finally, specific Quali Signs have been developed for the 5 Trident sites. Strong mobilization around the Magellan project The third Talents Campus event brought together nearly 1,600 SECURITY – HEALTH - SAFETY GOs and GEs, representing a theatre of action for In 2008, in addition to managing the processes already in development and a strong level of mobilization around the place and renewing the training and prevention actions Magellan project based on workshops for exchanges and launched in previous years*, the Security, Health and Safety sharing. Department notably: Presentation and sharing of Management Principles - Produced a new training film, in the form of a music video, to be shown at the opening in all the Villages for GOs Talent, innovation, decentralization, results, success: five words that sum up the future for Club Méditerranée. They - Launched the project to put automatic defibrillators in stem from our five values: kindness, pioneering spirit, freedom, place at all Villages in the EAF Region, with training for responsibility, multiculturalism. reference GOs in each Village (60 doctors have received trainer training) They correspond to the five Principles underpinning Club Méditerranée’s management and operations. They concern all - Launched the study for the establishment of a system for of the GOs and GEs and must act as a daily guide. They are exchanging information with the Villages intended to clarify the priorities, accompany the transformation and that of the teams, and increase the level of responsiveness in a world that is constantly on the move.

2 Further information at www.clubmed.net/corporate

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GO KEYS

This year, the GO-Keys development program focused on:

- Language training;

- Testing out new innovative work methods through the “GO sphere” social network, an exclusive space for exchanges, working and innovation for the GO-Key community;

- N

- Management training.

Table 1 - Training worldwide in 2008

2006 2007 2008 Number of Hours/trai Number of Hours/trai Number of Hours/tra trainees Hours nee trainees Hours nee trainees Hours inee Europe- Africa 6,549 124,664 19.04 8,048 158,454 19,69 8,871 219,469 24.74 North America 8,200 64,123 7,82 8,109 58,046 7,16 9,303 71,387 7.67 Asia 2,596 31,565 12.16 1,747 16,642 9,53 1,342 10,064 7.50 Latin America 5,004 21,405 4.28 1,719 15,029 8,74 2,128 15,852 7.45 Total 22,349 241,757 10.82 19,623 248,171 12,65 21,644 316,772 14.64

MAGELLAN: TAKING STOCK - 99% of GOs are proud to work for Club Méditerranée. This result can be compared against the average for other The Magellan project is supporting our ambition to become the businesses, which is nearly 10 points lower. global specialist for upscale, friendly and multicultural all- inclusive vacations. Launched in June 2007, it has now moved - Over 90% of GOs are confident in Club Méditerranée’s future. into its operational phase. These results are highly satisfactory and reflect the strong Nearly 2,000 ideas from the “creativity bubbles,” organized in level of commitment among the teams. In difficult times this is the offices and Villages, had been put forward at the beginning a major asset. of 2008. The most innovative have been tested out in “pilot” countries and Villages. The goal 2009 is to extend deployment SOCIAL DIALOGUE IN 2008 of actions that best meet the expectations of our current and A collective agreement, signed in June 2008, on the future GMs. organization of work and working time for GEs working in This ambitious project, focused on innovation, is making it French Villages supplemented the collective status for GE possible to involve all of the GOs and GEs at various levels, staff set up in 2006. Furthermore, a certain number of capitalizing on the decentralization of the business units. negotiations were carried out over the year, notably workforce planning and the organization of work for airport staff. Similarly, * A study led by the Internal Communications Department in talks are also underway with the European and international summer 2008 revealed the effectiveness of the unions (EFFAT and UITA) to extend the agreement on GE communications system implemented in-house in order to mobility in the Europe-Africa Region. The initial agreement, ensure participation and understanding for the project among dating from 2004, had made it possible to introduce mobility GOs and GEs: in-house magazine Profession GO, Magellan for GEs from Turkey to France during the winter seasons. The Blog, Magellan Panels in Villages, stopovers. highly positive feedback from this transnational mobility This study, despite a difficult global economic context, initiative led the business to consider extending it over the revealed that: long term and possibly to cover GEs from other countries in the Europe-Africa Region.

Table 2 - Geographical mobility of non-EU populations (welcomed in France) * Cabinet Occurrence. Survey carried out with a sample of nearly 400 village and office GOs

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Home countries for non-EU GEs MISSION HANDICAP ACTIVITIES Winter Summer Created in 2007, Mission Handicap is strongly involved in the 2007 2008 2007 2008 recruitment process. Turkey 100 120 0 0 Based purely on skills criteria, four members of staff recruited Tunisia 27 47 0 0 in 2007 are still with us, and 17 recruitments were carried out Morocco 68 104 45 46 in 2008.

The Mission Handicap structure has sought to become visible Home countries for non-EU GEs in internal training activities and awareness-building activities 2007 2008 (exhibitions, Earth From Above in Braille thanks to the Morocco 9 29 contribution of Yann Arthus Bertrand - photographer - and Alain Mikkli - optician, Les Déglingués from the Argos Senegal 11 14 association – cartoonists from various countries drawing Tunisia 6 16 disability, production of a monthly newsletter). Canada 3 6 United States 1 1 The creation of a Mission Handicap logo used for our Switzerland 10 communications has also increased exposure.

Israel 7 Turkey 2

COMBATING DISCRIMINATION: AVERROES Externally, an increased presence at job fairs for people with PROJECT CURRENTLY BEING FINALIZED or without disabilities, with a poster (“top image”) informing Since 2005 Club Méditerranée Averroes has participated in people about our commitment to recruiting disabled people. the project, which seeks to advance the debate on the We have been featured in various magazines and on radio practices of non-discrimination in businesses and public shows (“vivre FM”), and taken part in meetings outside of Club institutions. Club Méditerranée’s representative union Méditerranée to discuss our activities. organizations have been involved in the working groups as of We have also worked more closely with the purchasing its launch. Two studies have been carried out within Club Med, department to find long-term actions with work-based one focusing on potential gender-related discrimination, the assistance companies and organizations. other on the impact of the actual or assumed origins of employees on their career. The second section involved a Table 3 - Employment and integration of disabled workers patronymic review, based on a ranking of "potentially discriminating or non-discriminating” first names, in order to 2006 2007 2008 measure the gap between these two categories in terms of Number of beneficiary units 20,2 32,82 48 earnings and career development. Club Méditerranée is the Amount paid to AGEFIPH (€’000) 529 639 580 first French company to have carried out a study on such a scale, which also required authorization from the French data The figure for 2008 corresponds to the forecast for the end of protection agency (CNIL). The final report on the work from December at 29 October 2008. Since Club Med signed a the Averroes project was published at the end of 2008. three-year disability agreement in 2007, the amounts for AGEFIPH, the French agency responsible for facilitating the employment and retention of workers with disabilities, are kept as the Mission Handicap budget. If the budget has not been fully used up by the end of this three-year period, the additional amount will be paid on to AGEFIPH.

SOCIAL DATA

Table 4 - Payroll

in € millions 2006 2007 2008 Employee benefits expense 148 156 167

Club Méditerranée SA’s payroll has increased steadily over the last few years (+5% from 2006 to 2007 and +6% from 2007 to 2008). The strongest increases in terms of payroll have primarily been seen on seasonal staff (GO and GE).

B-70 Registration Document 2008

Table 5 - Compensation for male and female staff (excluding Executive Committee) Gross average monthly wages 31/10/2007 31/10/2008 Men Women Men Women Executives: head office and offices 3,991.62 3,322 4,125.07 3,401.22 Employees: head office and offices 1,915.75 1,830.2 2,003.77 1,873.60 Permanent executives: Village 2,865.02 2,590.4 2,906.06 2,639.81 Permanent supervisors: Village 2,055.95 1,896 2,111.20 1,965.53 Permanent employees: Village 1,741.06 1,636.1 1,793.78 1,683.33 Seasonal supervisors: Village 1,914.5 1,941 1,990.67 1,730.50 Seasonal employees: Village (GO) 1,417.18 1,379.2 1,509.96 1,431.54 Executives: head office and offices (GE) 1,428.58 1,433.5 1,480.46 1,490.33

The compensation gap between men and women has narrowed for Village supervisors and executives.

Table 6 - Change in the workforce and economic impacts on employment 1 Nov 2006 to 31 Oct 2007 1 Nov 2007 to 31 Oct 2008 Average headcount for CMSA and GOs 4,035 4,266 transferred outside of France Employees: head office 433 428 Executives: head office 544 553 Permanent employees: Village 243 222 Seasonal employees: Village GO 1,753 1,863 Seasonal employees: Village GE 732 863 Permanent supervisors: Village 167 159 Seasonal supervisors: Village 11 7 Executives: Village 152 171 Number of hires on permanent contracts 85 149 Executives 31 58 Supervisors 12 25 Employees 42 66 Number of hires on fixed-term contracts 10,449 12,556 Executives 11 14 Supervisors 28 21 Employees 7,442 9,037 GE 2,968 3,484 Economic lay-offs 3 0 Executives 1 0 Supervisors 0 0 Employees 2 0 GE 0 0 Layoffs for other reasons 218 246 Executives 37 37 Supervisors 6 5 Employees 93 102 GE 82 102 External workforce IT providers 51 49 Temps (full-time equivalents) 10 9.9

The human resources and community data published in this The number of new hires has increased significantly: +75% on document's tables concern Club Méditerranée SA in France permanent contracts and +20% on fixed-term contracts. This (including GOs transferred and expatriated outside of France) has had an impact on the average monthly headcount, which for the period from 1 November 2007 to 31 October 2008 increased by 6% between 2007 and 2008. (unless otherwise indicated). At the height of the season, this scope represents 25% of the global workforce and over 50% of the permanent global workforce.

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Table 7 - Outsourced activities 2008 total (CMSA Main outsourced activities in 2008 Villages, subsidiaries COMMUNITIES: RESPECTING, (over €1 million) and head office - CONTRIBUTING, BUILDING APPRECIATION €’000) Ski school 12,883 In 2008, Club Méditerranée continued implementing its policy Maintenance 9,352 in relation to host communities. IT services 5,400 The highlights over the year were as follows: Accommodation 4,778 Linen 4,484 RESPECT AND INVITATION TO RESPECT Fixed + security subcontracting 2,785 External services 2,671 Through the fight against the sexual exploitation of children in Spa 1,822 tourism

From one year to the next, the Club always outsources the - The partnership with ECPAT was renewed in 2008, with same types of activities. Those with the traditionally with the 116,000 joint Club Méditerranée–ECPAT leaflets sent out highest costs are: Ski school, maintenance, accommodation to the homes of French customers traveling to sensitive and linen. countries, between October 2007 and September 2008

Table 8 - Organization of work - In terms of prevention in the field, the support of two Horaire hebdomadaire moyen en vigueur associations helping street children in Marrakech depuis le 1er janvier 2000 (Morocco) and Thiès (Senegal) has been continued.

Siège de Paris, Lyon 35h Through the Responsible Tourist Charter Agences de voyages 35h Villages en France 35h - In 2008, a charter was drawn up to raise awareness on respect for local hosts, the local environment and

culture, and the local economy; since summer 2008, The Paris and Lyons head offices and the agencies have been the Village’s Discovery Area has been displaying and covered by a working time agreement since 1999. The Paris distributing it to all GMs going on excursions, in all the and Lyons head offices operate on a working week of 37 African and European Villages. In 2009, it will be ramped hours and 30 minutes and benefit from 12 days off in lieu as up to cover Asia and the Americas. well as two extended weekends for public holidays over the - Several versions have been drawn up, in light of the year. In practice, overtime is not counted at these sites. In the specific features of the host countries, their cultures and French Villages, GOs and GEs are entitled to time off their issues; for each version, they are available in both corresponding to the increases acquired for time worked English and French. between 35 and 39 hours.

CONTRIBUTION TO LOCAL DEVELOPMENT

Through local employment

The vast majority of jobs created at Club Méditerranée are local.

Proportion of local jobs in Villages

. At 31 August 2005 2006 2007 2008

Local jobs GO/GE 73.30% 74.70% 73.60% 74.64%

International jobs GO/GE 26.70% 25.30% 26.40% 25.36%

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Through the development of employability: training and mobility and GEs

The strengthening of skills and development of employability for local staff (majority of GEs, primarily working in hotel services, maintenance and catering professions) represents a priority for the Group.

GE development Assessments carried out in Villages 2005 2006 2007 2008 Number of GE assessments carried out 12,476 12,228 11,804 9,548 % of GE positions assessed 71% 70% 68% 52%

Training for GEs on postings 2005 2006 2007 2008 % of GEs trained up 16.20% 19.10% 20.40% 21.88%

Professional mobility 2005 2006 2007 2008 % of GEs having changed departments 5.30% 4.70% 5.20%

% of GEs having worked in another country outside of their home country 10% 11.70% 10.40% 8.90%

Through local purchases Through transfers of know-how

The vast majority of material goods purchased throughout the For example, the “filtering garden”-based environmentally- year for a Village are acquired from suppliers in the country friendly sewage treatment plant set up with Phytorestore in where it is located (the rate has remained stable at around Albion (Mauritius) in 2007 has been able to be seen in 90% on average between 2007 and 2008). operation by numerous businesses and public bodies, which While part of these purchases, which cannot currently be has contributed to the rapid development of this technique, evaluated, represent imports by the local supplier, this rate particularly in Asia. reflects the Club Med’s commitment to work as much as possible with local partners, producers or otherwise Through support for the creation of very small businesses: distributors. This commitment represents a key focus for the Partnership signed with AGRISUD procurement policy. In 2008, the Group's commitment to playing an active role in the economic development of the regions where it is based Through the prevention of counterfeiting was confirmed again in July, with the signature of a Since it believes that counterfeiting is in total contradiction with partnership agreement between Club Méditerranée and healthy and sustainable local development, by encouraging AGRISUD, the international solidarity association that has illegal work, stifling the country's economic development, been working for sustainable development in countries of the curbing local creation and avoiding all social and South since 1986, combating poverty through the creation of environmental standards, Club Méditerranée has chosen to very small family businesses. get involved in the fight against this blight, signing a This partnership aims to promote economic and social ties partnership in June 2007 with the UNIFAB manufacturers between Club Med Villages and their environment by union, a French anti-counterfeiting organization grouping supporting the creation of viable and sustainable very small together more than 400 businesses. businesses close to Club Méditerranée Villages in countries of In 2008, a pilot operation was therefore launched at the the South. Marrakech Village, based on two sections: Club Méditerranée is committed to financing research and - Raising awareness among teams and customers on the support projects in six Villages over three years, for a total of various issues at stake with counterfeiting €180,000.

- Phase 1 of the study looking into possibilities for More than contributing: Solidarity with the Club Méditerranée developing alternative economic activities. This second Foundation section has been carried out jointly with the NGO AGRISUD. The Club Méditerranée Foundation, which is committed to promoting staff volunteering for solidarity missions and the recycling of all Club Med® equipment and materials that are useful for associations, celebrated its 30th anniversary in 2008. 2,037 GO® volunteers are currently working through this

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Foundation, with their participation 17,118 hours of ENVIRONMENTAL MANAGEMENT volunteering, including 10,963 on working time. These figures have declined because of a different counting system and the Organization and reporting adaptation of managers to this new software application. In 2008: This anniversary year was marked by the eighth global snack - A position has been created for an Energy Mission event, welcoming some 5,000 children around the world, as Manager within the Europe-Africa Technical Department well as a further special day for the Petits Princes association, in order to optimize actions in these areas making it possible to raise €40,000 in donations, the opening of a sports school for orphaned children in Agadir, and the - The deployment of the environmental reporting and continued development of Foundation Espaces, focused on steering tool Tech Care has been stepped up; by the end GMs. of October, it covered:

- 80 sites (100% of Villages) and 110 active users for OPENNESS TO THE COUNTRY AND INVITATION the information collection campaigns TO DISCOVERY - 1,000 water-energy meters at 50 Villages for the In 2008, the overhauling of the Découverte product has paid meter management module (specific development off: various changes, including more personalized tours, a for Club Méditerranée, enabling fine-grained dedicated range of holidays for families, and a clearer and consumption management) more attractive segmentation, have enabled a 22% increase in the number of GMs going to discover host countries on tours, Ecolabeling for sites in groups of never more than 24 people. The Opio Club Med Village, in the Alpes-Maritimes, was The same trend can be seen on excursions departing from awarded the European Ecolabel for Tourist Accommodation in Villages, with bespoke excursions developed, actions pursued March 2008. Today, it is the only holiday Village in France to to invite GMs on discoveries, further strengthened through the have received this certification, which assesses more than 80 distribution of the Responsible Tourist Charter (cf. Respect stringent environmental management and performance criteria. and invitation to respect – With the Responsible Tourist Charter). GM departures are also trending up, with a 6% This ecolabel5 represents the only valid environmental label at increase in net income per hotel day on Villages in Europe– European level, certified by an independent body (in France: Africa–Antilles, as well as an increase in the level of AFNOR). It certifies that the facility is committed to protecting satisfaction, with excursions representing the activity with the the environment, more specifically applying an efficient energy, strongest improvement in satisfaction over summer 2008. water and waste management policy, valuing the site and raising awareness among both staff and customers. ENVIRONMENT: PROTECTING, VALUING Furthermore, four Villages from the North American Region In 2008, Club Méditerranée continued with its general policy embarked on a Green Globe 21 certification process in 2008. and the various actions launched in previous years concerning the environment4. The highlights over the year were as follows: RAISING CUSTOMER AWARENESS

“Among all the pleasures in the World, there is the pleasure of ENVIRONMENTAL CONSTRUCTION protecting the World…”: This is the tagline adopted for The distribution of high-quality environmental (HQE) project addressing GMs in Villages and inviting them to take management assistance has continued on all new ecological measures throughout their stay. The achievements construction projects, and a framework partnership agreement in this area in 2008 include: has been drawn up in order to structure it. - Eco signs, a set of tools for raising team and customer A project has been launched with the Green Affair consultancy awareness and a series of standards aimed at firmly to draw up specific environmental construction guidelines for establishing each person's environmental actions, were the Club Med. drawn up and tested out in 2008 and are now being deployed. Club Méditerranée has also continued to take part in various innovation projects: solar energy-based desalination, water - The responsible tourist charter distributed in the savings on golf courses: See paragraph ”Water" below) Discovery Areas (see Communities section, “Respect and invitation to respect”), and accessible on Club Med’s commercial site, has a strong focus on recommended behaviors in order to protect the resources and

4 Further information on www.clubmed.net/corporate 5 Further information on www.eco-label.com

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ecosystem in the country being visited as much as Turtle protection program (Cancun, Cherating Beach) possible. Coral nursery and re-establishing of young corals when diving - An informative and educational pathway on the Albion with customers (Bora Bora) “filtering gardens” (environmentally-friendly water Photo presentation, video with explanations on marine treatment plant) will be set up in 2009. biodiversity and its fragility (Kani) - A partnership has been established with the Information on tree species and organic cultivation concerning Méditerranée 2000 association, following an initial the management of the network of sites (Vittel) experience at Opio in Provence, in order to train up Mini Club Med GOs on developing activities for children to Proposed participation in the operation to clean up the discover nature and the environment. neighboring beach (Kabira, Kani)

- At Columbus and Turquoise, a diving program focused Creation of a garden of senses (Opio, Sahoro, etc.) on the protection of species and respect for nature has Explanatory maps with information on how to behave in been set up in partnership with Beautiful Oceans. relation to monkeys at the site (Cherating Beach)

Examples of actions to raise customer awareness

Raising public awareness and working with the university on biodiversity in Brazil's Atlantic Forest, made up of protected WATER species: cedars, breadfruit, jackfruit (Ixtapa). Equipment such as flow-rate regulators or drop-by-drop Diving program in partnership with Beautiful Oceans focused watering systems, as well as a daily monitoring of on the protection of species, respect for nature and customer consumption levels, represents some of the standards making awareness (Columbus, Turquoise) it possible to optimize water consumption.

Water: Facilities

Table 1: Villages equipped with water saving systems in 2008

Scope: 90% of the Villages in operation worldwide (% of Villages concerned) Europe-Africa Asia-Pacific Americas World Flow-rate regulators 83% 78% 60% 79% Pressure reducers 70% 56% 70% 68% Watering timers 73% 67% 50% 67% Drop-by-drop watering 74% 44% 40% 62% Water saving toilet flush systems 60% 33% 30% 52% Granule pot washers 38% 0% 10% 29% Villages with 2 of these facilities 94% 78% 70% 88% Wastewater recycling onsite 19% 67% 40% 29% Re-use of recycled water by STEP 89% 100% 100% 95% Source: survey of 67 Villages out of 74 open in winter 2007/2008 or summer 2007 Basis: 2008 data for 64 Villages and 2007 data for three Villages

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Water: Consumption

Table 2: Water consumption (including golf courses) in 2008

Scope: 97% of the Villages in operation worldwide Presentation based on the recommendations from the IPD Environment Code Water consumption (m3) Europe-Africa Asia-Pacific Americas World Change 08 vs. 07 Cold water purchased (m3) 2,408,381 488,822 1,018,789 3,915,992 +2% Hot water purchased (m3) 19,946 10,505 16,324 46,775 Well/pumped water (m3) 2,003,387 225,688 382,177 2,611,252 Osmosed/desalinated water (m3) 87,762 150,991 - 238,753 Primary water 4,519,476 876,006 1,417,290 6,812,772 -2% Primary water/THD* 0.576 0.568 0.586 0.577 -5% Recycled water purchased (m3) 4,500 58,090 72,477 135,067 Not recorded CM recycled water (m3) 304,342 227,206 112,065 643,613 Not recorded Total water 4,828,318 1,161,302 1,601,832 7,591,452 Total water/THD* 0.615 0.752 0.662 0.643

* THD: Total hotel days (customers + staff living onsite)

a shortage of water resources. It has been involved in the Water: waste system's conception since the start of the project. In 2008, Water recycling is common practice in the Villages, notably it offered an opportunity to test out the first prototype in those with green areas, which reuse virtually all of their treated the field, at its Opio Village in Provence. water for watering. Treatment plants are systematically built - Water savings management: In 2008, tests were carried when there are not any satisfactory water treatment facilities out in the Opio Village on new procedures for training up available locally, particularly for Villages in remote areas or teams and raising customer awareness on washing areas without any infrastructures. Nearly one out of every towels, as well as sheets for suites, and they are set to three Villages has its own treatment plant, and 95% of them be rolled out throughout the Group. recycle their water.

The policy for restricting the use of pesticides and fertilizers ENERGY (see the Biodiversity section below) also helps control In summer 2008, an action to raise team awareness on discharges into the water tables. energy savings, based on concrete actions and measures, was launched in Europe-Africa, then ramped up to include the Water: Pilot actions carried out in 2008 other regions, with, in Asia and America, challenges in order - Water savings on golf courses in arid countries: in Agadir, to rally the teams around this initiative. after investing in the modernization of its watering The Tech Care reporting system, whose deployment was systems since 2006, the Group has been carrying out a developed in 2008, is enabling a more effective management pilot experiment since 2008: Different types of seed, soil and calculation of CO2 emissions. structure and irrigation network positioning are currently being looked into with a view to setting up a latest In addition, a test has been launched in the three Villages in generation watering management system making it the Americas Region with a goal to improve the efficiency of possible to optimize water use. key tags.

- Solar energy-based desalination: Since 2007, Club Lastly, an audit with a focus on light sources in Villages has Méditerranée has also been partnering a European been launched with a view to optimizing equipment; it will be research project on solar energy-based seawater spread over at least two years. desalinization (DeSoL program), looking to find sustainable sources of supplies for countries affected by

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Energy: Villages equipped with energy saving systems in 2008

Table 3: Villages equipped with energy saving systems in 2008 Scope: 92% of the Villages in operation worldwide

(% of Villages concerned) Europe-Africa Asia-Pacific Americas World Use of low-energy bulbs 88% 100% 100% 91% Air conditioning speed regulators 69% 100% 80% 76% Centralized/building technical management IT systems 61% 33% 50% 56% Separate networks for external security and landscape lighting 51% 67% 60% 55% Use of "key tags" in rooms for GMs 37% 89% 70% 49% Timed lighting 35% 78% 70% 46% Air-conditioner heat recovery 19% 44% 40% 28% Electric heater switches (1) 33% 0% 0% 25% Occupancy sensor (communal area) 18% 33% 20% 21% Air discharge heat recovery 27% 0% 0% 19% Air conditioner switches(1) 18% 0% 20% 15% Kitchen cold unit heat recovery 10% 0% 0% 7% Villages with 5 of these facilities 37% 70% 78% 47% (1) Air conditioning or heating automatically switched off if a window is opened Source: survey of 68 Villages out of 74 open in winter 2007/2008 or summer 2007 Basis: 2008 data for 65 Villages and 2007 data for three Villages

Energy: consumption

Table 4: Energy consumption and CO2 emissions in 2008 Scope: 97% of the Villages in operation worldwide Presentation based on the recommendations from the IPD Environment Code Taking into account the emission factors recommended by Ademe (excluding EDF) Accounting for the carbon intensity of electrical production for each CAIT country (including France)

Change Energy consumption EAF ASIA AMERICAS WORLD /2007 Electricity purchased (kWh) 134,495,794 3,660,732 61,643,125 233,799,651 Fuel oil (liter) 2,734,050 4,201,185 495 810 7,431,045 Heavy fuel oil (kg) 622,704 - - 622,704 Natural gas (m3) 2,743,230 - 86,480 2,829,710 LPG (kg) 1,887,970 328,203 1,360,242 3,576,415 Non-electrical energy (urban heat in kWh) 2,083,072 - - 2,083,072 Total energy consumed (kWh) 219,534,549 86,256,513 85,202,968 390,994,030 0% Total energy consumed (kWh)/THD (1) 28 56 35 33 -3% Total CO2 equivalent (ton) 69,137 36,936 34,532 140,605 -2% Total CO2 equivalent (kg)/THD (1) 9 24 14 12 -5% (1) THD = Total hotel days (customers + staff living onsite)

Absolute global energy consumption has remained stable, but is down in relation to the number of hotel days, while CO2 emissions have also been cut.

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Alternative energies

Table 5 – Alternative energies in 2008

Scope: 89% of the Villages in operation worldwide Europe- Energy Source (number of Villages) Asia-Pacific Americas World Change/2007 Africa Heat recovery from cold units and air 11 4 4 19 = conditioners Solar thermal 11 2 0 13 =

Heat pumps 4 1 0 5 + 2

Geothermal 1 1 -1 Solar panel surface area (m2) 4,011 142 - 4,153 Not recorded Energy provided by thermal solar (kWh) Not recorded 195,600 - Not recorded

Source: survey of 66 Villages out of 74 open in winter 2007/2008 or summer 2007 Basis: 2008 data for 63 Villages and 2007 data for three Villages 50% of Villages have an alternative energy source

The downturn on geothermal reflects the fact that the Kos Village was not in operation in 2008.

WASTE

The deployment of sorting continued in 2008; more specifically, efforts were made to identify collection channels in the Americas Region.

Table 6 – Selective waste collection, recycling and recovery

Scope: 93% of Villages worldwide % of Villages concerned using the channel when the channel is known Worl Waste type Europe-Africa Asia-Pacific Americas d Cooking fats 96% 100% 89% 95% Car batteries 89% 100% 80% 89% “Special” waste 83% 100% 75% 84% Glass 84% 100% 50% 81% Food waste (food, plates) 79% 100% 67% 81% Electric batteries 73% 100% 100% 78% Energy-efficient lamps 75% 100% 50% 76% Cardboard 75% 100% 25% 73% IT consumables 77% 60% 50% 72% Electric and electronic equipment waste 65% 100% 33% 64% Plastic bottles 61% 83% 20% 60% Metal cans 47% 100% 67% 55% Compostable food waste (peelings, etc.) 58% 67% 25% 53% Office paper 36% 80% 40% 42% Green waste (branches, leaves) 31% 56% 50% 39% News papers and magazines 36% 80% 17% 39% Source: survey of 69 Villages out of 74 open in winter 2007/2008 or summer 2007 Basis: 2008 data for 62 Villages and 2007 data for seven Villages

B-78 Registration Document 2008

- The purchasing policy: aimed at protecting BIODIVERSITY endangered species (see fish purchasing charter), Club Méditerranée’s biodiversity protection policy is based on: giving priority to organic products

- Reasonable management of green areas (see table - Raising customer awareness on the discovery and below) protection of nature: the actions in this area are described in the section on “Raising customer awareness”.

Table 7 – Biodiversity protection

Scope: 84% of Villages worldwide Europe- Asia- Indicators Africa Pacific Americas World % site coverage 17% 8% 23% 16% % area kept natural 31% 24% 19% 27% % Villages not using nitrogen fertilizers 70% 78% 90% 74% % Villages not using chemical pesticides on grounds 79% 56% 90% 77% Source: survey of 62 out of 74 Villages open in winter 2007/2008 or summer 2007 Basis: 100% of Villages = 2008 data

Actions for green space management Choice of appropriate plant species (in priority local and non-invasive) Contribution to the replanting of endemic species Elimination of preventative pesticide treatments and purely curative treatment in serious cases Elimination of chemical fertilizers giving priority instead to organic materials

Ban on herbicides giving priority instead to thermal treatments in Europe or manual weeding in countries where manpower is more accessible

Reduction of plant waste through shredding and recycling onsite

Incorporation of leaves into plant beds and development of mulching (spreading shredded cut plants): organic material, water saving by limiting evaporation, limiting weeds

Elimination of plastic bags by loading directly onto the tractors Integrated farming for the Opio olive grove in Provence, which produces an AOC class olive oil

TRANSPORTATION - To offset half of the CO2 emissions linked to trips for GOs from the Paris and Lyons head offices By working with companies that perform well on an environmental level, by offering alternative solutions to road - To invite its customers to offset the emissions linked to transport for all of its train accessible Villages, and by their trip when they book online * optimizing its use of chartered planes , Club Méditerranée is - committed to limiting the impacts linked to the transportation of To support this approach, Action Carbone was chosen as vacationers and staff. a partner, a program launched by the GoodPlanet.org association, chaired by Yann Arthus-Bertrand and However, while it may have a dedicated CO2 emissions backed by the French energy efficiency and reduction policy on the part of the product over which it has environmental agency (ADEME). control (the running of its Villages), the Group is aware that it Action Carbone selects and supports concrete projects cannot apply the same approach for transportation. This is to reduce greenhouse gases in developing countries. why it has also chosen: This enables both individuals and businesses to calculate their emissions and pay the corresponding amount to offset these emissions, through these projects.

* Occupancy rates for planes 10 points higher than the level used by the SNCF eco-comparison tool, for example

Registration Document 2008 B-79

SUPPLIERS: ENSURING A RESPONSIBLE RAISING TEAM AWARENESS PARTNERSHIP The sustainable purchasing training actions were continued in In 2008, the Group continued rolling out its responsible 2008, with advance training sessions for those in charge of * purchasing policy launched in 2006 and achieved progress in the approach, as well as initiatives to raise awareness and set certain areas: objectives for all purchasers, with the acquisition of 22 forms for each sector, making purchasers more aware of the CHOOSING MORE ENVIRONMENTALLY FRIENDLY essential sustainable development issues for their respective PRODUCTS product categories.

The “fish purchasing charter”, is aimed at removing In addition, a tool has been developed to raise awareness endangered species of fish from referenced products and limit among purchasers on the specific social and environmental purchases of overfished species, has continued and is now risks for each supplier country. applied in most countries. Similarly, the “wood purchasing Club Méditerranée’s purchasing policy is still clearly focused charter” aims to develop certified wood and look for on giving priority to local purchases and limiting flows of alternatives to non-certified tropical wood. goods between regions, looking to both strengthen the The papers retained for all of the 2009 brochures for contribution to local economic development and limit pollution European, the US and Canada are 100% recycled or certified linked to transportation. (PEFC for Europe). At the end of October 2008, Club Méditerranée’s purchasing The restrictive purchasing policy for pesticides has also policy was recognized by the industry, with its Chief Executive, continued to be applied (cf. section on the Environment and Wafik Azmi-Salib, nominated for the Purchasing Decision Biodiversity). Awards; these awards are intended to reward all businesses that have implemented an exemplary purchasing policy for On textile products, in addition to the growing presence of sustainable purchasing, supplier relations management and leading brand products in stores (Agnès B, Sonia Rykiel, innovation, purchasing quality and in-house customer Ralph Lauren, etc.) with safer production conditions (from 0% satisfaction, and the promotion of the purchasing function. in 2004 to over 40% in 2007), fair trade organic cotton (ECOCERT certification) has been chosen for producing one third of GO clothes for 2009.

For catering purchases, organic products are given priority, while a test for an organic vegetable buffet is underway at Vittel.

Objective for 2009: 3% of all purchases are eco-labeled.

* Further information at www.clubmed.net/corporate

B-80 Registration Document 2008

CONSOLIDATED FINANCIAL STATEMENTS

B-82 – CONSOLIDATED STATEMENTS OF B-109 – Note 15 – Pensions and other long- INCOME term benefits B-83 – CONSOLIDATED BALANCE SHEETS B-110 – Note 16 – Provisions B-84 – CONSOLIDATED CASH FLOW B-110 – Note 17 – Income taxes STATEMENT B-112 – Note 18 – Borrowings and other B-84 – CHANGE IN CONSOLIDATED NET interest-bearing liabilities DEBT B-115 – Note 19 – Financial instruments B-85 – CONSOLIDATED STATEMENT OF B-118 – Note 20 – Other liabilities CHANGES IN EQUITY B-118 – Note 21 – Employee benefits B-86 – NOTES TO THE CONSOLIDATED expense and number of employees FINANCIAL STATEMENTS B-118 – Note 22 – Operating income – B-86 – Note 1 – General information Management of assets B-86 – Note 2 – Summary of significant B-119 – Note 23 – Other operating income accounting policies, scope of consolidation and expense B-94 – Note 3 – Changes in scope of B-119 – Note 24 – Finance cost, net consolidation B-119 – Note 25 – Share of income of B-95 – Note 4 – Segment information associates B-97 – Note 5 – Goodwill and business B-119 – Note 26 – Earnings per share combinations B-120 – Note 27 – Notes to the consolidated B-98 – Note 6 – Divested operations cash flow statement B-100 – Note 7 – Intangible assets B-121 – Note 28 – Related party transactions B-101 – Note 8 – Property, plant and B-122 – Note 29 – Commitments and equipment contingencies B-102 – Note 9 – Non-current financial assets B-124 – Note 30 – Scope of consolidation at B-104 – Note 10 – Assets held for sale 31 October 2008 B-104 – Note 11 – Other receivables B-128 – STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL B-105 – Note 12 – Cash and cash equivalents STATEMENTS B-105 – Note 13 – Share capital and reserves B-129 – GROUP STRUCTURE AT 31 B-106 – Note 14 – Share-based payments OCTOBER 2008

Registration Document 2008 B-81

CONSOLIDATED STATEMENTS OF INCOME (in € millions) Notes 2007 2008 Revenue 4.2 1,410 1,494 Other income 9 8 Total income from ordinary activities 1,419 1,502 Purchases (574) (602) External services (300) (300) Employee benefits expense 21 (295) (312) Taxes other than on income (31) (31) EBITDAR – Leisure 219 257 Rent (136) (148) Depreciation and amortization expense (59) (65) Provision expense, net 1 (1) Operating income – Leisure 4.2 25 43 Operating income – Management of assets 22 2 (8) Other operating income and expense 23 (19) (25) Operating Income 4.2 8 10 Interest and related income (expense) on net debt (29) (29) Other financial income & expense 5 (4) Finance cost, net 24 (24) (33) Income/(loss) before tax (16) (23) Income tax 17.1 3 (11) Share of income of associates 9.1 & 25 1 1 Net income from continuing operations (12) (33) Results from discontinued operations 6.2 4 4 Net income from divested operations 6.2 31 Net income/(loss) (8) 2 - Attributable to equity holders of the parent (10) 1 - Minority interests 13.2 2 1

(in €)

Basic earnings/(loss) per share 26 (0.55) 0.04 Diluted earnings/(loss) per share 26 (0.55) 0.04 Basic earnings/(loss) from continuing operations 26 (0.76) (1.77) Diluted earnings/(loss) per share from continuing operations 26 (0.76) (1.77)

In accordance with IFRS 5 “Current assets held for sale and discontinued operations”, the consolidated income statement for 2007 has been restated for divested operations in 2008. The net income from these businesses is presented on a separate line of the income statement under “Net income from discontinued operations”.

B-82 Registration Document 2008

CONSOLIDATED BALANCE SHEETS

ASSETS

(in € millions) Notes 31 October 2007 31 October 2008

Goodwill 5 108 32 Intangible assets 7 83 53 Property, plant and equipment 8 841 919 Non-current financial assets 9 86 89 Total fixed assets 1,118 1,093 Deferred tax assets 17.2 30 30 Non-current assets 1,148 1,123 Inventories 22 33 Trade receivables 86 58 Other receivables 11 142 116 Cash and cash equivalents 12 108 152 Current assets 358 359 Assets held for sale 10 87 45 Total assets 1,593 1,527

EQUITY AND LIABILITIES

(in € millions) Notes 31 October 2007 31 October 2008

Share capital 77 77 Additional paid-in capital 563 563 Retained earnings/(deficit) (201) (206) Net income/(loss) for the year (10) 1 Equity attributable to shareholders 13.1 429 435 Minority interests 13.2 61 59 Equity 490 494 Pensions and other long-term benefits 15 27 26 Borrowings and interest-bearing liabilities 18 408 260 Other liabilities 20 43 54 Deferred tax liabilities 17.2 64 61 Non-current liabilities 542 401 Provisions 16 24 23 Borrowings and interest-bearing liabilities 18 36 187 Trade payables 184 145 Other liabilities 20 186 157 Customer prepayments 131 120 Current liabilities 561 632 Total equity and liabilities 1,593 1,527

Registration Document 2008 B-83

CONSOLIDATED CASH FLOW STATEMENT

(in € millions) Notes 2007 2008 Cash flows from operating activities Net income/(loss) (8) 2 Adjustments for:

Depreciation, amortization and provisions 27.1 56 74 Share of income of associates (1) - Disposal (gains) and losses, net (11) (50) Finance cost, net 26 34 Income tax (3) 11 Other (2) 4 Change in working capital (20) 9 Cash generated from operations, before tax and interest 37 84 Income taxes paid (6) (14) Cash flows from operating activities 31 70 Cash flows from investing activities Acquisitions of non-current assets (2) 27.2 (104) (127) Acquisitions of equity interests, net of cash acquired (3) 27.2 (4) (1) Sale of operations, net of cash (4) 27.3 107 Proceeds from disposals of non-current assets 27.3 65 26 Cash flows from investing activities (43) 5 Free cash flow (12) 75 Cash flows from financing activities Proceeds from long-term borrowings 94 9 Repayments of long-term borrowings (127) (17) Interest expenses paid (5) (16) (24) Increase (decrease) in short-term bank loans 5 4 Dividends paid and other 2 1 Cash flows from financing activities (42) (27) Effect of changes in exchange rates on cash and cash equivalents and other (3) (4) Net increase/(decrease) in cash and cash equivalents (57) 44 Cash and cash equivalents at beginning of period 12 165 108 Cash and cash equivalents at end of period 12 108 152

(1) Including charges to (releases from) short-term provisions considered as accrued expenses. (2) Net of government grants. (3) Including €4 million in cash acquired in 2007. (4) Including €24 million in cash disposed of. (5) As of fiscal 2008 interest expenses are presented in the financial flows related to financing transactions. The 2007 cash flow statement has been restated to present comparable data.

CHANGE IN CONSOLIDATED NET DEBT

(in € millions)

Notes 2007 2008 Net debt at beginning of period 18.1 (294) (336) Decrease/(increase) in net debt (42) 41 Net debt at end of period 18.1 (336) (295)

B-84 Registration Document 2008

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in € millions) Retained Equity Additional Number of Share Treasury earnings/(deficit) attributable Minority Total paid-in shares capital shares and net to interests equity capital income/(loss) shareholders At 31 October 2006 19,358,005 77 562 (10) (170) 459 55 514 Gains/(losses) on cash flow hedges (4) (4) (4) taken to equity Revaluation of available-for-sale 10 10 10 financial assets Translation (31) (31) 2 (29) adjustments Income and expenses (25) (25) 2 (23) recognized directly in equity Net income/(loss) for (10) (10) 2 (8) the year Total recognized income and (35) (35) 4 (31) expense for the period Share-based 2 2 2 payments (Purchases) and sales of treasury (1) (1) (1) shares Exercise of stock 3 3 3 options Capital Increase 12,700 1 1 3 4 Dividends (1) (1) At 31 October 2007 19,370,705 77 563 (8) (203) 429 61 490 Gains/(losses) on cash flow hedges 1 1 1 taken to equity Revaluation of available-for-sale (8) (8) (8) financial assets Translation 12 12 (2) 10 adjustments Income and expenses 5 5 (2) 3 recognized directly in equity Net income/(loss) for 1 1 1 2 the year Total recognized income and 6 6 (1) 5 expense for the period Share-based 2 2 2 payments (Purchases) and sales of treasury (2) (2) (2) shares Capital Increase 7,200 Dividends (1) (1) At 31 October 2008 19,377,905 77 563 (10) (195) 435 59 494

Registration Document 2008 B-85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 October 2008

NOTE 1. GENERAL INFORMATION - Recognition of non-amortized actuarial gains and losses on long-term benefit obligations at the transition date. Club Méditerranée SA is a société anonyme (joint stock corporation) governed by the laws of France. Its registered The following standards, revised standards and office is at 11, Rue de Cambrai, 75957 Paris Cedex 19, interpretations adopted by the European Union were France. Club Méditerranée shares are traded on the Euronext applicable as from 1 November 2007: Paris First Market and are included in the SBF 120 index. - Amendment to IAS 1: Capital Disclosures.

The consolidated financial statements include the financial - IFRS 7: Financial Instruments: Disclosures. statements of Club Méditerranée SA and its subsidiaries (“the Group”), and associated companies. The Company’s fiscal - IFRIC Interpretation 11: Group and Treasury Share year covers the twelve-month period ending 31 October. The Transactions. subsidiaries’ financial statements cover the same period and These standards, revised standards and interpretations did are prepared using the same accounting policies. not have a material impact on the consolidated financial The Group is one of the world’s leading providers of all- statements for 2008. The impact of IFRS 7 on disclosures is inclusive vacation packages and also operates in related detailed in Notes 18 and 19. businesses (tour operating, fitness clubs and leisure and The Group decided not to early adopt any standards, revised entertainment complexes). The tour operating and fitness club standards or interpretations applicable in accounting periods businesses were sold in 2008. (see Note 6) commencing after 31 October 2008. These include:

The consolidated financial statements for the year ended 31 Standards, revised standards and interpretations applicable October 2008 were approved by the Board of Directors on 10 as from 1 November 2008: December 2008. All amounts are expressed in millions of euros, unless otherwise specified. - IFRIC Interpretation 12: Service Concession Agreements. - IFRIC Interpretation 13: Customer Loyalty Programs.

- IFRIC Interpretation 14: IAS 19 – The Limit on a Defined NOTE 2. SUMMARY OF SIGNIFICANT Benefit Asset. ACCOUNTING POLICIES, SCOPE OF Standards, revised standards and interpretations applicable CONSOLIDATION as from 1 November 2009: - IFRS 8: Operating Segments. 2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The revised IAS 1: Presentation of Financial Statements

In accordance with European Council Regulation - Amendment to IAS 23: Borrowing Costs. 1606/2002/EC dated 19 July 2002, the consolidated financial - IFRIC Interpretation 15: Agreements for the Construction of statements for the year ended 31 October 2008 have been Real Estate. prepared in accordance with the International Financial Reporting Standards (IFRS), International Accounting As the Group has already opted to recognize borrowing costs Standards (IAS) and related interpretations adopted by the attributable to construction in the cost of assets, amendment European Union at that date. IAS 23: Borrowing Costs will not impact the Group’s financial statements. IFRIC Interpretations 12 and 14 are not In preparing its opening IFRS balance sheet at 1 November applicable to the Group’s operations. The practical 2004 (date of transition to IFRS) Club Méditerranée applied implications of applying these standards, revised standards the following options provided under IFRS 1: and interpretations, particularly IFRS 8, and their effect on the - No restatement of business combinations prior to the date of consolidated financial statements are currently being transition. assessed.

- Reclassification in retained earnings of accumulated translation differences as at 1 November 2004.

- Revaluation of certain property, plant and equipment at fair value on the transition date.

B-86 Registration Document 2008

2.1.1. MEASUREMENT METHODS APPLIED FOR THE 2.1.2. COMPARABILITY OF FINANCIAL STATEMENTS PREPARATION OF THE CONSOLIDATED FINANCIAL In fiscal 2008, the Group sold the Jet tours and Club Med STATEMENTS Gym businesses. Pursuant to IFRS 5, “Non-current assets The consolidated financial statements have been prepared on held for sale and discontinued operations”, the net income a historical cost basis, except for derivative financial generated by these businesses from 1 November 2007 until instruments and available-for-sale financial assets, which the date of sale at the end of July 2008 is presented on a have been measured at fair value. The Group opted to separate line of the income statement under "Net income from measure certain land and buildings at the IFRS transition date discontinued operations." at their fair value. In accordance with IFRS 5, the income from the sale of these The preparation of financial statements in accordance with operations is presented on a separate line of the income IFRS requires management to make certain estimates and statement. assumptions. These assumptions are determined on a going In order to present comparable data, the 2007 income concern basis according to the information available at the statement was also restated according to the same principles. time. At each period-end, assumptions and estimates may be revised to take into account any changes in circumstances or The impacts of the divestment of Jet tours and Club Med Gym any new information that has come to light. Actual results may on the balance sheet and the details of net income from differ from these estimates. The current economic climate divested operations by income categories are provided in complicates business forecasting and medium-term planning. Note 6. In the notes to the consolidated financial statements the In accordance with IFRS 5, the Group opted to disclose in Group has therefore stated the assumptions used and Note 6.3 the impact of operations discontinued on the cash outlined the results obtained from calculating the sensitivity of flow statement. There were no specific reclassifications these estimates to fluctuations. Estimates and assumptions therein. are used in particular:

- For non-current asset impairment tests, which are based on 2.1.3. FINANCIAL STATEMENTS PRESENTATION estimated future cash flows and assumptions concerning The consolidated income statement is presented in future growth rates and discount rates. The particularly accordance with the “nature of expense” method. difficult economic context of this fiscal year-end prevents any reference to fair value less costs to sell. Values in use are A) INCOME FROM ORDINARY ACTIVITIES based on estimated future cash flows and assumptions concerning future growth rates and discount rates. Given the Income from ordinary activities is recognized when it is reigning uncertainty over the economy, several scenarios probable that the economic benefits associated with the have been developed for changing cash flows. We have also transaction will flow to the Group and the amount of income tested sensitivity to changes in assumptions concerning can be measured reliably. Total income from ordinary growth rates and the weighted average cost of capital (WACC) activities includes: (Notes 5.3 and 8.2). Revenue - For the determination of provisions for claims and litigation. Revenue corresponds to amounts received on the sale of - For the determination of deferred taxes, particularly in goods and services by fully consolidated companies in the assessing the recoverability of deferred tax assets. normal course of business, and is recognized as follows: - Certain valuations that could directly impact the financial - Service revenues: land package revenues are recognized statements or the information provided in the notes to the over the period of service provision. Transport revenues are financial statements were established based on data or recognized on the travel date. Other operating revenues are values directly observable in the markets. As a result of the recognized in the period in which the transaction takes place. financial crisis, it has been necessary to adjust some data and specific information in the notes to the financial statements. - Sales of goods: revenue from the sale of goods is The areas most sensitive for the Group include the market recognized when the goods are delivered and the significant value of financial assets and liabilities disclosed in Note 19 risks and rewards of ownership are transferred to the buyer. and the calculation of the WACC (Notes 5.3 and 8.2). Other income

Other income mainly includes insurance settlements for business interruption losses as well as government grants recognized in accordance with the accounting methods described in Note 2.18.

Registration Document 2008 B-87

B) EBITDAR – LEISURE: 2.2. BASIS OF CONSOLIDATION

The performance of the Villages (owned or leased) is tracked All companies that are controlled by Club Méditerranée, internally based on the Leisure activities’ EBITDAR. directly or indirectly, are fully consolidated. Control is the direct or indirect power to govern the financial and operating C) OPERATING INCOME: policies of an entity so as to obtain benefits from its activities.

Operating income is broken down on the income statement Companies over which the Group exercises significant between: influence (“associates”) are accounted for by the equity method. - Operating income – Leisure, corresponding to all the income and expenses directly related to the Group’s Holiday Villages of Thailand, which is 49.21% owned, and operations. Pursuant to IFRS 5, in light of the sale of Jet tours Recreational Villages, 21% owned, are fully consolidated and Club Med Gym, Operating income – Leisure now covers because Club Méditerranée controls both according to IAS 27 only the operation of the Villages and Club Med World. criteria.

- Operating income – Management of assets, Société Martiniquaise des Villages de Vacances, which is corresponding to income and expenses related to the 10% owned, is also fully consolidated because the majority of management of real estate assets, and includes capital gains the associated risks are assumed by the Group. or losses on disposals of assets including securities related to Because the Group exercises significant influence on the real estate assets of our Villages, the costs related to new Financière CMG, 16.3% owned, this company’s shares are Village and development projects, and the costs of site accounted for by the equity method closures, whether definitively or temporarily for renovations. When a seasonal Village is closed for renovation, the costs Subsidiaries are consolidated from the acquisition date, incurred during the Village’s usual closing period continue to corresponding to the date on which control is transferred to be recognized under Operating income – Leisure. Operating the Group, until the date on which control ceases. The results income – Management of assets also includes impairment of consolidated subsidiaries acquired or divested during the charges as well as the results of property development. year are included in consolidated income from the acquisition date or up to the divestment date. - Other operating income and expense, corresponding to restructuring costs, claims and litigation, the impact of natural All intra-group balances and transactions, income and disasters and credit card costs (merchant fees). expenses are eliminated in full in consolidation, together with the profits included in the carrying amount of assets acquired D) FINANCE COST, NET in intra-group transactions.

This item includes: The list of consolidated companies and the consolidation methods applied are presented in Note 30. - Interest expense and income on the financial assets and liabilities that make up net debt, presented on a separate line 2.3. FOREIGN CURRENCY TRANSLATION on the income statement.

Other interest expense and income includes: 2.3.1. TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN SUBSIDIARIES - Discounting adjustments to provisions for pensions and other long-term benefit obligations; The consolidated financial statements are presented in euros. The financial statements of independent subsidiaries whose - Gains and losses on derivative instruments; functional currency is not the euro are translated into euros by - Exchange gains and losses, net; the closing rate method, as follows:

- Dividends received from non-consolidated companies; - Balance sheet items are translated at the closing exchange rate at the balance sheet date. - Impairment charges on financial assets; - Income statement and cash flow statement items are - The sale of securities in companies unrelated to our Villages. translated at the average rate for the period.

The resulting translation adjustments are recognized as a separate component of equity, under “Translation reserve”.

The financial statements of companies that are not independent from the parent, Club Méditerranée S.A., are translated into euros using the historical rate method, as follows:

B-88 Registration Document 2008

- Non-current assets and the corresponding amortization and For business combinations not achieved in stages, minority depreciation charges are translated at the historical rate, interests in the identifiable assets and liabilities of the corresponding to the exchange rate on the transaction date; acquired entity are also measured at fair value.

- Monetary assets and liabilities are translated at the closing 2.4.2. CHANGES IN MINORITY INTERESTS rate; In the accounting treatment of changes in minority interests, - Income statement items (other than amortization and the Group has chosen to apply the following method: depreciation charges) and cash flow statement items are translated at the average rate for the period. Purchases of additional minority interests result in goodwill, this being the difference between the consideration paid and The resulting translation adjustments are recorded in “Finance the relevant share acquired of the carrying amount of non- cost, net”. revalued net assets of the subsidiary.

2.3.2. TRANSACTIONS IN CURRENCIES OTHER THAN Transactions that reduce the Group’s interest in an entity THE FUNCTIONAL CURRENCY (without loss of control) are treated as a sale of interests to minority shareholders, and the resulting impact is recorded in Exchange differences on monetary assets and liabilities that the income statement. are an integral part of the Group’s net investment in a consolidated foreign operation are accumulated in equity until The revised version of IFRS 3 – Business Combinations, to the foreign operation is sold or liquidated. be adopted by the European Commission, specifies that changes in minority interests should be recognized directly in The same accounting treatment applies to monetary items equity and would thus have no impact on income. internal to the Group that are receivable from or payable to a foreign operation for which settlement is neither planned nor 2.4.3. INTANGIBLE ASSETS likely to occur in the foreseeable future, as these items are considered as representing, in substance, part of the Group’s Intangible assets consist mainly of the Jet tours brand, sold in net investment in the foreign operation. 2008, lease premiums and software. Purchased intangible assets are carried at cost less accumulated amortization and 2.3.3. OPTION SELECTED BY THE GROUP ON FIRST- any accumulated impairment losses. TIME ADOPTION OF IFRS Intangible assets are analyzed to determine whether they In accordance with IFRS 1 – First Time Adoption of IFRS – have a finite or indefinite life. Based on this analysis, the Jet cumulative translation adjustments arising on the translation tours brand and lease premiums in France have been of the financial statements of foreign subsidiaries were reset qualified as having an indefinite life. Consequently, they are to zero at 1 November 2004 by adjusting opening retained not amortized but are tested for impairment at least once a earnings. Any gains or losses on subsequent disposals of year and whenever events or circumstances indicate that their foreign subsidiaries will exclude translation differences that recoverable amount may be less than their carrying amount, arose before 1 November 2004. in accordance with the policy described in Note 2.7 “Impairment of assets”.

All other intangible assets (software and licenses) are qualified as having a finite life and are amortized over their 2.4. BUSINESS COMBINATIONS, GOODWILL AND estimated useful life. The main useful lives are as follows: INTANGIBLE ASSETS

2.4.1. BUSINESS COMBINATIONS AND GOODWILL Financial information system 3 to 15 years Business combinations recorded prior to 1 November 2004 Marketing system 3 to 24 years have not been retrospectively restated in accordance with Other software 3 to 8 years IFRS. Other intangible assets 3 to 10 years Business combinations carried out since that date are accounted for by the purchase method, by measuring the These useful lives are reviewed at each year-end and assets acquired and liabilities and contingent liabilities adjusted if necessary. The adjustments are treated as a assumed at their fair value at the date of the combination. change in accounting estimates and are made prospectively.

The excess of the cost of the business combination over the Intangible assets with a finite life are tested for impairment Group’s interest in the net fair value of the identifiable assets, whenever there is an indication that their recoverable amount liabilities and contingent liabilities of the acquired entity at the may be less than their carrying amount (see Note 2.7 date of the combination is recognized as goodwill. “Impairment of assets”).

Registration Document 2008 B-89

2.5. PROPERTY, PLANT AND EQUIPMENT FINANCE LEASES

At the IFRS transition date (1 November 2004), certain land Finance leases that transfer substantially all the risks and and buildings were measured at fair value in accordance with rewards of ownership of the assets to the Group are initially the option available under IFRS 1. recognized in the balance sheet at amounts equal to the fair Property, plant and equipment are measured using the cost value of the leased asset or, if lower, the present value of the model, and are therefore stated at cost less accumulated minimum lease payments, each determined at the inception of depreciation and any accumulated impairment losses. Cost the lease. Lease payments are apportioned between the corresponds to the asset’s purchase or production costs plus finance charge and the reduction of the outstanding liability. the directly attributable costs of bringing the asset to the The finance charge is allocated to each period during the location and condition necessary for it to be capable of lease term so as to produce a constant periodic rate of operating in the manner intended. Production cost includes interest. Finance charges are recorded directly in the materials and direct labor, as well as borrowing costs that are statement of income. directly attributable to the construction or production of the Assets under finance leases are depreciated over their asset. estimated useful life. However, if there is no reasonable Property, plant and equipment are depreciated on a straight- certainty that the Group will obtain ownership by the end of line basis over their estimated useful lives. Villages are the lease term, they are fully depreciated over the shorter of expected to be used throughout their useful life and the lease term and their useful life. depreciation is therefore calculated without deducting any residual value. Useful lives are reviewed at each year-end OPERATING LEASES and adjusted if necessary. The adjustments are treated as a Leases that do not transfer substantially all the risks and change in accounting estimates and are made prospectively. rewards of ownership to the lessee are classified as operating The individual parts of each item of property, plant and leases. Lease payments under operating leases are equipment are recognized separately when their estimated recognized as an expense on a straight-line basis over the useful life is different from that of the asset as a whole. lease term.

2.7. IMPAIRMENT OF ASSETS The main useful lives are as follows: 2.7.1. PROPERTY, PLANT AND EQUIPMENT AND Groundworks, foundations and structures 50 years DEPRECIABLE INTANGIBLE ASSETS Roof structures and coverings 30 years External and internal walls 25 years 25 years These assets are tested for impairment whenever there is an Utility installations (plumbing, electricity, indication that their recoverable amount may be less than heating, etc.) 20 years their carrying amount. Indications of impairment include:

Fixed hotel equipment 15 years - Evidence that an asset’s physical condition has deteriorated Fixtures and fittings (joinery, wall and floor beyond the effects of normal wear and tear. coverings, windows, etc.) 10 years Other 3 to 10 years - Plans to discontinue or restructure the operation to which the Property, plant and equipment are tested for impairment asset belongs. whenever there is an indication that their recoverable amount - Evidence that the asset’s economic performance is worse may be less than their carrying amount (see Note 2.7 than expected. “Impairment of assets”). - Changes in the economic or legal environment, leading to a Property, plant and equipment held under finance leases that significant decline in the asset’s market value. transfer substantially all the risks and rewards of ownership of the assets to the lessee are recognized as assets. The Group has determined that each Village represents a separate cash-generating unit (“CGU”). Impairment tests are 2.6. LEASES therefore performed Village by Village, whenever there is an indication that their recoverable amount may be less than Leases are classified as either finance leases or operating their carrying amount. leases based on the substance of the transaction. Recoverable amount corresponds to the higher of the Village’s fair value less costs to sell and its value in use.

Fair value is estimated based on independent valuations or earnings multiples. Value in use is determined by estimating discounted future cash flows directly attributable to the Villages which are expected to be derived from the asset.

B-90 Registration Document 2008

Future cash flows are estimated based on a three-year business plan, by extrapolating projections based on a growth 2.8. AVAILABLE-FOR SALE FINANCIAL ASSETS rate for subsequent periods and the present value of the AND OTHER FINANCIAL ASSETS assets concerned at the end of their useful lives. Financial assets are classified in four categories in The discount rate used is determined based on weighted accordance with IAS 39, as follows: average cost of capital (WACC). This is a post-tax rate - Financial assets at fair value through profit or loss; applied to post-tax cash flow projections. The recoverable amounts obtained using this method are the same as those - Held-to-maturity investments; that would be obtained by applying a pre-tax discount rate to - Loans and receivables; pre-tax cash flow projections as required by IAS 36. - Available-for-sale financial assets. If the carrying amount of a Village’s assets is greater than the Village’s recoverable amount, an impairment loss is recorded Financial assets are initially recognized at cost, corresponding for the difference. Impairment losses may be reversed in to the fair value of the consideration paid plus directly subsequent periods if the conditions that led to their attributable transaction costs. Their subsequent measurement recognition have changed. depends on their classification.

Financial assets at fair value through profit or loss are 2.7.2. GOODWILL AND INTANGIBLE ASSETS WITH classified in current assets and measured at fair value, with INDEFINITE USEFUL LIVES changes in fair value recognized in “Finance cost, net”. In accordance with IAS 36 – Impairment of Assets, goodwill Derivative instruments are included in this category, except and intangible assets with an indefinite life are tested for for the portion representing an effective hedge in a impairment annually and whenever there is an indication that designated hedging relationship. their recoverable amount may be less than their carrying Held-to-maturity investments and loans and receivables amount. are measured at amortized cost, determined by the effective For impairment testing purposes, goodwill is allocated to the interest method, less any accumulated impairment losses. cash-generating unit (CGU) to which it relates. The CGUs Gains and losses are recognized in the income statement. used by the Group are based on the groups of assets used to Held-to-maturity investments are financial assets with fixed or organize its businesses and analyze their results. Goodwill determinable payments and a fixed maturity. At each period- related to Village operations is allocated and analyzed by end, the recoverability of loans is assessed and an region (see Note 4 “Segment information”). Goodwill related impairment loss is recognized if their recoverable amount is to the other businesses (tour operating, Club Med Gym, etc.) less than their carrying amount. was tested for impairment at the level of these businesses Other financial assets are classified as available-for-sale until 2007. financial assets and measured at fair value. Gains and Impairment tests are based on recoverable amounts losses arising on remeasurement at fair value are recognized estimated by reference to market multiples (to determine directly in equity until the asset is sold. The fair value of listed estimated fair value less costs to sell) and discounted cash securities corresponds to their market value. The fair value of flows (to determine estimated value in use). Cash flow unlisted securities corresponds to their estimated value in use, projections for subsequent periods are estimated by determined using the most appropriate financial criteria for the extrapolating the projections over a five-year period based on issuer’s specific situation. When there is objective evidence of a three year operational plan, a growth rate to perpetuity and a prolonged decline in the fair value of an available-for-sale the present value of the assets concerned at the end of their financial asset, the cumulative loss that had been recognized useful lives. directly in equity is transferred from equity to the income statement. Investments in non-consolidated companies are When the CGU’s recoverable amount determined by the classified as available-for-sale financial assets. above methods is less than the carrying amount of its assets, an impairment loss is recognized to write down the CGU to 2.9. NON-CURRENT ASSETS HELD FOR SALE recoverable amount, defined as the higher of value in use and fair value less costs to sell. Impairment losses are recorded in In accordance with IFRS 5, non-current assets and groups of priority against any goodwill allocated to the CGU. non-current assets (disposal groups) are classified as held for sale when their carrying amount will be recovered principally Estimates of recoverable amounts are based on assumptions through a sale transaction rather than through continuing use. concerning Village occupancy rates, normative investment This is considered to be the case when (i) the asset (or rates, growth rates for the region or the business, perpetual disposal group) is available for immediate sale in its present growth rates and discount rates. condition; (ii) management has initiated a plan to sell the asset (or disposal group); and (iii) the sale is highly probable.

Registration Document 2008 B-91

Non-current assets (and disposal groups) classified as held with the obligation. The increase in discounted provisions due for sale are measured at the lower of their carrying amount to the passage of time is recognized in “Finance cost, net”. prior to reclassification and fair value less costs to sell. They are not depreciated. 2.14. PENSIONS AND OTHER LONG-TERM BENEFITS Non-current assets held for sale and the related liabilities are presented on separate lines of the balance sheet. Group employees are covered by various plans providing for the payment of supplementary pensions, length-of-service 2.10. INVENTORIES awards and other long-term benefits in line with the laws and practices in the Group’s host countries. A description of the Inventories are measured at the lower of cost, calculated by main plans is provided in Note 15. the weighted average cost method, and net realizable value. Net realizable value is the estimated selling price in the POST-EMPLOYMENT BENEFITS ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the Defined contribution plans sale. Contributions to government plans and other defined For the property development business, costs attributable to contribution plans are recognized as an expense for the each construction project are recorded as property period in which they are due. No provision is recorded as the development inventory and recognized in income after Group’s obligation is limited to its contributions to the plan. marketing as the construction advances.

Should the forecast at the end of a contract anticipate a loss, Defined benefit plans it is recognized immediately as a contract loss regardless of Obligations under defined benefit plans are measured by the the state of construction. projected unit credit method. This method involves the use of long-term actuarial assumptions concerning demographic 2.11. TRADE AND OTHER RECEIVABLES variables (such as employee turnover and mortality) and Trade receivables are recognized and measured based on financial variables (such as future increases in salaries and the initial invoice amount. A provision is recorded when there discount rates). These variables are reviewed each year. is objective evidence of impairment. Bad debts are written off Actuarial gains and losses – corresponding to the effect of when it is certain they will not be recovered. changes in actuarial assumptions on the amount of the obligation – are recognized as explained below. These gains 2.12. CASH AND CASH EQUIVALENTS and losses represent assets or liabilities to be amortized.

Cash and cash equivalents are held to meet the Group’s short-term cash needs. They include cash at bank and in The interest cost, corresponding to the increase in the hand, short-term deposits with an original maturity of less than obligation due to the passage of time, is recognized in three months and money-market funds that are readily “Finance cost, net”. convertible into cash. Cash equivalents are defined as short- term, highly liquid investments that are readily convertible into Treatment of actuarial gains and losses known amounts of cash and which are subject to an Actuarial gains and losses arising on post-employment insignificant risk of changes in value. benefits are recognized in income by the corridor method, applied separately to each individual plan. Under this method, 2.13. PROVISIONS actuarial gains and losses are recognized in the statement of Provisions are recognized when the Group has a present income when cumulative unrecognized gains and losses obligation (legal or constructive) as a result of a past event, it exceed the greater of 10% of the present value of the defined is probable that an outflow of resources embodying economic benefit obligation and 10% of the fair value of plan assets. benefits will be required to settle the obligation and a reliable The portion of actuarial gains and losses that exceeds the estimate can be made of the amount of the obligation. 10% corridor is recognized in income over the average remaining service lives of plan participants. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, for In accordance with the option provided under IFRS 1, example under an insurance policy, the reimbursement is unamortized actuarial gains and losses as of 1 November recognized as a separate asset when, and only when, it is 2004 have been recognized in equity. virtually certain that reimbursement will be received. The provision expense is recorded in the income statement, net of any expected reimbursement. Where the effect of the time value of money is material, provisions are discounted using a pre-tax discount rate that reflects any specific risks associated

B-92 Registration Document 2008

of the obligation at maturity), discounted at the market interest Past service cost rate on the issue date for debt instruments with the same characteristics in terms of maturity and cash flows but without Past service cost is the increase in the present value of the a conversion option. The value of the equity component defined benefit obligation resulting from changes to post- represents the difference between the nominal amount of the employment benefits or other long-term benefits. Past service issue and the fair value of the liability component. cost is recognized as an expense over the average period until the benefits become vested. If the benefits are already Issue costs are allocated to each component pro rata to their vested, past service cost is recognized immediately. respective carrying amounts. The difference between interest expense determined by the effective interest method and the Curtailments and settlements interest actually paid is added to the carrying amount of the liability, so as to increase the carrying amount over the life of Gains or losses on the curtailment or settlement of defined the debt to the amount payable at maturity to settle the benefit plans are recognized when the curtailment or obligation if the bonds are not converted. settlement occurs. The gain or loss on a curtailment or settlement comprises any resulting change in the present 2.16.2. OTHER FINANCIAL LIABILITIES value of the defined benefit obligation and any related actuarial gains and losses and past service cost that had not Other financial liabilities are measured at amortized cost using previously been recognized. the effective interest method, including issue costs and issue and redemption premiums. 2.15. DEFERRED TAXES 2.17. DERIVATIVE FINANCIAL INSTRUMENTS AND In accordance with IAS 12 – Income Taxes, deferred taxes HEDGING INSTRUMENTS are recognized for temporary differences between the carrying amounts of assets and liabilities and their tax bases, 2.17.1. MEASUREMENT OF DERIVATIVE FINANCIAL as well as on tax loss carry forwards, by the liability method. INSTRUMENTS Deferred tax assets are recognized for deductible temporary differences to the extent that it is probable that taxable Derivative financial instruments are initially recognized at their income will be available against which the deductible fair value on the date when the Group becomes a party to the temporary difference can be utilized. The carrying amount of contractual provisions of the contract. They are subsequently deferred tax assets is reviewed at each period-end. measured at fair value. Derivative instruments with a positive fair value are recognized as an asset and derivative The carrying amount of deferred tax assets is reviewed at instruments with a negative fair value are recognized as a each period-end. Tax assets and tax liabilities are offset when liability. the Group has a legally enforceable right to set off the recognized amounts, they relate to income taxes levied by the 2.17.2. HEDGE ACCOUNTING same taxation authority and the Group intends to settle on a net basis. The Group uses financial instruments to optimize its borrowing costs and to hedge budgeted future net cash flows Income tax expense is recognized in the income statement, in foreign currencies. Derivative instruments are used by the except when it relates to items recognized directly in equity in Group as part of its cash flow hedging strategy, to hedge the which case it is also recognized in equity. Group’s exposure to fluctuations in exchange rates. No interest rate hedges have been set up and the Group does 2.16. BORROWINGS AND OTHER FINANCIAL not implement any fair value hedging strategy. LIABILITIES Cash flow hedges are hedges of the exposure to variability in Borrowings and other financial liabilities are initially cash flows that is attributable to a particular risk associated recognized at fair value, adjusted for directly attributable with a recognized asset or liability, or a highly probable transaction costs. They are subsequently measured at forecast transaction, or a firm commitment. amortized cost, using the effective interest method. The effective portion of changes in the fair value of cash flow 2.16.1. OCEANES (BONDS CONVERTIBLE INTO NEW OR hedges eligible for hedge accounting is recognized directly in EXISTING SHARES) equity and reclassified into “Finance cost, net” in the period when the firm commitment or future transaction affects profit The Group’s debt includes two convertible bond issues or loss. The ineffective portion is recognized in “Finance cost, (OCEANEs). These financial instruments comprise both a net”. liability component and a conversion option recognized as an equity component. If the forecast transaction is no longer expected to occur, the cumulative gain or loss recognized directly in equity is The component classified as a financial liability is measured reclassified immediately into “Finance cost, net”. If the at the present value of the future contractual cash flows hedging instrument no longer meets the criteria for hedge (including interest, redemption premiums and the settlement

Registration Document 2008 B-93

accounting and the forecast transaction is still expected to occur, the cumulative gain or loss recognized directly in equity 2.22. EARNINGS PER SHARE remains recognized in equity until the forecast transaction Basic earnings per share correspond to net income occurs. In both cases, the derivative instrument is classified attributable to equity holders divided by the weighted average as a financial instrument at fair value through profit or loss number of shares outstanding during the period, net of and subsequent changes in fair value are recognized in treasury shares. “Finance cost, net”. Diluted earnings per share take into account dilutive potential The Group’s financial risk management policy is presented in ordinary shares, corresponding in the Group’s case to stock Note 19. options and convertible bonds.

2.18. GOVERNMENT GRANTS The average number of dilutive potential shares corresponding to stock options is determined by the treasury Government grants are recognized when there is reasonable stock method. The calculation only includes options that are assurance that the conditions attached to them will be met in the money (i.e. options whose exercise price is lower than and that the grants will be received. Grants that are intended the average Club Méditerranée share price for the period). to compensate costs are recognized as income over the The exercise price is increased by the fair value of the periods necessary to match them with the related costs that services remaining to be received, determined in accordance they are intended to compensate, on a systematic basis. with IFRS 2. Government grants related to assets are initially recognized as deferred income (other non-current liabilities) at fair value For convertible bonds, income attributable to shareholders is and subsequently recognized under “Other income” over the adjusted for the interest paid on the bonds, net of tax. This useful lives of the assets concerned. adjusted income is then divided by the average number of shares that would be issued assuming conversion of all the 2.19. COST OF ADVERTISING AND PROMOTION outstanding bonds. Potential ordinary shares corresponding to bond conversions are included in the calculation only if they The costs of advertising and promotion are recognized when are dilutive. they are made available to the Group:

- for commercials, upon their delivery, NOTE 3. CHANGES IN SCOPE OF

- for purchase of advertising space, at the time of the ad’s first CONSOLIDATION appearance. Number of Full Equity 2.20. SHARE-BASED PAYMENTS consolidated Total consolidation method companies In accordance with IFRS 2, the benefit granted to employees in the form of stock options and stock purchase plans is Scope of consolidation at 31 115 7 122 recognized as an expense over the vesting period October 2007 (corresponding to the period up to the start date of the Newly consolidated 4 1 5 exercise period). The cost of these plans – corresponding to companies the fair value of the employee services rendered, determined Liquidations using the Black & Scholes option pricing model – is Disposals (12) (1) (13) recognized in employee benefits expense with a Mergers (7) (7) corresponding increase in equity. This cost is adjusted based Change in 1 (1) on the actual number of options that will be exercisable at the consolidation method start of the exercise period. In accordance with the transitional Scope of provisions of IFRS 2, only options granted after 7 November consolidation at 31 101 6 107 2002 that had not yet vested at 1 November 2005 were October 2008 recognized and measured at the IFRS transition date. Five companies were consolidated for the first time in fiscal 2.21. TREASURY SHARES 2008: - Club Méditerranée South Africa (Proprietary) Ltd was All Club Méditerranée shares held by the Group, for whatever incorporated on 18 January 2008. purpose, are recorded as a deduction from consolidated equity at cost. No gain or loss is recognized in the income - Club Med Services India Private Limited was incorporated statement on the purchase, sale, issue or cancellation of on 28 August 2008. equity instruments issued by the Group. - Club Med Villas and Chalets Management was incorporated on 16 October 2008.

B-94 Registration Document 2008

- Club Méditerranée Services was incorporated on 30 October NOTE 4. SEGMENT INFORMATION 2008. 4.1 BUSINESS SEGMENTS - Acquisition of 16.3% of outstanding shares in Financière CMG on 25 July 2008. The Company is accounted for by the Following the sale of Jet tours and Club Med Gym, the equity method due to the Group’s significant influence on it. analysis by business segment is no longer relevant. Accordingly, geographical region becomes the primary These changes in scope of consolidation did not have a segment of analysis for the purposes of IAS 14 “Segment material impact on the consolidated financial statements. Information”. Seven companies were merged during the period: The Group’s three geographical segments are: - Sun Cancun I, Sun Cancun II, Sun Ixtapa I and Sun Ixtapa II - The Europe-Africa segment, comprising the countries of were merged into CM Sales in 5 November 2007. Europe, the Middle East and Africa. - Profotur SA de CV merged into Ixtapa Srl on 27 November - The Americas segment, comprising the countries of North 2007. and South America and the West Indies. - Club Méditerranée Croisières et Tourisme merged into Club - The Asia segment, comprising the countries of Asia and Méditerranée SA on 30 November 2007. Oceania. - Sunport Property Corporation merged into the Sandpiper Geographical segments can correspond to the location of Resort Property on 17 March 2008. customers and, therefore, to the region where the vacations Thirteen companies were sold: are sold. These segments are qualified as outbound zones. Alternatively, geographical segments may correspond to the - Club Med Gym and its subsidiaries Club Med Gym location of assets, in which case they are qualified as inbound Corporate and Edifit were sold on 25 July 2008. zones. - Jet tours and its subsidiaries Jet Marques, Jet Loisirs, Jet Segment assets include goodwill, intangible assets and Eldo, Jet Eldo Tunisie, FST, Jet Eldo Maroc and Austral property, plant and equipment, non-current assets held for Lagons were sold on 5 August 2008. sale, and current assets other than cash and cash equivalents - Jet Stim was sold on 5 June 2008. and tax receivables.

- Club Med Côte d’Ivoire was sold on 30 October 2008. Segment liabilities include provisions – other than provisions for taxes – and other liabilities, with the exception of Change in consolidation method: borrowings and other interest-bearing liabilities, which are - The Group signed a memorandum of understanding and an included in net debt. option to purchase 75% of the outstanding shares in Albion

Development Limited (ADL) in late July 2008, giving the Group control of ADL, which is fully consolidated from that date. (see Note 5.2.1)

4.2. INFORMATION BY GEOGRAPHICAL SEGMENT

REVENUE (OUTBOUND ZONES)

(in € millions) 31 October 2007 31 October 2008 Europe-Africa 1,055 1,148 Americas 188 181 Asia 167 165 Total 1,410 1,494

Europe-Africa revenue includes €35 million in recharges to divested operations in 2007 and €26 million in 2008. It also includes €9 million Club Med World revenue in 2007 and €10 million in 2008.

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Revenue in France came to €728 million in fiscal 2008 (€668 million in fiscal 2007). (in € millions) Depreciation, amortization and Fiscal 2007 Operating income – Leisure Operating income impairment Europe-Africa 17 13 (29) Americas (2) (16) (17) Asia 10 11 (6) Total 25 8 (52)

(in € millions) Depreciation, amortization and Fiscal 2008 Operating income – Leisure Operating income impairment Europe-Africa 32 14 (38) Americas (3) (13) (21) Asia 14 9 (11) Total 43 10 (70)

(1) Depreciation, amortization and impairment excludes the amortization of divested operations (see Note 6 for details).

SEGMENT INFORMATION BY CONTRIBUTION (LOCATION OF ASSETS AND LIABILITIES)

(in € millions) 31 October 2007 31 October 2008 Segment Capital Segment Segment Capital Segment assets liabilities expenditure(1) (2) assets liabilities expenditure(1) (2) Europe-Africa 765 449 66 651 380 80 Americas 445 111 33 446 108 33 Asia 159 35 8 158 37 9 Total 1,369 595 107 1,256 525 122

(1) Excluding government grants.

(2) Europe-Africa capital expenditure does not include Club Med Gym and Jet tours businesses, which came to €5 million for 2007 and €2 million for 2008.

RECONCILIATION OF SEGMENT ASSETS AND LIABILITIES TO THE AMOUNTS REPORTED IN THE BALANCE SHEET: (in € millions) 31 October 31 October 2007 2008 Segment assets 1,369 1,256 Non-current financial assets 86 89 Deferred tax assets 30 30 Cash and cash equivalents 108 152 Total assets 1,593 1,527 Segment liabilities 595 525 Equity 490 494 Borrowings and interest-bearing liabilities 444 447 Deferred tax liabilities 64 61 Total equity and liabilities 1,593 1,527

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NOTE 5. GOODWILL AND BUSINESS COMBINATIONS AND IMPAIRMENT TESTS

5.1. ANALYSIS (in € millions) 31 October 2007 31 October 2008 Net Net Villages – Europe-Africa 20 26 Tour operating (Jet tours) 39 - Club Med Gym 43 - Europe-Africa 102 26 Villages – Americas 2 2 Villages – Asia 4 4 TOTAL 108 32

Changes in goodwill were as follows: (in € millions) Net At 31 October 2006 103 Changes in scope of consolidation(1) 6 Other (1) At 31 October 2007 108 Divested operations(2) (82) Other changes in scope of consolidation(3) 6 At 31 October 2008 32

(1) Goodwill arising on the Quotidien Voyages acquisition.

(2) Details of the disposals of the Jet tours and Club Med Gym operations and the impact on the Group’s financial statements are provided in Note 6.

(3) Goodwill arising on the ADL acquisition (See Note 5.2.1).

5.2. BUSINESS COMBINATIONS 5.2.2. ACQUISITIONS 2007

5.2.1. ACQUISITIONS 2008 ACQUISITION OF QUOTIDIEN VOYAGES (AUSTRAL In late July 2008, the Group signed a memorandum of LAGONS) understanding with Orascom, its partner in Albion On 15 May 2007, Jet tours acquired the entire capital of Development Limited (“ADL”), giving it control as well as most Quotidien Voyages. Specialized in island vacations, this of the future economic risks and benefits of the Company. company operates under the name Austral Lagons. Under this agreement, the Group has an option to purchase 75% of the outstanding shares in this company – in which the The assets acquired and liabilities and contingent liabilities Group already held a 25% stake – for the price of €4 million. assumed in 2007 were: The agreement includes a purchase price adjustment clause (in € millions) in the amount of €2 million. The present value of the amounts Trade receivables 5 payable under the option (€5 million) was recognized in the Other receivables 1 cost of business combinations involving loans. ADL has been Cash and cash equivalents 4 fully consolidated at 100% as from 1 August 2008. The Trade payables and other current (8) goodwill arising on the acquisition came to €6 million. The liabilities Fair value of acquired assets and assets and liabilities acquired at the acquisition date were not 2 assumed liabilities significant. Goodwill 6 Acquisition cost 8 Acquisition cost, net of cash 4 acquired

Registration Document 2008 B-97

in use. Value in use is determined by the discounted cash 5.3. IMPAIRMENT TESTS OF GOODWILL AND flows method described in Note 2.7 “Impairment of assets”. INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIVES Following the sale of Club Med Gym and Jet tours businesses, the value of intangible assets to be tested decreased Goodwill is allocated to cash-generating units (CGUs), which significantly, from €140 million in 2007 to €41 million in 2008. correspond to the Villages in each geographical segment (and to Jet tours and Club Med Gym until 2007). Impairment tests The assumptions used for impairment tests on the CGUs to are systematically conducted once a year. The principles which material goodwill and non-depreciable intangible assets underlying these tests are described in Note 2.7 “Impairment have been allocated are as follows: of assets”. : The recoverable amount of the main CGUs to which material goodwill has been allocated is calculated based on their value

(in € millions and %) 2007 2008

(1) Discount Perpetual growth (1) Discount Perpetual growth CGU Net Net rate rate rate rate Villages – Europe-Africa 29 7.00% 2.20% 35 7.50% 2.20% Villages - Americas 2 7.00% 2.20% 2 7.50% 2.20% Villages - Asia 4 7.00% 2.20% 4 7.50% 2.20% Tour operating (Jet tours) 62 7.00% 2.20% NA NA NA Club Med Gym 43 7.00% 2.20% NA NA NA Total assets to be evaluated 140 41 (1) Goodwill and intangible assets with indefinite useful lives allocated to the CGU.

In the current economic climate, the 2008 tests were done for changes in the discount rate (1%) and perpetual growth rate (- each of the regions of Europe-Africa, Asia, and the Americas 1%). on the basis of: The values in use resulting from these sensitivity analyses - a revised 2009 budget that takes into account the remains above the value of assets tested. anticipated effects of a deteriorating economy and financial Based on the results of the impairment tests performed in sector and of the key actions implemented by management. fiscal 2006 and 2007, no impairment losses were recognized Perpetual growth rates are those applied to the terminal value; on goodwill or intangible assets with indefinite useful lives. - and an assumption of economic recovery allowing attainment, within the business plan’s timeframe, of the medium-term forecasts made by the Group before the onset of the crisis. NOTE 6. DIVESTED OPERATIONS The 2008 discount rate was determined based on a weighted average cost of capital which takes into account a debt ratio, 6.1. DESCRIPTION OF DISPOSALS a beta value, and an average equity risk based on historical 6.1.1. SALE OF THE CLUB MED GYM BUSINESS data. On 25 July 2008, the Group sold its stake in Club Med Gym No impairment loss was recorded on the basis of assumptions SA to Financière CMG for €74 million. At the time of sale the and the scenarios tested during the impairment tests Club Med Gym Group held cash and cash equivalents in the conducted in 2008 on the CGUs to which goodwill has been amount of €12 million. allocated. Club Méditerranée granted Financière CMG a vendor loan of The Group performed sensitivity analyses of values in use for €13 million at an interest rate of 6% until November 2016. various future cash flow scenarios for fiscal years 2010 to 2014, Considering the likelihood that the economic recovery The Group intends to maintain a significant influence on the will occur more gradually than in a baseline scenario, the Club Med Gym business, and thus purchased a 16.3% stake Group performed sensitivity analyses on utility values with in Financière CMG for €1 million and underwrote a Financière respect to various future cash flow scenarios for the years CMG convertible bond issue for €3 million. 2010 to 2014. It also tested the sensitivity of these values to

B-98 Registration Document 2008

The share of capital gains less acquisition costs 6.1.2. SALE OF THE JET TOURS BUSINESS corresponding to the percentage holding in Financière CMG, On 5 August 2008, the Group sold its shares in Jet tours SA or 16.3%, was deferred as deferred income in the amount of for €70 million. Net cash at the date of transfer amounted to €4 million. The capital gain less acquisition costs and the almost €10 million. The capital gain less costs to sell came to deferred share comes to €17 million. €14 million.

6.1.3. ASSETS AND LIABILITIES OF DIVESTED OPERATIONS ON THE DATE OF SALE (in € millions) Jet tours Club Med Gym Total Goodwill 39 43 82 Intangible assets 26 2 28 Other intangible assets 3 21 24 Deferred tax assets (4) 6 2 Trade receivables 27 7 34 Other receivables 5 3 8 Cash and cash equivalents 12 12 24 Total assets of divested operations 108 94 202 Non-current liabilities 1 1 Trade payables 35 6 41 Borrowings and interest-bearing liabilities 2 2 Other liabilities 4 36 40 Customer prepayments 11 11 Other current liabilities 1 2 3 Total liabilities of divested operations 54 44 98 Net assets sold 54 50 104 Price of sale 70 74 144 Costs (2) (3) (5) Deferred gains (4) (4) Capital gain on sale of assets 14 17 31

6.2. NET INCOME FROM DISCONTINUED OPERATIONS

In accordance with IFRS 5, net income on discontinued operations includes:

- Income produced by these operations from 1 November 2007 to the date of their disposal in late July for the year 2008 and over the entire fiscal year for 2007.

- The capital gains and losses on disposals during the period in which operations were divested. (in € millions) 2007 2008 Revenue 317 278 Purchases (191) (174) External services (61) (52) Employee benefits expense (37) (30) Taxes other than on income (3) (2) EBITDAR – Leisure 25 20 Rent (12) (10) Depreciation and amortization expense (5) (4) Operating income – Leisure 8 6 Other operating income and expense (2) Operating Income 6 6 Finance cost, net (2) (2) Net Income From Discontinued Operations 4 4 Gains on disposals of discontinued operations 31

Registration Document 2008 B-99

6.3. IMPACTS OF DISCONTINUED OPERATIONS ON GROUP CASH FLOWS

In accordance with IFRS 5, the impact of the divested operations on cash flow for the period, including cash flow to the date of disposal, by type of flow, is as follows:

(in € millions) 2007 2008 Cash flows from operations 17 (2) Cash flows used in investing activities (9) (2) Cash flows from financing activities (4) Impact of variation in cash flows from discontinued operations 8 (8)

NOTE 7. INTANGIBLE ASSETS

(in € millions) Other Brands and Lease Assets under Software intangible Total licenses premiums construction assets Cost at 31 October 2006 28 112 18 6 4 168 Accumulated amortization (3) (80) (3) (3) (89) Net at 31 October 2006 25 32 15 3 4 79 Acquisitions 5 4 9 Amortization for the period (7) (7) Impairment 1 1 Reclassifications and other 5 (4) 1 Cost at 31 October 2007 28 119 18 6 4 175 Accumulated amortization (3) (83) (3) (3) (92) Net at 31 October 2007 25 36 15 3 4 83 Acquisitions 2 4 6 Amortization for the period (7) (1) (8) Sale of Jet tours operations (23) (2) (1) (26) Sale of Club Med Gym (1) (1) (2) operations Reclassifications and other 3 (3) 0 Cost at 31 October 2008 4 117 17 6 4 148 Accumulated amortization (3) (85) (3) (4) 0 (95) Net at 31 October 2008 1 32 14 2 4 53

Intangible assets with indefinite useful lives amounted to €9 million in 2008, versus €32 million in 2007. In 2007 these assets essentially included the Jet tours brand (€23 million) which was acquired in a business combination. Based on the results of the annual impairment tests, no impairment losses have been recognized in relation to these assets (see Note 5.3).

Provisions include provisions for Club Med Gym and Jet tours until their date of sale in the amount of €1 million.

B-100 Registration Document 2008

NOTE 8. PROPERTY, PLANT AND EQUIPMENT

8.1. ANALYSIS

(in € millions) Other property, Buildings and Assets under Land Equipment plant and Total fixtures construction equipment Cost at 31 October 2006 224 858 150 130 48 1,410 Accumulated depreciation (1) (377) (94) (79) (551) Net at 31 October 2006 223 481 56 51 48 859 Acquisitions 34 20 8 39 101 Disposals (30) (12) (2) (1) (45) Amortization for the period (33) (13) (9) (55) Impairment reversal 6 6 Translation adjustments (6) (14) (2) (3) (25) Reclassifications 37 8 1 (46) Cost at 31 October 2007 188 846 158 132 38 1,362 Accumulated depreciation (1) (347) (91) (82) (521) Net at 31 October 2007 187 499 67 50 38 841 Acquisitions 32 14 5 67 118 Disposals (2) (2) Changes in scope of consolidation Divested operations (16) (3) (1) (1) (21) Amortization for the period (39) (15) (9) (63) Impairment reversal Change in assets held for sale 32 4 1 (1) 36 Translation adjustments 3 5 2 10 Reclassifications 57 13 1 (71) Cost at 31 October 2008 223 934 177 130 32 1,496 Accumulated depreciation (1) (394) (99) (83) (577) Net at 31 October 2008 222 540 78 47 32 919

FISCAL 2008

The year’s capital expenditure mainly concerned the Villages of Gregolimano (€20 million), Punta Cana (€20 million), La Pointe aux Canonniers (€14 million), Ixtapa Pacific (€8 million), Tignes Val Claret (€5 million), Bali (€4 million) and the Club Med 2 (€7 million).

Provisions include provisions for Club Med Gym and Jet tours (€3 million) and for Villages closed (€2 million), recognized under Operating income – Management of assets.

Translation adjustments resulting in an increase in asset values were primarily related to the US dollar and the Dominical peso.

FISCAL 2007

The year’s capital expenditure mainly concerned the Villages of La Pointe au Canonniers (€16 million), Ixtapa Pacific (€11 million), La Plagne 2100 (€6 million), Cancún Yucatan (€6 million), La Caravelle (€5 million), Opio en Provence (€5 million), Villars-sur- Ollon (€4 million), and Punta Cana (€4 million).

In addition, the Da Balaïa Village was sold and leased back at the end of April.

The improvement in Village indicators led the Group to remeasure the value of certain impaired Villages. These remeasurements gave rise to a €6 million impairment reversal recognized under Operating income – Management of assets.

Translation adjustments resulting in a reduction of asset values were primarily related to the U.S. dollar and Mexican peso.

The decrease in asset value related to translation adjustments primarily due to the US dollar and Mexican peso..

Registration Document 2008 B-101

8.2. OTHER INFORMATION

Property, plant and equipment break down as follows by geographical segment: (in € millions) 31 October 2007 31 October 2008 Depreciation, Depreciation, Cost amortization and Net Cost amortization Net provisions and provisions Europe-Africa 633 (295) 338 649 (287) 362 Americas 480 (110) 370 595 (176) 419 Asia 182 (74) 108 237 (101) 136 Sub-total Villages 1,295 (479) 816 1,481 (564) 917 Tour operating (Jet tours) 5 (3) 2 0 0 0 Club Med Gym 48 (28) 20 0 0 0 Club Med World 14 (11) 3 15 (13) 2 Total 1,362 (521) 841 1,496 (577) 919

Given the mixed results in 2008 on certain assets in the Americas, impairment tests were performed on some Villages in the region. The discount rate of 7.5% corresponds to the weighted average cost of capital determined by the method described in 5.3.

Cash flows were determined on the basis of revised 2009 budget forecasts and an 2010 business plan inflated until the end of the asset’s useful life. The final value did not include a perpetuity growth rate.

The tests performed found no impairment loss on these Villages.

Assets held under finance leases amounted to €4 million at 31 October 2008 (unchanged from 2007 October ).

Finance lease obligations at 31 October 2008 stood at €3 million (against €4 million at 31 October 2007).

At 31 October 2008, property, plant and equipment worth €133 million had been given as collateral, versus €113 million at 31 October 2007. The increase corresponds to work done at the Pointe aux Canonniers Village and the Club Med 2. The corresponding obligations amounted to €101 million in 2008 and €95 million in 2007. In 2008, loans were set up secured by mortgages and liens on the assets of the Club Med 2 cruise ship, the Cancún Yucatán Village and the Pointe aux Canonniers Village.

Borrowing costs related to the financing of capital expenditure during the construction period were registered under capital costs in fiscal 2008 and totaled €0.5 million.

NOTE 9. NON-CURRENT FINANCIAL ASSETS

(in € millions) 31 October 2007 31 October 2008 Investments in associates 27 29 Available-for-sale financial assets 18 7 Other non-current financial assets 41 53 Total 86 89

9.1. INVESTMENTS IN ASSOCIATES (in € millions) Changes in scope of 31 October 2007 Net income 31 October 2008 consolidation and other Sviluppo Turistico per Metaponto (Italy) 7 7 SPFT - Carthago 11 1 12 Club Med Albion Resorts 4 4 Financière CMG 1 1 Other 5 5 Total 27 1 1 29

In late July 2008, the Group acquired 16.3% of the outstanding shares of Financière CMG which owns all shares in Club Med Gym. As the Group has a significant influence on the Company, its shares were accounted for by the equity method.

B-102 Registration Document 2008

In October 2007, the Group sold a 7.28% interest in Société Immobilière de la Mer, decreasing its stake to 17%. The disposal gain was recorded under Operating income – Management of assets (see Note 22) and the remaining interest was reclassified at fair value under available-for-sale financial assets.

9.2. AVAILABLE-FOR-SALE FINANCIAL ASSETS

(in € millions) 31 October 31 October

2007 2008 At 1 November 5 18 Changes in scope of consolidation 3 (11) Revaluation of available-for-sale financial assets 10 At 31 October 18 7

In October 2008, the Group sold a 14.5% interest in Société Immobilière de la Mer, decreasing its stake to 2.5%. Following the partial disposal in 2007, the shares were classified under available-for-sale financial assets and measured at fair value and equity was adjusted in a corresponding amount. Under the 2008 disposal, the revaluation reserve for available-for-sale financial assets was reclassified in Operating income – Managed assets for €8 million (see Note 22).

Available-for-sale financial assets consist exclusively of shares in unlisted Companies. Shares in unlisted Companies carried at cost amounted to €5 million. No impairment losses were recorded in relation to available-for-sale financial assets in fiscal 2008 or fiscal 2007

9.3. OTHER NON-CURRENT FINANCIAL ASSETS

(in € millions) 31 October 31 October

2007 2008 Loans 16 Deposits 31 28 Loans to building organizations 8 7 Other 2 2 Total 41 53

In 2008, non-current loans included the vendor loan to Club Med Gym for €13 million and the Financière CMG bond issue for €3 million.

Registration Document 2008 B-103

NOTE 10. ASSETS HELD FOR SALE

The assets and liabilities attributable to certain Villages have been classified as disposal groups held for sale and reported on a separate line of the balance sheet, as their sale within 12 months from the date of said classification is considered highly probable. However, this timeframe may be exceeded in some cases due to market constraints.

(in € millions) Other property, Buildings and Assets under Total Land Equipment plant and fixtures construction assets equipment Cost at 1 November 2006 53 112 11 5 181 Accumulated depreciation (77) (9) (3) (89) Net at 1 November 2006 53 35 2 2 92 Acquisitions 1 1 Impairment (1) (1) Translation adjustments (3) (2) (5) Cost at 31 October 2007 50 106 11 5 1 173 Accumulated depreciation (74) (9) (3) (86) Net at 31 October 2007 50 32 2 2 1 87 Disposals (1) (2) (3) Impairment (3) (3) Classification in assets held (32) (4) (1) 1 (36) for sale Cost at 31 October 2008 17 53 10 2 2 84 Accumulated depreciation (30) (8) (1) (39) Net at 31 October 2008 17 23 2 1 2 45

These assets do not correspond to discontinued operations as defined in IFRS 5.

In 2008, the difficulties of the global real estate market led the Group to review the high likelihood of selling these disposal groups held for sale. Following this review some assets were classified as assets held for sale in the amount of €22 million and some were reclassified as property, plant and equipment for a net value on the date of reclassification of €58 million. The amount of adjustments to the value of these assets on the date of reclassification (€3 million) was recorded as an impairment loss under Operating income – Management of assets. This reflects a catch up adjustment for depreciation related to Villages formerly classified under IFRS 5 and reclassified during the year.

In 2007 an impairment loss of €1 million was recorded on these assets held for sale, to write down the assets to their estimated fair value less costs to sell. The impairment loss is included in Operating income – Management of Assets.

NOTE 11. OTHER RECEIVABLES (in € millions) 31 October 2007 31 October 2008 Cost Provisions Net Cost Provisions Net Uncalled capital from minority 3 3 0 0 shareholders Tax receivables 42 42 31 31 Accrued income 1 1 5 5 Prepayments to suppliers 9 9 8 8 Receivables on sales of non-current assets 9 9 10 10 Current account advances to associates(1) 1 1 1 1 Employee advances and prepaid payroll taxes 1 1 1 1 Other receivables 31 (9) 22 17 (9) 8 Prepaid expenses 54 54 52 52 Total 151 (9) 142 125 (9) 116

(1) Associates are Companies accounted for by the equity method.

B-104 Registration Document 2008

All receivables are due within one year.

In fiscal 2008, there was no significant impairment of receivables. The Group’s risk management policy is presented in Note 19.

Prepaid expenses correspond mainly to services included in vacation packages that are paid before travel (such as transport and fee-based services), and prepaid rentals.

Based on the exercise of these share purchase options and NOTE 12. CASH AND CASH EQUIVALENTS movements in the liquidity contract during the period, a total of (in € millions) 274,837 shares were held in treasury at 31 October 2008, 31 October 31 October versus 201,588 at 31 October 2007. 2007 2008 Marketable securities 31 41 TRANSLATION RESERVE Derivative instruments 1 2 The translation reserve amounted to (€9 million) at 31 Cash 76 109 October 2008, including (€13 million) attributable to Total 108 152 shareholders. This compares with (€19 million) at 31 October 2007, including (€25 million) attributable to shareholders. In Marketable securities consist of money market instruments 2008, the increase in reserves resulting from translation and short-term deposits with an original maturity of less than adjustments is mainly attributable to the sharp appreciation of three months. the dollar against the euro. The decrease in the translation reserve in fiscal 2007 stems primarily from the depreciation of the US dollar and Mexican peso against the euro.

NOTE 13. SHARE CAPITAL AND RESERVES REVALUATION RESERVES RELATING TO FINANCIAL INSTRUMENTS 13.1. CHANGES IN CONSOLIDATED EQUITY (in € millions) Gains/(losses) SHARE CAPITAL Available-for- on cash flow sale financial Following the exercise of 7,200 options to purchase new hedges taken assets shares, the Company’s share capital at 31 October 2008 to equity represented 19,377,905 shares with a par value of €4. At 31 At 1 November 2007 0 0 October 2007, the total number of fully-paid shares issued Fair value adjustments (4) 10 and outstanding came to 19,370,705. At 31 October 2007 (4) 10 Amounts reclassified in TREASURY SHARES 2 (8) income In fiscal 2008, no stock options were exercised. Fair value adjustments (1)

In fiscal 2007, 81,500 options to purchase existing shares Discontinued operations 2 were exercised for a total of €2.9 million. Treasury shares At 31 October 2008 (1) 2 allocated to the exercise of these options increased the Company’s equity by €3 million. In 2007, adjustments in the fair value of available-for-sale financial assets relates to shares in Société Immobilière de la Under the buyback programs approved by the Shareholders’ Mer. In 2008, following the sale of a 14.5% interest, the Meetings of 8 March 2007 and 11 March 2008, in fiscal 2008 revaluation reserve was reclassified in the income statement a total of 504,982 Club Méditerranée SA shares were (see Note 22). purchased at an average price of €33.71 and 431,733 shares were sold at an average price of €34.63. These transactions Information about stock option plans is provided in Note 14. were carried out under a liquidity contract.

In fiscal 2007 a total of 333,752 Club Méditerranée SA shares were purchased at an average price of €47.58 and 327,969 shares were sold at an average price of €48.09.

Registration Document 2008 B-105

13.2. MINORITY INTERESTS (in € millions) 31 October Fiscal 2008 Translation 31 October Dividends 2007 income adjustments 2008 Itaparica (Brazil) 20 (1) 19 Holiday Villages Thailand 5 5 Belladona Company for H&T (Egypt) 4 4 Holiday Hotels AG (Switzerland) 7 7 Taipe Trancoso (Brazil) 9 (1) (1) 7 Sté Village Hôtels des Caraïbes (France) 11 1 (1) 11 Covifra (Mauritius) 2 1 3 Other 3 3 Total 61 1 (1) (2) 59

13.3. EQUITY MANAGEMENT Plans F2 and F3 expired during fiscal 2008 without any of the options having been exercised. The purpose of the Group’s equity management policy is to optimize the use of shareholders’ equity. The Group manages Plan F expired during fiscal 2007 without any of the options its ownership structure by taking account of changes in the having been exercised. economic environment and acting within the framework of a On 11 March 2008, the Board of Directors used the prudent and rigorous financial policy. authorization given at the Annual Shareholders’ Meeting that In addition, the Group strives to maintain financial ratios that day to grant members of senior management and certain enable flexible access to the capital markets and optimize the employees 244,970 options to purchase new shares at an cost of its funding. exercise price of €32.38. These options are exercisable from 11 March 2011 until 10 March 2017. This plan (Plan M) has no provision for cash settlement. The options exercise price corresponds to the average of the closing prices quoted for NOTE 14. SHARE-BASED PAYMENTS Club Méditerranée shares over the twenty trading days preceding the grant date. 14.1. DESCRIPTION OF STOCK OPTION AND BONUS SHARE PLANS In 2007, during its meeting of 8 March, the Board of Directors had granted (i) 125,000 options to purchase new shares at an The stock options granted to members of senior management exercise price of €43.07; and (ii) 46,600 shares without and certain permanent employees of the Group are consideration (Plan L). Vesting conditions for the 17,705 exercisable for new shares, with the exception of Plan H shares granted without consideration to members of the options, which are exercisable for existing shares. The plans Senior Management Committee and the Executive Committee do not allow for options to be cash-settled and do not include on 8 March 2007 are based on the share’s performance any vesting conditions based on market conditions or compared with the SBF 120 stock index. performance targets.

All outstanding options granted until and through the year 2004 have a ten-year life. Those granted since 2005 have an eight-year life.

B-106 Registration Document 2008

The main characteristics of the plans in progress at 31 October 2008 are as follows:

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Plan F4 Plan F5 Plan G Plan G2 Plan G3 Plan G4 Plan G5 Plan H Plan I Plan J Plan K Plan L Plan M Date of Shareholders’ 23.04.97 23.04.97 23.04.97 23.04.97 23.04.97 23.04.97 23.04.97 29.03.02 17.03.03 17.03.03 16.03.05 08.03.07 11.03.08 Meeting Date of Board Meeting 17.02.99 29.07.99 07.02.00 26.07.00 06.02.01 24.07.01 05.02.02 28.02.03 15.01.04 11.01.05 14.03.06 08.03.07 11.03.08

Number of options granted 21,000 46,000 258,400 21,815 212,530 37,400 127,000 283,000 272,000 300,000 250,000 125,000 244,970

Options granted to the Senior Management 1,000 - 35,000 - 8,900 - 4,800 132,000 57,500 88,300 75,400 77,600 114,000 Committee (members as of 31 October 2007) Number of senior managers 1 - 5 - 3 - 3 3 7 8 8 8 8 concerned 50% 50% 01.03.06 + 15.01.07 + 11.01.08 + 14.03.09 + 08.03.10 + 11.03.11 + 17.02.04 23.07.04 Start date of exercise period 07.02.05 26.07.04 06.02.05 24.07.05 05.02.06 Lock-up until Lock-up until Lock-up until Lock-up until Lock-up until Lock-up until 50% 50% 28.02.07 14.01.08 10.01.09 13.03.10 07.03.11 10.03.12 17.02.05 23.07.05

Expiry of exercise period 16.02.09 22.07.09 06.02.10 25.07.10 05.02.11 23.07.11 04.02.12 27.02.13 14.02.14 10.01.13 13.03.14 07.03.15 10.03.16

Exercise price (in €) 81.13 92.79 111.11 136.13 92.78 63.99 44.74 35 31.03 35 42.67 43.07 32.38 Options outstanding at 31 7,000 2,000 77,842 5,700 69,415 11,400 55,500 153,500 170,350 211,800 190,750 106,560 243,850 October 2008 Number of options 7,200 exercised in 2008 Remaining life 0.3 0.8 1.3 1.8 2.3 2.8 3.3 4.3 5.3 4.3 5.5 6.4 7.4

Registration Document 2008 B-107

The main characteristics of the bonus share plans in progress at 31 October 2008 are as follows:

2007 Plan L Date of Shareholders’ Meeting 08.03.07

Date of Board Meeting 08.03.07

Number of shares granted 46,600

Shares granted to the Senior Management Committee (members 9,150 as of 31 October 2007)

Number of senior managers 8 concerned

08.03.10 + Lock- Start date of vesting period up until 07.03.12

Stock grants outstanding at 31 37,405 October 2007

14.2. OUTSTANDING OPTIONS

2007 2008

Average exercise Average exercise Number Number price (in €) price (in €)

Options outstanding at 1 November 1,437,420 49.64 1,197,207 48.22 Options granted during the period 125,000 43.07 244,970 32.38 Options exercised during the period (94,200) 35.19 (7,200) 31.03 Options canceled during the period (271,013) 57.92 (129,310) 53.38 Options outstanding at 31 October 1,197,207 48.22 1,305,667 44.83 Options exercisable at 31 October 626,404 56.14 764,507 49.58

14.3. FAIR VALUE OF OPTIONS GRANTED

Fair values were calculated at the grant dates of the various plans using the Black & Scholes option pricing model. Expected volatility is determined on the basis of the share’s The main data and assumptions used to determine the fair historic volatility and the risk-free interest rate corresponds to values of options granted under the 2007 and 2008 plans the yield to maturity on government bonds (OATs) over a were as follows: period equivalent to the life of the options. Plan L Plan M The shares granted without consideration in Plan L were Club Méditerranée SA share price valued on the basis of the share price at the date of grant. 41.77 33.00 at grant date (in €) Vesting conditions related to share performance were taken Exercise price (in €) 43.07 32.38 into account in determining fair value.

Expected volatility (in %) 22.70 26.00 The cost recognized in respect of share-based payment plans Estimated life of the options (in in fiscal 2008 amounted to €2 million, unchanged from fiscal 5 5 years) 2007. As from fiscal 2008, a supplementary social security Risk-free interest rate (%) 3.97 3.50 contribution is applied on the basis of options granted. Fair value per option 11.36 10.16

B-108 Registration Document 2008

Defined benefit plans NOTE 15. PENSIONS AND OTHER LONG- Under defined benefit plans, the Group has an obligation to TERM BENEFITS pay benefits to employees either at the end of their employment or during their retirement. The Group’s defined 15.1. DESCRIPTION OF THE MAIN PLANS benefit plans are unfunded and are covered by provisions Group employees receive certain short-term benefits, such as recorded in the balance sheet. vacation pay, “13th month” bonuses, compensated absences, The main defined benefit plans concern indemnities payable health insurance and unemployment insurance in France. to employees on retirement (France, Greece and Turkey) or The Group’s post-employment benefit plans are based on when they leave the Group (Italy and Japan). legal obligations in each host country and on the subsidiaries’ compensation policies. Long-term benefit plans include both 15.2. DEFINED BENEFIT PLANS defined contribution and defined benefit plans. 15.2.1. MAIN ACTUARIAL ASSUMPTIONS Defined contribution plans The Company’s obligations under defined benefit plans are Under defined contribution plans, the Group pays measured by the projected unit credit method. This method contributions to an external fund that is responsible for paying involves the use of long-term actuarial assumptions the benefits. The Group’s legal or constructive obligation concerning demographic variables (such as employee under these plans is limited to the amount that it agrees to turnover and mortality) and financial variables (such as future contribute to the fund. The main defined contribution plans increases in salaries and discount rates). These variables are consist of government-sponsored basic and supplementary reviewed each year. Actuarial gains and losses corresponding pension plans in Europe and defined contribution pension to the effect of changes in actuarial assumptions on the plans in North America. Corporate officers are covered by amount of the obligation are recognized by the corridor defined contribution supplementary pension plans. method described in Note 2.14 “Pensions and other long-term benefits”. Contributions to all of these plans are recognized as an expense for the period in which they are due.

The assumptions used by the Group for the main plans are as follows:

2007 2008 Japan Europe Japan Europe Discount rate 2.0% 5.04% 2.0% 6.00% Long-term salary increases 1.5% 3.60% 1.5% 4.30%

15.2.2. FUNDED STATUS OF DEFINED BENEFIT PLANS 15.2.3. CHANGE IN DEFINED BENEFIT OBLIGATIONS (in € millions) (in € millions) 2007 2008 2007 2008 Present value of the unfunded Defined benefit obligation at 1 19 13 obligation November 21 19 Unrecognized actuarial gains and Service cost 8 13 1 1 losses Interest cost (discounting adjustment) 1 1 Net liability recognized in the 27 26 balance sheet Actuarial (gains) and losses for the period (2) (5) Actuarial (gains)/losses related to (1) experience adjustments Curtailments/settlements (2) (1) Actuarial (gains)/losses related to Defined benefit plans of divested (1) (5) (1) changes in assumptions operations Paid benefits (1) Defined benefit obligation at 31 October 19 13

A review of Club Méditerranée SA turnover rates, based on historical averages and changes in the discount rate, explains most of the actuarial gains and losses generated in 2008.

Registration Document 2008 B-109

15.2.4. ANALYSIS OF DEFINED BENEFIT PLAN COSTS

(in € millions) 2007 2008 Service cost (1) (1) Actuarial gains and losses recognized in the period 1 1 Curtailments/settlements 2 1 Cost recognized in employee benefits expense 2 1 Interest cost (1) (1) Cost recognized in finance cost, net (1) (1) Total recognized (expense)/income 1 0

15.3. DEFINED CONTRIBUTION PLANS

Contributions under defined contribution plans amounted to €15 million in fiscal 2008, unchanged from fiscal 2007.

NOTE 16. PROVISIONS (in € millions) Reversals (surplus 31/10/07 Increases Utilizations Reclassifications 31/10/08 provisions) Provisions for liability claims and 6 2 (1) (1) 6 damages Restructuring provisions 1 (1) 0 Provisions for litigation 14 8 (3) (3) (2) 14 Tax provisions 1 1 Other provisions 2 1 (1) 2 Total 24 11 (5) (4) (3) 23 - - o/w current 24 11 (5) (4) (3) 23

Provisions for litigation cover commercial claims, employee claims, and disputes with government agencies. Provisions are booked for the estimated cost of identified risks on the basis described in Note 2.13 “Provisions”.

The nature of the Group’s business and the fact that its operations are conducted in a large number of countries with differing and sometimes contradictory regulations is a source of operating difficulties and can lead to disputes with suppliers, owners, employees or local authorities.

Taken separately, there are no significant disputes.

NOTE 17. INCOME TAX In fiscal 2008, corporate income tax rates were reduced mainly in Greece and Indonesia.

17.1. INCOME TAX ANALYSIS Taxes in previous fiscal years include a provision for taxes on foreign subsidiaries. Current and deferred taxes can be analyzed as follows:

(in € millions) Taxes in fiscal 2007 included €8 million in tax payable on the disposal of the Da Balaïa Village. Deferred taxes on 2007 2008 temporary differences included a €7 million benefit reflecting Taxes for current fiscal year (14) (5) the reversal of a deferred tax liability previously recognized in Taxes for previous fiscal years (9) relation to this same Village. Current taxes (14) (14) Deferred taxes on temporary Based on forecasts of future profits, deferred tax assets were 8 differences recognized in relation to the North American tax group and Effect of changes in tax rates 3 2 certain Asian companies. Reassessment of deferred tax 6 1 In fiscal 2007, corporate income tax rates were reduced in assets Greece and Mexico. Deferred taxes 17 3 Total 3 (11) Club Méditerranée SA has set up a tax group comprising twenty French subsidiaries. The North American tax group, headed by Club Med Sales, comprises five companies.

B-110 Registration Document 2008

Effective tax rate for continuing operations

The following reconciliation is based on the current French income tax rate of 34.43% for fiscal 2008, unchanged from fiscal 2007. (in € millions and %) Tax Tax Rate 2007 2008 2007 2008 Income before tax from continuing operations (16) (23) Standard tax rate in France 34.43% 34.43% Tax at standard rate 5 8 Effect of different foreign tax rates 9 10 Effect of changes in tax rates 3 2 Taxes for previous fiscal year (9) Unrecognized deferred tax assets on tax losses for the year (32) (30) Deferred tax assets recognized on tax losses generated in prior year 6 1 Tax loss carryforwards utilized during the year 12 8 Permanent differences and other (1) Total (2) (19) Effective tax rate for the Group 3 (11) 17.50% NA

17.2. DEFERRED TAX ASSETS AND LIABILITIES 17.3. TAX LOSS CARRYFORWARDS BY EXPIRY DATE Deferred tax assets and liabilities break down as follows by balance sheet item: Tax loss carryforwards at 31 October 2008 can be analyzed (in € millions) as follows by expiry date: 31.10.07 31.10.08 (in € millions) Property, plant and equipment 3 3 31.10.08 Losses to be carried forward 50 43 2009 5 Total assets 53 46 2010 to 2014 106 Beyond 88 Intangible assets (8) Evergreen tax losses 444 Property, plant and equipment (77) (76) Total tax loss carryforwards 643 Interest-bearing liabilities (2) (1) Total liabilities (87) (77) Deferred tax assets corresponding to these loss carryforwards break down as follows by geographical region: Net deferred tax liability (34) (31) (in € millions) Deferred tax assets recognized on tax loss carryforwards 31.10.08 concern the tax losses of tax groups in France and the United Recognized Unrecognized Total States, Mexico and certain companies in Asia. Their recoverability was assessed based on the entities’ earnings French tax group 17 55 72 forecasts. Other - Europe - 75 75 Africa In 2008, discontinued operations resulted in an increase in Total - Europe - 17 130 147 liabilities net of deferred tax of €2 million (see Note 6). This amount includes a €10 million decrease in deferred tax assets U.S. tax group 18 18 on loss carryforwards and an €8 million decrease in deferred Other - Americas 4 19 23 tax liabilities on the Jet tours brand. Total - Americas 22 19 41

Deferred taxes recognized directly in equity are not material. Asia 4 3 7 Total deferred tax assets on loss 43 152 195 carryforwards

At 31 October 2007, deferred tax assets on tax loss carryforwards totaled €100 million, of which €140 million were unrecognized.

Registration Document 2008 B-111

NOTE 18. BORROWINGS AND OTHER INTEREST-BEARING LIABILITIES

18.1. NET DEBT (in € millions) Balance sheet items 31.10.07 31.10.08 Cash and cash equivalents 108 152 Long-term borrowings and other interest-bearing liabilities 408 260 Short-term borrowings and other interest-bearing liabilities 36 187 Total borrowings and interest-bearing liabilities 444 447 Net debt 336 295

18.2. BORROWINGS AND OTHER INTEREST-BEARING LIABILITIES BY CATEGORY (in € millions) 31.10.07 31.10.08 OCEANE convertible bonds 279 142 Long-term bank borrowings 115 115 Drawdowns on lines of credit 10 Financial lease obligations 4 3 Total long-term borrowings and other interest-bearing liabilities 408 260 OCEANE convertible bonds 10 159 Current portion of long-term bank borrowings 8 8 Drawdowns on lines of credit - - Short-term bank loans and overdrafts 14 17 Fair value of derivative instruments 4 2 Total short-term borrowings and other interest-bearing liabilities 36 187 Total 444 447

The OCEANE 2008 convertible bond maturing on 1 November 2008 is included in short-term borrowings and other interest- bearing liabilities at 31 October 2008.

18.3. CHARACTERISTICS OF DEBT

Nominal interest Effective 31 October 2008 Due rate interest rate OCEANE 2008 fixed rate 153 5.25% 8.40% Nov-08 OCEANE 2010 fixed rate 148 4.38% 7.39% Oct-10 Total bonds 301 Drawdowns on €120 million syndicated line of credit - Euribor + (a) Jun-10 Mortgage loan secured by Club Med 2 assets 26 Euribor + (b) 6.24% Apr-18 Mortgage loan secured by the Cancún Yucatán 50 6.58% 6.90% May-17 Village’s assets La Pointe aux Cannoniers loan 25 6.15% 6.24% Jan-18 Other 45 Total borrowings and other interest-bearing 447 liabilities Margins (a) and (b) depend on the Group’s net debt/EBITDA ratio. The ranges are as follows: (a) 1.2% to 0.8%. (b) 1.75% to 1.35%.

B-112 Registration Document 2008

18.3.1 OCEANE CONVERTIBLE BONDS

The Group’s borrowings include two OCEANE convertible bond issues. The bonds’ main characteristics are as follows:

OCEANE 2008 OCEANE 2010 Amount of the issue (in €) 139,474,514 149,999,976 Number of bonds issued 2,404,733 3,092,783 Start date for interest accruals 30.04.02 03.11.04 Maturity 01.11.08 01.11.10 Nominal interest rate 3.00% 4.375% Conversion ratio at maturity 1 to 1 1 to 1 Yield to maturity 5.25% 4.375% Effective interest rate 8.40% 7.39%

On 3 November 2008, Club Méditerranée redeemed the OCEANE 2008 convertible bond (representing 2,193,731 shares) for €152.5 million. This figure includes €21.6 million in redemption premiums and €3.8 million in coupons (accrued interest). The OCEANE 2008 bond was redeemed using the proceeds from the disposal of Jet tours and Club Med Gym and the syndicated line of credit maturing in June 2010.

A total of 211,002 bonds were redeemed early on 30 April 2006, for a total of €13.6 million including accrued interest.

(in € millions) OCEANE 2008 2010 Nominal amount of the issue 140 150 Issuance costs (3) (3) Equity component (21) (18) Initial amount recognized as a liability 116 129 Recognized interest 48 19 Interest paid (14) (7) Redemption following option exercise in April 2006 (13) Liability at 31 October 2006 137 141 Interest recognized in fiscal 2007 11 10 Interest paid in fiscal 2007 (4) (7) Liability at 31 October 2007 145 145 Interest recognized in fiscal 2008 12 10 Interest paid in fiscal 2008 (4) (7) Liability at 31 October 2008 153 148 - Of which accrued interest 4 7

18.3.2 OTHER LONG-TERM FACILITIES Work on La Pointe aux Canonniers Village was financed by a dedicated €26 million loan taken out in June 2007. This loan In April 2007, the loan secured by a mortgage on the Club is secured by a lien on the shares of the company that owns Med 2 cruise ship was renegotiated. This resulted in €13.5 the Village. million in additional financing, which raised the loan to a total of €30 million, and extended the repayment period until April Debt secured by collateral amounted to €101 million at 31 2018. October 2008 (€95 million at 31 October 2007).

At the end of May 2007, a €50 million loan facility was At 31 October 2008, Club Méditerranée had three loans arranged. Due in 2017, the facility is secured by the Cancún secured by mortgages on the assets of Cancun Yucatan Yucatán Village. Village and the Club Med 2 cruise ship, and by a lien on the shares of the company that owns La Pointe aux Canonniers Village.

Registration Document 2008 B-113

18.5. FAIR VALUE 18.4. ANALYSIS OF BORROWINGS AND OTHER The following table shows the carrying amounts and fair FINANCIAL LIABILITIES values of financial instruments at 31 October 2008: (in € millions) 18.4.1 BY MATURITY Carrying Fair value (in € millions) amount 31.10.07 31.10.08 Foreign exchange derivatives 2 2 Due within one year (including 36 187 (a) Cash and cash equivalents 150 150 short-term bank loans and Financial assets 152 152 Due beyond one year Bonds 301 257 2008-2009 152 Other fixed rate long-term 2009-2010 17 7 borrowings and interest-bearing 85 64 2010-2011 145 149 liabilities 2011-2012 6 7 Other floating rate long-term 2012-2013 12 12 borrowings and interest-bearing 41 29 Beyond 76 85 liabilities Short-term bank loans and 17 17 Total due beyond one year 408 260 overdrafts Total 444 447 Foreign exchange derivatives 2 2 Financial liabilities 447 369 (a) includes the OCEANE 2008 convertible bond for €153 million which matured on 1 November 2008. Foreign exchange derivatives consist of forward contracts and The primary maturities for financial liabilities after the options. For derivatives classified as cash flow hedges, the OCEANE 2008 are as follows: effective portion of these hedges was deducted from equity in an amount of €1 million in fiscal 2008 (see Note 12.1). The - November 2010: OCEANE 2010. If no bonds are converted, ineffective portion, recorded under “Finance costs, net”, was the amount redeemed at maturity would total €157 million not material. (including €7 million in accrued interest) The price of the OCEANE 2010 convertible bond at 31 - Beyond 31 October 2013, the €85 million in debt mainly October 2008 was strongly impacted by liquidity problems represents amounts not yet amortized on the Cancun (May facing investors. The price of the bond at 31 October 2008 2017), Pointe aux Canonniers (January 2018) and Club Med was €35.05, compared with a conversion price of €48.50. 2 (April 2018) loans. See 18.3 Characteristics of debt. Although the market price does not fully reflect Club Méditerranée’s heightened credit risk, this was the benchmark 18.4.2 BY INTEREST RATE CATEGORY used in valuing the OCEANE 2010 at 31 October 2008 in the table above. (in € millions) In view of recent market developments, other components of 31.10.07 31.10.08 debt were valued by assuming a 3% widening of credit Fixed rate 372 84% 388 87% spreads. This assumption does not, however, reflect the Floating rate 72 16% 59 13% intrinsic quality of Club Méditerranée debt. Total 444 447 A change of plus or minus 1% in interest rates or the credit Following redemption of the OCEANE 2008, the ratio of fixed spread has an impact of plus or minus €10 million on the fair to floating rate debt should come to 60:40. value of debt (excluding bonds).

18.4.3 BY CURRENCY 18.6. SYNDICATED LINE OF CREDIT

Club Méditerranée Group debt is 95% denominated in euros Club Méditerranée has a €120 million line of credit obtained and more than 90% of it is carried by Club Méditerranée SA. on 31 May 2007 and expiring in June 2010. This line is (in € millions) subject to various covenants (see Note 19.5.2 “Liquidity Risk of Financial Liabilities and Debt Covenants”). 31.10.07 31.10.08 Euro 411 426 As of 31 October 2008, this line of credit had no drawdowns. U.S. dollar 1 Swiss franc 11 12 Brazilian real 17 7 Derivative instruments 4 2 Total 444 447

B-114 Registration Document 2008

Transaction currency risk NOTE 19. FINANCIAL RISK MANAGEMENT The Group’s policy consists of protecting itself against the

POLICY effects of exchange rate changes on reported net income In the normal course of business, the Group is exposed to compared with forecasts. various financial risks, including market risks (particularly Based on forecasts, the Group hedges exposures for the currency and interest rate risks), credit risks and liquidity risks. coming fiscal year in the principal billing currencies (mainly The Group may use derivative financial instruments to hedge pounds sterling, yen, Canadian and Australian dollars and currency risks arising in the course of its business and interest Korean won) as well as in US dollars, which is both a billing rate risks on floating rate debt. In practice, these instruments and an operating currency. are used primarily to hedge currency risks on future Currency risks relating to the Group’s other functional transactions. The Treasury and Financing unit identifies, currencies (in inbound zones), mainly the Moroccan dirham, assesses, manages and hedges financial risks on a Turkish lira, Tunisian dinar, Indonesian rupiah and Thai baht, centralized basis in accordance with the policies approved by are not systematically hedged. the Audit Committee. Currency risks are hedged using derivative instruments, 19.1 CURRENCY RISK mainly currency swaps and options, forward contracts and nondelivery forward contracts (NDF). 19.1.1. EXPOSURE TO CURRENCY RISK Balance sheet risk Club Méditerranée’s international operations expose the Group to the risk of fluctuations in foreign exchange rates The Group’s exposure to currency risks on external debt is affecting its income and equity. limited and intra-group financing is generally denominated in the subsidiary’s functional currency. Unrealized currency Its exposure concerns three types of currency risk: gains and losses on hedges of net investments in foreign - Transaction currency risk arising from commercial activities operations are recognized directly in equity. (in outbound zones) and operating activities. The Group’s net investment in foreign operations is exposed - Currency risks on financing denominated in a currency other to the risk of fluctuations in foreign currencies against the than the borrower’s functional currency. euro. The impact of these fluctuations on net investments in independent subsidiaries is recognized as a separate - Currency risks on net investments in foreign operations component of equity (see Note 13.1). whose impacts are recorded as a change in consolidated equity.

19.1.2. FOREIGN EXCHANGE DERIVATIVES OUTSTANDING AT 31 OCTOBER 2008

A. ANALYSIS BY TYPE AND CURRENCY

(in € millions) 2007 2008

Total Fair value USD MXN CAD Other Total Fair value

Foreign currency purchases/lending Forward currency contracts 56 (1) 3 11 4 1 19 Short-term foreign exchange swaps Currency swaps Currency options: - Purchase of calls: 5 13 13 1 - Sale of puts: 5 13 4 17 TOTAL 66 (1) 29 11 8 1 49 1 TOTAL FAIR VALUE 2 (1) 1

Registration Document 2008 B-115

(in € millions) 2007 2008

Total Fair value USD CAD GBP JPY Other Total Fair value

Foreign currency

sales/borrowing Forward currency contracts 41 (2) 1 8 7 5 6 27 Short-term foreign exchange

swaps Currency swaps Currency options: - Purchase of puts: 10 4 5 5 2 26 1 - Sale of calls: 10 4 14 (2) TOTAL 41 (2) 21 12 12 14 8 67 (1) TOTAL FAIR VALUE (1) 1 (2) 1 (1)

All hedging instruments outstanding at the year-end expire within twelve months.

B. ANALYSIS BY ACCOUNTING CATEGORY

Fair value (in € millions) 2007 2008 Fair value hedges Cash flow hedges (3) - Unhedged instruments TOTAL (3) -

19.2 INTEREST RATE RISK

There are two types of interest rate risk:

- Fair value risk on fixed rate net debt. As this type of risk is not hedged, the carrying amount of financial assets and liabilities is not adjusted for changes in interest rates. Fair value risk therefore corresponds to opportunity cost in the event of a fall in interest rates.

- Cash flow risk on floating rate net debt, corresponding to the impact on future finance costs of an increase in interest rates.

No cash flow hedges of interest rate risks have been put in place as the Group’s net floating rate debt is not material.

The Group has a combination of fixed and floating rate debt. In fiscal 2008, no interest rate hedges were set up as average floating rate net debt only represented 13% of total debt.

At 31 October 2008, the Group’s exposure to interest rate risk by maturity was as follows: (in € millions) Total Less than one One to five years More than five years Cash and cash equivalents (152) (152) Floating rate debt* 59 22 17 20 Net floating rate debt (93) (130) 17 20 Fixed rate debt 386 163 158 65 Derivative instruments 2 2 Net Debt 295 35 175 85 * Including short-term bank loans and overdrafts.

The characteristics of the Group’s debt are detailed in note 18.3.

After redemption of the OCEANE 2008 bond, a one-point increase in short-term interest rates applied to the Group’s average gross floating rate debt would lead to a €0.8 million increase in interest expense.

B-116 Registration Document 2008

19.3. EQUITY RISK 19.5. LIQUIDITY RISK The Group does not hold any listed equities, apart from treasury stock (274,837 shares at 31 October 2008) which is 19.5.1. LIQUIDITY LEVEL recorded as a deduction from equity. As a result, it is not The table below presents the Group’s liquidity position: exposed to any risk of fluctuations in stock prices. (in € millions) 31.10.07 31.10.08 19.4. CREDIT AND COUNTERPARTY RISK Cash 108 152 19.4.1. RISK MANAGEMENT - o/w CMSA 56 102 - o/w subsidiaries 52 50 Transactions that are likely to generate counterparty risk for Lines of credit not drawn 126 136 the Group include: - o/w syndicated line of credit 110 120 - short-term investments - o/w unconfirmed lines 16 16 Total 234 288 - derivatives

- trade receivables. 19.5.2. LIQUIDITY RISK OF FINANCIAL LIABILITIES AND • Investments are diversified and involve investment-grade DEBT COVENANTS securities such as CDs and money-market mutual funds Liquidity risk is managed by using diversified sources of from leading banks (with a minimum A2/A/A rating issued financing. Some of the Group’s debt facilities include early by Moody’s or Fitch). redemption clauses that are triggered if debt covenants are • The Group uses derivative financial instruments for the sole breached or assets are sold. Disposals made during the fiscal purpose of reducing its overall exposure to exchange rate year did not trigger early redemptions or changes in the limit and interest rate risk arising from its normal operations. of the syndicated line of credit. This line of credit could be These are limited to regulated markets or over-the-counter repaid in its entirety if the amount of divested assets outside transactions with leading financial institutions. The Group is of the Group’s ordinary course of business exceeded €252 exposed to credit risk on derivative financial instruments if million. a counterparty fails to meet its commitments. The most restrictive debt covenants relate to the €120 million To limit this risk, derivatives are contracted with a wide syndicated line of credit. range of leading counterparties. - Off-balance sheet commitments: less than €200 million

• Counterparty risk related to trade receivables is limited due - Gearing (net debt/equity): less than 1 to the large number of customers in the portfolio and their (1) geographical dispersion. No counterparty accounts for - Leverage (net debt/EBITDA Leisure ): less than the more than 10% of revenues. following: 31 October 19.4.2. MAXIMUM EXPOSURE TO CREDIT RISK 2008 3.5 (in € millions) 2009 and beyond 3.0 2007 2008 - Fixed charge cover (EBITDAR Leisure / (rents + net (1) Other financial assets 41 53 interest)): greater than the following: Trade receivables 86 58

Other assets(2) 88 64 Financial derivatives(3) 1 2 31 October Marketable securities 31 37 2008 1.35 Cash 76 109 2009 and beyond 1.45 Financial guarantees and off balance At 31 October 2008, the covenants had been met: sheet commitments 10 18 - Off-balance sheet commitments: less than €200 million Maximum exposure to credit risk 333 341 €121 million - Gearing: less than 1 (1) See Note 9.3 0.60 - Leverage (net debt/EBITDA as defined above)): less (2) See Note 11 excluding prepaid expenses than 3.5 2.72 - Fixed charge cover: greater than 1.35 (3) Concerns foreign exchange derivatives only 1.51

(1) Operating Income - Leisure, before amortization expenses and provisions net of reversals.

Registration Document 2008 B-117

Other non-current liabilities corresponds to the discounted 19.5.3. LIQUIDITY RISK OF FOREIGN EXCHANGE debt related to the purchase of Albion Development Limited DERIVATIVES AND INVESTMENTS (ADL) shares.

In view of the current crisis in the financial markets, cash is The amount of the decrease attributable to divested invested in short-term, highly liquid instruments, primarily operations is €40 million (value at the date of sale). money-market funds and certificates of deposit (see Note 19.4: Credit and Counterparty Risk). Deferred income includes €4 million in the share of capital gains from the Club Med Gym disposal corresponding to the The foreign exchange derivatives portfolio contains only percentage of interest reinvested in Financière CMG (see simple and liquid instruments and undergoes regular Note 6). valuation. NOTE 21. EMPLOYEE BENEFITS EXPENSE NOTE 20. OTHER LIABILITIES AND NUMBER OF EMPLOYEES (in € millions) (in € millions) 31.10.07 31.10.08 2007 2008 Government grants 37 40 Wages and salaries (221) (233) Accrued rentals 6 9 Payroll taxes (52) (56) Other liabilities 5 Pension contributions (14) (14) Total other non-current Share-based payment expense (2) (3) 43 54 liabilities Other (6) (6) Accrued expenses 9 7 Total employee benefits expense (295) (312) Accrued personnel costs 50 47 -Operating income - Leisure Accrued taxes 35 27 Total employee benefits expense - Payables due to suppliers of non- 13 13 Operating income -Management of (8) (7) current assets assets Deferred income 71 50 Total employee benefits expense (303) (319) Other liabilities 8 13 -Operating income Total other current liabilities 186 157

NUMBER OF EMPLOYEES

Full-time equivalents Full-time equivalents o/w temporary contracts o/w temporary

Fiscal 2007 Fiscal 2008 Fiscal 2007 contracts Fiscal 2008

Villages 14,594 14,874 7,580 8,068 Tour operating 335 29 Club Med Gym 407 40 Club Med World 129 128 25 26 Total number of 15,465 15,002 7,674 8,094 employees

At 31 October 2008, employees of Club Méditerranée SA had accumulated 111,850 hours in statutory employee training rights (DIF) in France.

NOTE 22. OPERATING INCOME – FISCAL 2008 MANAGEMENT OF ASSETS Gains on disposals of Villages mainly reflect the sale of (in € millions) Villages in Mexico and a parcel of land in France. Impairment 2007 2008 losses include the restated value of the Villages previously Gains on disposals of Villages classified under “Assets held for sale” (see Note 10). 10 4 and other non-current assets Gains on disposals of shares stemmed from the sale of Gains on disposals of shares 5 11 shares in the company which owned the assets of the Assinie Gains and losses on Village and (4) (14) Village in Côte d’Ivoire and the sale of an additional 14.5% site closures stake in Société Immobilière de la Mer. Following this disposal, Village opening costs (7) (2) the Group’s remaining investment in this company decreased Impairment losses 7 (3) to 2.5%. The sale agreement includes a price adjustment Other costs (9) (4) clause under which the Group will maintain its liability Operating income – 2 (8) guarantees in the amount of its initial 24% investment. Management of assets

B-118 Registration Document 2008

FISCAL 2007 NOTE 26. EARNINGS PER SHARE The disposal of the Da Balaïa Village at the end of April 2007 and the sale of land in Mexico and Greece generated a gain 26.1. CALCULATION OF WEIGHTED AVERAGE of €10 million. NUMBER OF SHARES Gains on disposals of shares stemmed primarily from the sale of a 7% stake in Société Immobilière de la Mer, thus reducing 26.1.1. BASIC EARNINGS PER SHARE the Group’s investment from 24% to 17% (see Note 9.1). (in thousands of shares) 2007 2008 NOTE 23. OTHER OPERATING INCOME Number of shares at 1 November 19,358 19,371 AND EXPENSE Number of treasury shares at 1 (277) (202) (in € millions) November 2007 2008 Weighted average number of treasury shares purchased/sold 30 (24) Restructuring costs (6) (12) during the period Tsunami and hurricane costs (1) (1) Weighted average number of 4 4 Costs of claims and litigation (3) (2) shares issued during the period Credit card costs (9) (10) Weighted average number of 19,115 19,149 Other operating income and shares at 31 October (19) (25) expense 26.1.2. DILUTED EARNINGS PER SHARE

(in thousands of shares) 2007 2008 NOTE 24. FINANCE COST, NET Weighted average number of 19,115 19,149 (in € millions) shares Dilutive potential ordinary shares 2007 2008 7 (stock options) Interest income 3 5 Dilutive potential ordinary shares 9 Interest OCEANE convertible bonds (21) (22) (bonus shares) Other interest expense (11) (12) Diluted weighted average 19,115 19,165 number of shares Interest expense, net (29) (29) Exchange gains and losses, net 6 (3) In fiscal 2008, 1,149,528 potential ordinary shares (stock Other (1) (1) options and bonus shares) were excluded from the calculation because they were anti-dilutive (1,241,697 shares in fiscal Finance cost, net (24) (33) 2007).

For the same reason, in both fiscal 2007 and 2008 the 5,287,000 potential ordinary shares corresponding to the NOTE 25. SHARE OF INCOME OF conversion of OCEANE bonds were also excluded. In ASSOCIATES addition, the OCEANE 2008 convertible bond, representing 2,194,000 shares, was redeemed on 3 November 2008 (in € millions) without conversion. 2007 2008

Share of income of associates 1 1 26.2. EARNINGS PER SHARE (in €) Details of the contribution of associates to consolidated 2007 2008 income are provided in Note 9 “Non-Current Financial Assets”. Basic earnings per share (0.55) 0.04 Diluted earnings per share (0.55) 0.04 No events occurred after the balance sheet date that would have a material impact on the calculation of diluted earnings per share.

Registration Document 2008 B-119

bond issue for €3 million, liability guarantees in the amount of 26.2. EARNINGS/(LOSS) PER SHARE FROM €3 million and an option to buy 75% of the shares in Albion CONTINUING OPERATIONS Development Limited (ADL) for a net payment of €1 million.

(in €) The primary capital expenditures for the fiscal year are 2007 2008 described in Note 8. Earnings/(loss) per share from (0.76) (1.77) continuing operations 27.3 PROCEEDS FROM DISPOSALS OF NON- Diluted earnings/(loss) per share CURRENT ASSETS (0.76) (1.77) from continuing operations (in € millions) 2007 2008 Disposals of Villages and other (55) (20) non-current assets OTE OTES TO THE CONSOLIDATED N 27. N Repayments of loans and deposits (10) (6) CASH FLOW STATEMENT Sale price of the divested operations (1) (131) In accordance with IFRS 5, cash flows from divested Cash at the date of disposal 24 operations were used in preparing the consolidated cash flow Proceeds from disposals of non- statement until the divestment date. Net cash flows from (65) (133) current assets operations, investing activities and financing activities are provided in Note 6.3. (1) Net of vendor loan made to Financière CMG for €(13) million 27.1 DEPRECIATION, AMORTIZATION AND PROVISIONS FISCAL 2008 (in € millions) Proceeds from disposals of Villages and other non-current 2007 2008 assets primarily correspond to the sale of Club Med Côte Amortization and impairment: intangible d’Ivoire (€3 million), Mexican Villages (€4 million), land in assets 6 7 France (€2 million), and receipt of the selling price for Depreciation and impairment: property, disposals in 2007 (€10 million). plant and equipment 46 63 (1) Other provisions (1) FISCAL 2007 Depreciation, amortization and impairment on discontinued operations 5 4 Proceeds from disposals of Villages and other non-current Depreciation, amortization and assets mainly correspond the sale of Da Balaïa Village (€39 provisions 56 74 million) land (€5 million) and receipt of the selling price for disposals in 2006. (1) including €2 million in depreciation under Operating income – Management of assets 27.4 ANALYSIS OF CHANGES IN WORKING CAPITAL 27.2 ACQUISITIONS OF NON-CURRENT ASSETS (in € millions) (in € millions) 2007 2008 2007 2008 Inventories (1) (11) Acquisitions of intangible assets (8) (6) Trade receivables (1) (3) Acquisitions of property, plant and Customer prepayments 21 2 (98) (116) equipment Trade payables 11 1 Government grants and acquired 11 5 cash Other receivables (39) 7 Acquisition of non-current financial Other liabilities (1) 11 (4) (9) assets Short-term provisions (10) 2 Investments in discontinued (9) (2) operations(1) Total (20) 9

Investments (108) (128) Inventory changes in 2008 include the impact of property development inventories. (1) including acquisition of equity interest in Austral Lagons, net of acquired cash, for €(4) million in fiscal 2007

Financial investments for the fiscal year include a 16.3% stake in Financière CMG for €1 million and Financière CMG

B-120 Registration Document 2008

Rental payments to associates for the operation of certain NOTE 28. RELATED PARTY Villages totaled €15 million in fiscal 2008 and €23 million in TRANSACTIONS fiscal 2007. The related future minimum lease commitments amounted to €211 million at 31 October 2008. 28.1. TRANSACTIONS BETWEEN CLUB MÉDITERRANÉE SA AND ITS SUBSIDIARIES 28.4. SENIOR MANAGEMENT COMPENSATION

The Group’s parent company, Club Méditerranée SA, Disclosures of senior management compensation relate to the performs a general management role for its subsidiaries members of the Senior Management Committee and the (which correspond to related parties), and handles traditional Board of Directors. support functions such as administration and finance, legal affairs, communication, marketing, human resources, training, SHORT-TERM BENEFITS IT and sales. Financing is raised by the parent company, with Gross compensation and related benefits paid (including justified exceptions, and cash surpluses are centralized. attendance fees paid to members of the Board of Directors) The Group’s main subsidiaries are listed in Note 30. came to €4.4 million in fiscal 2007 and €4.1 million in fiscal 2008. Transactions between the parent company and its subsidiaries are eliminated in the consolidated financial POST-EMPLOYMENT BENEFITS statements. Members of senior management are covered by a defined 28.2. TRANSACTIONS WITH CLUB contribution pension plan managed by an external fund, with MÉDITERRANÉE’S MAIN SHAREHOLDERS AND contributions representing between 6.29% and 8% of their COMPANIES THAT SHARE SENIOR MANAGERS gross compensation. Total contributions to this plan paid on behalf of members of the Senior Management Committee The Group has signed lease contracts for certain Villages with amounted to €0.3 million in fiscal 2008, unchanged from fiscal companies belonging to groups that could be considered 2007. related parties as defined by IAS 24. These include Rolaco, Caisse de Dépôt et de Gestion, and Carthago. SHARE-BASED PAYMENTS Rent relating to these contracts recognized as an expense in During fiscal 2008, a stock option plan was set up for the consolidated financial statements totaled €22 million in members of senior management and certain employees of fiscal 2008 and €21 million in fiscal 2007. The related future Club Méditerranée, with an exercise price of €32.38. A total of minimum lease commitments amounted to €312 million at 31 114,000 options were granted to members of senior October 2008. management under this plan. The total fair value of these The Group sold securities for €11 million in 2008 and €5 options, determined in accordance with IFRS 2, is €0.8 million. million in 2007 to Groupe Caisse des Dépôts et de Gestion.

28.3. TRANSACTIONS WITH ASSOCIATES During fiscal 2007, a stock option plan was set up for members of senior management and certain employees of (in € millions) Club Méditerranée, with an exercise price of €43.07. A total of 84,100 options were granted to members of senior 31.10.07 31.10.08 management under this plan. A bonus share plan conditional Non-current financial assets 16 on the achievement of performance targets was also set up during the year. A total of 10,250 shares were granted to Other receivables 3 1 members of senior management under this plan. The total fair Other liabilities 1 1 value of these options and bonus shares, determined in accordance with IFRS 2, is €0.9 million. Under the terms of the sale of Club Med Gym to Financière CMG and the equity investment in the latter, the following The cost recognized in fiscal 2008 for the stock options and financing arrangements were put in place by the end of July bonus shares awarded to members of senior management, 2008: as determined in accordance with IFRS 2, was €1 million, up from €0.8 million in fiscal 2007. - A vendor credit of €13 million maturing on 30 November 2016. Members of senior management exercised 76,000 stock options during fiscal 2007 and 1,400 in fiscal 2008. - A convertible bond loan of €3 million maturing on 31 December 2016. Executive officers are required by law to retain a certain proportion of the shares acquired through the exercise of Interest income for the fiscal year was insignificant. stock options and under share grants, for as long as they remain in office. The proportion corresponds to the equivalent

Registration Document 2008 B-121

of 30% of the capital gain realized on the exercise of the stock The performance criteria to which this compensation is options or the definitive acquisition of the shares received subject correspond to the average percentage that the annual under share grants. This provision applies to stock options bonus actually paid (“ Bonus”) represents in relation to the and share grants awarded as from 2007. target bonus used to calculate the bonus paid. The average percentage is calculated for a reference period identical to TERMINATION BENEFITS that of their term of service, i.e., 3 years.

Pension benefit obligations relating to members of senior The performance criteria are assessed and applied as follows: management amounted to €0.4 million in fiscal 2007 and €0.2 - no severance pay is awarded if the Bonuses obtained in the million in fiscal 2008. reference period amount to an average of less than 40% of Termination benefits paid to members of senior management the target bonuses. totaled €0.9 million in fiscal 2007. - 50% of the compensation is paid if the Bonuses obtained in the reference period reach an average of at least 40% of the COMMITMENTS AND GUARANTEES target bonuses. On 10 December 2008, the Company’s Board of Directors, in - 100% of the compensation is paid if the Bonuses obtained in accordance with Article L.225-42-1 of the French Commercial the reference period reach an average of at least 70% of the Code as modified by the so-called TEPA Act no. 2007-1223 target bonuses. of 21 August 2007, decided on the severance compensation due in the event of the departure(1) of the Chairman and CEO Compensation will be progressively increased on a linear and the Executive Vice-President as well as on the basis between these two limits. performance levels required for the Board of Directors to (1) Termination at the initiative of the Chairman and CEO or agree to award this payment. Executive Vice-President is not covered under this provision. Severance compensation corresponding to two years of gross In the event that severance payments are made to senior pay will be made in the event of dismissal(1), unless managers, the benefit of the stock options shall be maintained termination is due to gross or willful misconduct. This payment after departure from the Company. is subject to achieving certain performance criteria. No loans or guarantees have been granted to or on behalf of executive directors.

NOTE 29. COMMITMENTS AND CONTINGENCIES

29.1. OFF BALANCE SHEET COMMITMENTS AT 31 OCTOBER (in € millions) 2007 2008 Less than one One to five Total More than 5 years Total year years Commitments given Guarantees given (1) Europe - Africa 74 24 24 31 79 Americas 34 7 21 5 33 Asia 9 10 10 Total commitments given 117 41 45 36 121 Commitments received(2) 10 7 5 6 18 Reciprocal commitments Unused lines of credit 118 120 120 Rent guarantees 6 7 7 Total reciprocal commitments 124 127 127

(1) Guarantees given in connection with travel and transport agent licenses (€24 million), rent bonds (€18 million), sellers’ warranties relating to asset disposals (€35 million), guarantees for credit card processors (€15 million) and performance bonds (€14 million).

(2) Commitments received by the Group relating to travel agencies amounted to €8 million. Guarantees received from contractors involved in Village renovation projects under private contracts amounted to €10 million.

Loans have been secured by mortgages and liens on the Club Med 2 cruise ship, and the assets of the Cancún Yucatán and La Pointe aux Canonniers Villages (See Notes 8.2 and 18.3).

B-122 Registration Document 2008

29.2 COMMITMENTS UNDER NON-CANCELABLE OPERATING LEASES

The Group leases offices and sales agencies under non-cancelable leases. Some office equipment and Village telephone and video equipment is also leased.

Under its asset financing policy, certain Villages as well as other assets are also leased under non-cancelable operating leases. The following table shows the minimum future lease payments due under these non-cancelable operating leases. The amounts have been translated at the exchange rate prevailing at the balance sheet date. These rates are not discounted and are indexed to the last known rate.

(in € millions) Total minimum 2014 to 2017 to 2027 and 2009 2010 2011 2012 2013 future lease 2016 2026 beyond payments Europe - Africa 1,337 116 117 117 117 115 323 403 29 Americas 54 3 4 4 3 3 11 23 3 Asia 116 11 10 10 10 10 29 36 - Sub-total Villages 1,507 130 131 131 130 128 363 462 32 Club Med World 2 1 1 ------Total minimum future 1,509 131 132 131 130 128 363 462 32 lease payments

Rental expense recognized in the statement of income for operating leases for continuing operations amounted to €151 million in fiscal 2008 (fiscal 2007: €136 million).

Registration Document 2008 B-123

NOTE 30. SCOPE OF CONSOLIDATION AT 31 OCTOBER 2008

Only the parent company Club Méditerranée SA, whose financial statements are subject to publication, represents a significant share of the Group’s assets and revenue.

Member of the tax GROUP group

Club Méditerranée SA Parent company • % voting rights % interest Method EUROPE REGION France Club Aquarius (formerly SECAG) 100.00% 100.00% Full • Club Med Centre d’Appels Européen 100.00% 100.00% Full • Club Med Événements 100.00% 100.00% Full • Club Med Services 100.00% 100.00% Full Club Med Marine 100.00% 100.00% Full • Hoteltour 100.00% 100.00% Full • Loin SAS 100.00% 100.00% Full • SAS du Domaine de Dieulefit 100.00% 100.00% Full • SCI Edomic 100.00% 100.00% Full Société de Gestion Hôtelière et de Tourisme SA - SGHT 100.00% 100.00% Full • Sté Immobilière des Résidences Touristiques - S.I.R.T. 100.00% 100.00% Full • Sté des Villages de Vacances 100.00% 100.00% Full • Club Med Villas et Chalets Holding 100.00% 100.00% Full • Club Med Villas et Chalets 100.00% 100.00% Full • Club Med Villas La Caravelle 100.00% 100.00% Full • Club Med Villas et Chalets Management 100.00% 100.00% Full Financière CMG 15.05% 16.28% Equity South Africa Vacances (Pty) Ltd 100.00% 100.00% Full Club Méditerranée South Africa (proprietary) Ltd 100.00% 100.00% Full Germany Club Méditerranée Deutschland 100.00% 100.00% Full Belgium Club Méditerranée SA Belge 100.00% 100.00% Full Croatia Club Méditerranée Odmaralista 100.00% 100.00% Full Egypt Belladona Hotels & Tourism 50.00% 50.00% Full Spain Club Méditerranée SA Espagne 100.00% 100.00% Full Hoteles y Campamentos - HOCASA 100.00% 100.00% Full Servicios Auxiliares del Club Mediterraneo - SACM 100.00% 100.00% Full United Kingdom Club Méditerranée UK Ltd 100.00% 100.00% Full Club Méditerranée Services Europe Ltd 100.00% 100.00% Full Greece Club Méditerranée Hellas 100.00% 100.00% Full Funhotel Ltd (Ermioni) 100.00% 100.00% Full

B-124 Registration Document 2008

% voting Member of the tax % interest Method rights group

Mauritius Holiday Villages Management Services Ltd 100.00% 100.00% Full Compagnie des Villages de Vacances de l’Isle de 84.43% 84.43% Full France - COVIFRA Club Méditerranée Albion Resorts Ltd 22.50% 22.50% Equity Albion Development Ltd 100.00% 100.00% Full Israel Club Méditerranée Israël Ltd 100.00% 100.00% Full Italy Centrovacanze Kamarina Sole e sabbia di Sicilia Spa 100.00% 100.00% Full Sta Alberghiera Porto d’Ora - S.A.P.O. SpA 40.52% 40.52% Equity Sviluppo Turistico per Metaponto 38.00% 38.00% Equity Netherlands Club Méditerranée Holland BV 100.00% 100.00% Full CM Middle East BV 60.00% 60.00% Full Portugal Sociedade Hoteleira Da Balaïa SA 100.00% 100.00% Full Club Med Viagens lda 100.00% 100.00% Full Senegal Société Immobilière et de Gestion Hôtelière de Cap 100.00% 100.00% Full Skirring Switzerland Club Méditerranée Suisse 100.00% 100.00% Full Holiday Hotels AG 50.00% 50.00% Full Nouvelle Société Victoria 100.00% 100.00% Full Tunisia Club Méditerranée Voyages 49.00% 49.00% Equity Club Med Basic Tunisie 100.00% 100.00% Full SPFT – Carthago 37.43% 37.43% Equity Turkey Akdeniz Turistik Tesisler A.S. 100.00% 100.00% Full Ukraine Club Méditerranée Ukraine 100.00% 100.00% Full

Registration Document 2008 B-125

Member of the % voting rights % interest Method tax group SOUTH AMERICA REGION France Club Med Amérique du Sud 100.00% 100.00% Full • Vacation Resort 100.00% 100.00% Full • Club Med Ferias 100.00% 100.00% Full • Argentina Club Med Argentina SRL 100.00% 100.00% Full Brazil Club Med Brasil SA 100.00% 100.00% Full Club Méditerranée do Brasil Turismo Ltda 100.00% 100.00% Full Itaparica SA Empreendimentos Turisticos 51.60% 51.60% Full Taipe Trancoso Empreendimentos SA 50.00% 50.00% Full Club Med Brasil Boutiques Ltda 100.00% 100.00% Full NORTH AMERICA REGION France Club Med Amérique du Nord 100.00% 100.00% Full • French West Indies Société Villages Hôtels des Caraïbes – SVHC 53.91% 53.91% Full Société Hôtelière du Chablais 100.00% 100.00% Full • Société Martiniquaise des Villages de Vacances 100.00% 100.00% Full Bahamas Club Méditerranée (Bahamas) Ltd 100.00% 100.00% Full Columbus Isle Casino 100.00% 100.00% Full Holiday Village (Columbus Island) 100.00% 100.00% Full Shipping Cruise Services Ltd 100.00% 100.00% Full Canada Club Med Sales Canada Inc. 100.00% 100.00% Full United States Club Med Management Services Inc. 100.00% 100.00% Full • Club Med Sales Inc. 100.00% 100.00% Full • Holiday Village of Sandpiper 100.00% 100.00% Full • Sandpiper Resort Properties Inc/SRP 100.00% 100.00% Full • Vacation Wholesaler Inc 100.00% 100.00% Full • Mexico Cancun Property SRL 100.00% 100.00% Full Ixtapa Property SRL 100.00% 100.00% Full Operadora de Aldeas Vacacionales SA de CV 100.00% 100.00% Full Vacation Properties de Mexico SA de CV 100.00% 100.00% Full Villa Playa Blanca SA 100.00% 100.00% Full Dominican Republic Holiday Village of Punta Cana (formerly Newco) 100.00% 100.00% Full Turks and Caicos Holiday Villages Providenciales Turks & Caicos Ltd 100.00% 100.00% Full

B-126 Registration Document 2008

Member of the tax % voting rights % interest Method group ASIA REGION Luxembourg Club Med Asie 100.00% 100.00% Full Australia Club Med Management (Australia) Pty Ltd 100.00% 100.00% Full Club Med Australia Pty Ltd 100.00% 100.00% Full Holiday Village (Australia) Pty Ltd 100.00% 100.00% Full Korea Club Med Vacances (Korea) Ltd 100.00% 100.00% Full Hong Kong Club Méditerranée Hong Kong Ltd 100.00% 100.00% Full Club Méditerranée Management Asia Ltd 100.00% 100.00% Full Maldives Maldivian Holiday Villages Ltd 100.00% 100.00% Full India Club Méditerranée Services India Private Ltd 100.00% 100.00% Full Indonesia PT Bali Holiday Village 100.00% 100.00% Full Japan Club Méditerranée KK 100.00% 100.00% Full SCM Leisure Development Co Ltd 100.00% 100.00% Full Malaysia Holiday Villages of Malaysia Sdn Bhd 100.00% 100.00% Full Recreational Villages Sdn Bhd 100.00% 21,00% Full Vacances (Malaysia) Sdn Bhd 100.00% 100.00% Full Singapore Club Med Services Singapore Pte Ltd 100.00% 100.00% Full Vacances (Singapore) Pte Ltd 100.00% 100.00% Full Taiwan Club Med Vacances (Taiwan) Ltd. 100.00% 100.00% Full Thailand Holiday Villages Thaïland Ltd 49.21% 49.21% Full Vacances Siam Club Med Ltd 100.00% 100.00% Full Polynesia and New Caledonia Société Polynésienne des Villages de Vacances 99.94% 99.94% Full

CLUB MED WORLD REGION France Club Med World Holding 100.00% 100.00% Full • Club Med World France 100.00% 100.00% Full • Canada CM World Montréal Inc 100.00% 100.00% Full CM World Montréal Holding Inc 100.00% 100.00% Full

Full: fully consolidated Equity: accounted for by the equity method

Registration Document 2008 B-127

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

conditions are described in Notes 2.1.1 and 5.3 to the To the Shareholders, consolidated financial statements. In accordance with the terms of our appointment by the This uncertain climate required us to make our own Annual Shareholders’ Meeting, we hereby report to you on assessments, from which we bring the following elements to the accompanying consolidated financial statements of Club your attention, pursuant to Article L. 823-9 of the French Méditerranée for the year ended 31 October 2008. Commercial Code: The consolidated financial statements have been approved by - Note 2.7 “Impairment of assets” describes the accounting the Board of Directors. Our role is to express an opinion on policies and methods used to determine asset impairments. these financial statements based on our audit. As part of our assessment of the reasonableness of the I. OPINION ON THE CONSOLIDATED FINANCIAL underlying estimates, we assessed the appropriateness of STATEMENTS these accounting policies and methods, as well as of the disclosures made in the notes. We also reviewed the We conducted our audit in accordance with the professional consistency of the underlying data and assumptions, and the standards applicable in France. Those standards require that documents provided. Furthermore, as stated in note 5.3, we plan and perform the audit to obtain reasonable assurance sensitivity tests were conducted to corroborate the results. about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a - Note 2.15 “Deferred taxes” describes the accounting test basis, evidence supporting the amounts and disclosures policies and methods used to assess the recoverability of in the financial statements. An audit also includes assessing deferred tax assets. As part of our assessment of the the accounting principles used and significant estimates made reasonableness of the underlying estimates, we assessed the by management, as well as evaluating the overall financial appropriateness of these accounting policies and methods. statements presentation. We believe that our audit provides a We also reviewed the consistency of the underlying data and reasonable basis for our opinion. assumptions, as well as the documents provided.

In our opinion, the consolidated financial statements have The assessments were made in the context of our audit of the been properly prepared and give a true and fair view of the consolidated financial statements, taken as a whole, and assets and liabilities, financial position and results of therefore contributed to the unqualified opinion expressed in operations of the consolidated companies, in accordance with the first part of this report. the International Financial Reporting Standards (IFRS) and related interpretations adopted by the European Union. III. SPECIFIC PROCEDURES

II. JUSTIFICATION OF OUR ASSESSMENTS We have also examined the Group information presented in the Management Report, in accordance with the professional The current economic climate makes it difficult for businesses standards applicable in France. to get a clear picture of the future, particularly in terms of operations and financing. This lack of visibility created We have no matters to report concerning the fairness of this exceptional conditions this year in preparing the financial information and its consistency with the consolidated financial statements, especially with respect to the accounting statements. estimates required under current accounting policies. These

Neuilly-sur-Seine and Paris-La Défense, 29 January 2009

The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG AUDIT

Dominique Jumaucourt Pascal Macioce

B-128 Registration Document 2008

GROUP STRUCTURE AT 31 OCTOBER 2007

Marketing Real estate Service and real Service companies Other companies companies estate EUROPE CM Centre d’Appels SAS Domaine de France Européen Dieulefit CMSA Club Aquarius Hoteltour SVV SIRT Loin SAS CM Événements Sté Civile Edomic CM Villas et Chalets CM Marine CM Villas La Caravelle CM Villas et Chalets SGHT Holding CM Villas et Chalets CM Services Management Financière CMG South Africa Vacances Pty CM South Africa Ltd Germany CM Deutschland Belgium CM Belgique Croatia CM Odmaralista Belladona Hotels & Egypt tourisme Spain CM Espagne SACM Hocasa United Kingdom CM UK CM Services Greece CM Hellas Funhotel HV Management Albion Mauritius Covifra Services Development Ltd CM Albion Resorts Israel CM Israel Centrovacanze Italy Kamarina Ste Alberghiera

Porto d’Ora Sviluppo Turistico

per Metaponto Netherlands CM Holland CM Middle East Sociedade Hoteleira Portugal CM Viagens da Balaïa Société Immobilière de Senegal Gestion Hôtelière de Cap Skirring Switzerland CM Suisse Holiday Hotels Nouvelle Société

Victoria Tunisia SPT - Carthago Club Med Voyages CM Bazic Tunisie Akdeniz Turistik Turkey Tesisler Ukraine CM Ukraine SOUTH AMERICA France Vacation Resort CM Amérique du Sud CM Ferias Argentina CM Argentina Brazil CM do Brasil Turismo Itaparica CM Brasil CM Brasil Boutiques Taipe Trancoso Empredimentos

Registration Document 2008 B-129

Marketing Real estate Service and real Service companies Other companies companies estate NORTH AMERICA France CM Amérique du Nord Sté Martiniquaise Sté Hôtelière du French West Indies des Villages de SVHC Chablais Vacances Bahamas Holiday village CM Bahamas (Columbus Island) Columbus Isle Casino Shipping Cruise Services

Canada CM Sales Canada Inc.

CM Management Sandpiper Resort Holiday Village of United States CM Sales Services Vacation Properties Sandpiper

Wholesaler Inc

Operadora de Villa Playa Blanca Vacation Properties Mexico Aldeas Ixtapa SRL de Mexico Vacacionales Cancun SRL Dominican Republic HV of Punta Cana Turks & Caicos HV Providenciales ASIA Luxembourg CM Asie Australia CM Australie CM Management Holiday Village Australia Australia Korea CM Vacances Korea Polynesia and New Caledonia SPVV CM Management Hong Kong CM Hong Kong Asia Maldives Maldivian HV Indonesia PT Bali HV

CM Services India India Private Ltd Japan CM KK SCM Leisure Development Co Vacances Recreational Villages Malaysia HV Malaysia (Malaysia) Sdn Bhd CM Services Singapore Vacances (Singapore) (Singapore) CM Vacances Taiwan (Taiwan) Vacances Siam Thailand HV (Thaïland) CM CLUB MED WORLD France CM World France CM World Holding Canada CM World Montréal CM World Montréal

B-130 Registration Document 2008

______CLUB MEDITERRANÉE SA

FINANCIAL STATEMENTS

Registration Document 2008 B-131

PARENT COMPANY BALANCE SHEET

ASSETS

31 October (*) 31 October 2008 2007 (in € millions) Depreciation, Notes Net Cost amortization and Net provisions Research and development expense 1 2 2 - Concessions, patents, similar rights 33 109 78 31 Commercial capital 8 9 - 9 Other intangible assets 3 4 - 4 Intangible assets 3-1 45 124 80 44 - - Land 8 8 - 8 Buildings 13 33 20 13 Buildings on land of third-parties 71 153 72 81

Machinery and equipment 27 86 58 28

Other property, plant and equipment 11 37 25 12 Property, plant and equipment 3-2 130 317 175 142

Property, plant and equipment under 3-2 6 11 11 construction

Investments 355 846 422 424 Receivables from controlled entities 96 95 2 93 Loans and other non-current financial 27 43 43 assets Non-current financial assets 3-3 478 984 424 560

Total non-current assets 659 1,436 679 757

Inventories 7 8 8 Trade receivables 3-4 49 48 3 45 Other receivables 3-5 423 344 22 322 Marketable securities 3-6 37 47 43 Deposits and cash 3-6 26 64 64 Current assets 542 511 29 482

Prepaid expenses 3-13-1 33 39 39 Charges over multiple periods 3-13-5 3 2 2

Total Assets 1,237 1,988 708 1,280

(*) The change in method (see Note 2.1) impacts only the equity and liabilities side of the balance sheet

B-132 Registration Document 2008

EQUITY AND LIABILITIES

31 Impact of 31 October 31 October October change in 2007 (in € millions) Notes 2008 2007 method (*) Pro forma (*) Share capital 77 77 77 Additional paid-in capital 563 563 563 Legal reserve 7 7 7 Other reserves 22 22 27 Retained earnings before appropriation (281) (281) (323) Net income/(loss) for the year (38) (38) (1) Equity 3-7 350 - 350 350

Provisions for contingencies 27 27 34 Provisions for losses 27 27 31 Provisions for contingencies and losses 3-8 54 - 54 65

Debenture bonds 287 287 288 Bank loans 84 84 91 Borrowings and other interest-bearing 2 74 76 167 liabilities Borrowings and interest-bearing liabilities 3-10 373 74 447 546

Customer prepayments 60 60 50

Trade payables 103 103 106 Tax and social liabilities 33 33 46 Operating liabilities 3-11 136 136 152

Liabilities on fixed assets and associated 6 6 7 accounts

Other liabilities 223 (74) 149 67 Miscellaneous liabilities 3-12 229 (74) 155 74

Total liabilities 798 - 798 822 Deferred income 3-13-2 35 35 43 Total equity and liabilities 1,237 - 1,237 1,280

(*) The change in method (see Note 2.1) impacts only the equity and liabilities side of the balance sheet

Registration Document 2008 B-133

PARENT COMPANY STATEMENT OF INCOME

(in € millions) Notes 2007 (*) 2008

Vacation packages - tours - transport 966 1,046 Services and sales of goods 58 66

Revenue 4-1-1 1,024 1,113

Capitalized goods and services 4 4 Other income 19 19 Reversals of provisions and transfers of charges 4-3 12 8

Total income from ordinary activities 1,059 1,144

Purchases 4-2-1 (506) (531) External services 4-2-2 (316) (331) Taxes other than on income (15) (15) Employee benefits expense (182) (200) Depreciation and amortization expense (22) (25) Provision expense 4-3 (5) (12) Other charges (8) (6) Total losses from ordinary activities (1,054) (1,120)

Operating income 5 24

Investment income 43 11 Income from other transferable securities and receivables from capitalized 5 6 assets Other interest and similar income 15 20 Reversals of provisions 51 25 Positive exchange differences 11 36

Total financial income 125 98

Depreciation, amortization and provision expenses (98) (64) Interest and similar charges (22) (25) Negative exchange differences (10) (36) Other financial expenses (36) (16)

Total financial expenses (166) (141)

Finance cost, net 4-4 (41) (43)

Pre-tax operating income (36) (19)

Exceptional income (loss) 4-5 (1) 28

Income tax (1) (10)

Net income/(loss) (38) (1)

(*) The change in method (see Note 2.1) impacts only the equity and liabilities side of the balance sheet

B-134 Registration Document 2008

TABLE OF CHANGES IN NET DEBT

(in € millions) 2007 2008 Notes

Operating cash flow

Net income for the year (38) (1)

Elimination of elements not impacting cash or related to operations

Depreciation, amortization and provisions on fixed assets 11-1 79 50 Other movements 11-2 31 (11) Cash flow 72 38

Change in operating working capital requirements 11-3 (43) (16) Net operating cash flow (A) 29 22

Net cash from investment activities

Impact of the change of the differences in cash on investment transactions

Purchases of intangible assets (8) (6) Purchases of property, plant and equipment (28) (27) Purchases of non-current financial assets (16) (44) Total from investments 11-4 (52) (77)

Impact of the change of the differences in cash on disinvestment

transactions

Sale price of non-current assets 11-5 12 75 Disposals of other non-current financial assets 11-6 6 2 Total proceeds from disposals of non-current assets 18 77 Net cash for investment activities (B) (34) -

Net cash used in financing activities

Other debt flows (1) - (151) Net cash used in financing activities (C) - (151)

Change in debt (A) + (B) + (C) (5) (129)

Debt at beginning of period (305) (310) Debt at end of period (310) (439)

(1) Reclassification of current financial accounts payable and interest-bearing liabilities

Registration Document 2008 B-135

PARENT COMPANY RESULTS OVER FIVE YEARS

(in € millions) 2004 2005 2006 2007 2008 I - EQUITY AT THE END OF THE YEAR

Share capital 77 77 77 77 77 Number of shares issued 19,358,005 19,358,005 19,358,005 19,370,705 19,377,905 Number of shares paid (weighted) 19,358,005 19,358,005 19,358,005 19,370,705 19,377,905

II - OPERATIONS AND RESULTS FOR THE YEAR

Pre-tax revenue 934 968 1,006 1,024 1,113

Result before tax, employee shareholding, and 26 29 121 18 73 depreciation, amortization and provision expenses

Income taxes (2) (1) (1) (1) (10)

Result after tax, employee shareholding, and (78) 94 (14) (38) (1) depreciation, amortization and provision expenses

III - EARNINGS PER SHARE (in euros)

Result after tax and employee shareholding, but before depreciation, amortization and provision 1.24 1.45 6.20 0.88 3.25 expenses

Result after tax, employee shareholding, and (4.03) 4.86 (0.72) (1,96) (0.05) depreciation, amortization and provision expenses

Dividend per share (full entitlement) - - - - -

IV - PERSONNEL

Number of employees 8,791 8,177 8,679 8,631 8,442

Amount of total salaries and social benefits 162 166 175 182 200

B-136 Registration Document 2008

NOTES TO THE FINANCIAL STATEMENTS

Club Méditerranée SA is a société anonyme (joint stock 2.1. CHANGE IN METHOD AND YEAR-TO-YEAR corporation) governed by the laws of France. Its registered COMPARABILITY office is at 11, rue de Cambrai, 75957 Paris Cedex 19, France. As of 31 October 2008, the current financial accounts were The information below is the notes to financial statements for presented under miscellaneous long-term borrowing and other the fiscal year of 12 months ended 31 October 2008. The interest-bearing liabilities, and not under other non-current accounts are expressed in millions of euros (€ millions) unless liabilities. This presentation aims to provide better readability otherwise stated. of the financial structure of the balance sheet and has no impact on the statement of income. The equity and liabilities 1. SIGNIFICANT EVENTS OF THE YEAR side of the balance sheet shows the impact of the change in method on the 2007 financial statements (pro forma financial 1.1. SIGNIFICANT EVENTS statements). On 25 July 2008, the Company sold its equity stake in Club Notes 3.10.1 and 3.12. were prepared on the basis of the Med Gym SA to Financière CMG for the price of €74 million. 2007 pro forma financial statements The Company agreed to a seller's credit of €13 million paid at 6% interest until November 2016. 2.2. EVALUATION METHODS Wishing to preserve its significant influence over the Club Med The Company applies CRC Regulation No. 2002-10 dated 12 Gym business, the Company acquired a 16.3% equity interest December 2002 relating to depreciation and amortization of in the capital of Financière CMG for €1.5 million and assets and CRC Regulation No. 2004-06 dated 23 November subscribed to a convertible debenture in shares of Financière 2004 relating to the definition, accounting treatment and CMG for €2.7 million. evaluation of assets. On 4 August 2008, Hôteltour, a wholly-owned subsidiary of Club Méditerranée SA, sold its equity interest in Jet tours SA. 2.3. FOREIGN CURRENCY TRANSACTIONS

1.2. SUBSEQUENT EVENTS A) ESTABLISHMENTS OPERATING ABROAD

No subsequent events The financial statements of establishments operating abroad are translated into euros using the historical rate method, as follows: - for non-current assets and the corresponding depreciation 2. ACCOUNTING POLICIES AND METHODS and amortization expenses, the historical rate is applied,

The general accounting conventions have been applied in - for monetary assets and liabilities, the closing rate is applied. observance of the principle of prudence and in conformity with the legal and regulatory provisions applicable in France and - for the statement of income (excluding depreciation and the basic assumptions aimed at providing a true picture of the amortization expenses), the average rate for the period is enterprise: applied.

- continuity of operation; The exchange differences are allocated to the net profit for the year. - consistency of accounting methods from one year to the next;

- independence of years; B) REGISTERED OFFICE AND VILLAGES IN FRANCE and in conformity with the general rules for preparing and presenting annual financial statements. Foreign currency transactions impacting asset and liability items are accounted for over the course of the period based The Company follows the rules set forth by the professional on the average monthly rates, and differences to the real rate accounting plans for hotel industries (CNC Notice 27 dated 21 on the day of the transaction are carried in the statement of January 1984) and travel agencies (CNC Notice 34 dated 12 income under financial losses or income. March 1984). Translation differences as of the end of the year resulting from the difference between the average monthly rate and the closing rate are posted to net income.

Registration Document 2008 B-137

2.4.2. PROPERTY, PLANT AND EQUIPMENT 2.4. INTANGIBLE AND TANGIBLE ASSETS Property, plant and equipment are evaluated using the The evaluation of items posted in the accounts was done by historical cost method which includes the acquisition and reference to what is known as the historical cost method, production costs. except with regard to non-current assets re-evaluated Production cost includes materials and direct labor, as well as pursuant to the Law of 29 December 1976. the costs for construction and development. The costs of loans linked to investment financing are not Depreciation write-downs are calculated using the straight-line included in the acquisition cost of the non-current assets. method as a function of the useful life of the goods. They are The amount of non-current development costs is constituted reviewed at each year-end and adjusted if necessary. The by the charges incurred from the time of the company's adjustments are treated as a change in accounting estimates decision to undertake the project. and are made prospectively.

The individual parts of each item of property, plant and 2.4.1. INTANGIBLE ASSETS equipment are recognized separately when the estimated Intangible assets are accounted for at their acquisition or useful life is different from that of the asset as a whole. production cost (including accessory expenses) during the The main useful lives are as follows: period in which they were acquired. Depreciation write-downs are calculated using the straight-line method as a function of the expected useful life: o Groundworks, foundations and structures 50 years

o Roof structures and coverings 30 years o transport management module 3 years o External and internal walls 25 years o financial information system 3 to 15 years o Utility installations (plumbing, electricity, heating, etc.) o other software 3 to 8 years 20 years

o marketing system 3 to 24 years o Fixed hotel equipment 15 years

o other intangible assetso 3 to 10 years Fixtures and fittings (joinery, wall and floor coverings, windows, etc.) 10 years

o Other 3 to 10 years These useful lives are reviewed at each year-end and adjusted if necessary. The adjustments are treated as a change in accounting estimates and are made prospectively. When the value in use or market value of the Villages to be The duration of depreciation of the marketing system software sold or shut down is less than the net carrying amount, a and of the financial information system are prolonged if further special provision is recorded to write the assets down to their development of these applications changes their useful life. recoverable value.

Non-amortizable intangible assets are subjected to an When Villages are built or renovated, the costs incurred are impairment test. Impairment tests are based on discounted shown under fixed assets under construction until the opening cash flows (to determine estimated value in use) and date of the Village, the starting point for these fixed assets recoverable amounts estimated by reference to market being placed in service. multiples (to determine estimated fair value less costs to sell). 2.5. NON-CURRENT FINANCIAL ASSETS Cash flow projections for subsequent periods are estimated by extrapolating the projections over the future duration of the Investment securities are posted to the balance sheet at their lease, historical data over three years, and the budget, based acquisition cost, less any provisions for impairment on the present value of the assets. established when the value in use becomes lower than the carrying amount. The discount rate used is determined based on weighted average cost of capital. The costs of securities posted to the balance sheet do not include the costs associated with their acquisition. When the CGU’s recoverable amount determined by the above methods is less than the carrying amount of its assets, The value in use is determined by reference to the share of an impairment loss is recognized to write down the CGU to the equity capital that the securities represent, at the closing recoverable amount, defined as the higher of value in use and exchange rate for foreign companies, adjusted as applicable fair value less costs to sell. to take into account the intrinsic value of the companies. The criteria applied are as follows: The commercial capital consists of businesses and lease premiums of marketing agencies (note 3.1.1.).

B-138 Registration Document 2008

– the historical elements that were used to assess the original value of the securities; 2.9. PROVISIONS FOR CONTINGENCIES AND LOSSES – the current elements such as the profitability of the enterprise or the real value of the underlying assets; Provisions are recorded when the Company:

– the future elements corresponding to the prospects for - has a (legal or implied) obligation to a third party profitability or realization and to future economic trends. resulting from a past event,

The assessment of the value of the securities takes into - for which it is likely that an outflow of resources account in particular the maturity of the business (for example, representing economic advantages will be required if the business is in a launch phase, no provision is to extinguish the obligation, and established if the future profitability is assured). - the amount of the obligation can be reliably Depreciation is recorded on the securities, then on the loans estimated. and the current accounts, and finally, if necessary, a provision Provisions for liability claims correspond to the estimation for contingencies is established. made by an insurance broker of the risks associated with the civil and baggage liability litigation, which are declared on 31 2.6. INVENTORIES October of every year. Inventories are measured at the lower of cost, calculated by the weighted average cost method, and net realizable value. 2.10. PENSIONS AND OTHER LONG-TERM Net realizable value is the estimated selling price in the BENEFITS ordinary course of business less the estimated costs of Company employees are covered by various plans providing completion and the estimated costs necessary to make the for the payment of supplementary pensions, length-of-service sale. awards and other long-term benefits in line with the laws and practices in the Company’s host countries. The Company 2.7. RECEIVABLES applies CNC Recommendation No. 2003-R01 in this regard. A Trade receivables are recognized and measured based on the description of the Company's main plans is provided in Note initial invoice amount, with deduction of the provisions for 3.9. impairment of estimated non-recoverable amounts. POST-EMPLOYMENT BENEFITS A provision is recorded when there is objective evidence that the company will not be able to recover its receivables. The DEFINED CONTRIBUTION PLANS amount of the provision varies as a function of the real possibilities for recovery of the receivable, evaluated with Contributions to government plans and other defined prudence based on the asset situation of the debtor, the contribution plans are recognized as an expense for the period complexity of the recovery action, and the general market in which they are due. No provision is recorded as the situation. Bad debts are written off when it is certain they will Company’s obligation is limited to its contributions to the plan. not be recovered. DEFINED BENEFIT PLANS 2.8. CASH AND CASH EQUIVALENTS Obligations under defined benefit plans are measured by the Cash and cash equivalents are held to meet the Group’s projected unit credit method. This method involves the use of short-term cash needs. They include cash at bank and in hand, long-term actuarial assumptions concerning demographic short-term deposits with an original maturity of less than three variables (such as employee turnover and mortality) and months and money-market funds that are readily convertible financial variables (such as future increases in salaries and into cash. Cash equivalents are defined as short-term, highly discount rates). These variables are reviewed each year. liquid investments that are readily convertible into known Actuarial gains and losses – corresponding to the effect of amounts of cash and which are subject to an insignificant risk changes in actuarial assumptions on the amount of the of changes in value. obligation – are recognized as explained below. These gains and losses represent assets or liabilities to be amortized. Cash assets are recorded at their historical value. When the liquidation value of these investments is higher than their The interest cost, corresponding to the increase in the acquisition price, it cannot be retained as a value in the obligation due to the passage of time, is recognized in balance sheet; if it is lower, then the potential latent loss gives “Finance cost, net”. rise to the recognition of a provision for impairment.

Registration Document 2008 B-139

This redemption was accompanied by a redemption premium TREATMENT OF ACTUARIAL GAINS AND LOSSES of €21.6 million and a coupon of €3.8 million.

These actuarial gains and losses of post-employment The bonds issued on 3 November 2004 have a final maturity advantages constitute assets or liabilities to be amortized. of 1 November 2010. They are recorded in net income according to the corridor They bear interest at 4.375% per annum, or €2.12 per bond, method applied plan by plan. Under this method, actuarial and if they are not converted and/or exchanged for shares, the gains and losses are recognized in the statement of income Company will reimburse the bearers at par. when cumulative unrecognized gains and losses exceed the greater of 10% of the present value of the defined benefit The expenses associated with the issue of the 2004 OCEANE, obligation and 10% of the fair value of plan assets. The portion in the amount of €3.2 million, are spread out in charges to be of actuarial gains and losses that exceeds the 10% corridor is allocated over the life of the bonds. recognized in income over the average remaining service lives of plan participants. 2.11.2. CONFIRMED LINE OF CREDIT AND OTHER BORROWINGS PAST SERVICE COST As of 31 October 2008, the Company has: Past service cost is the increase in the present value of the  a €120 million syndicated line of credit expiring in defined benefit obligation resulting from changes to post- 2010. For 2008, the Company made individual employment benefits or other long-term benefits. Past service withdrawals with 1-month maturity dates from the cost is recognized as an expense over the average period syndicated line of credit. As of 31 October 2008, this until the benefits become vested. If the benefits are already line of credit had no withdrawals. On 3 November vested, past service cost is recognized immediately. 2008, the Company withdrew €120 million to finance the OCEANE redemption. CURTAILMENTS AND SETTLEMENTS  a €50 million loan facility due in 2017, secured by Gains or losses on the curtailment or settlement of defined the assets of the Cancún Yucatán Village, entered benefit plans are recognized when the curtailment or into at the end of May. settlement occurs. The gain or loss on a curtailment or settlement comprises any resulting change in the present  a €26 million loan dedicated to the work on La value of the defined benefit obligation and any related Pointe aux Canonniers Village taken out in June actuarial gains and losses and past service cost that had not 2007. This loan is secured by a lien on the shares of previously been recognized. the company that owns the Village.

The covenants accompanying these borrowings as of 31 2.11. INTEREST-BEARING LIABILITIES October 2008 are as follows:

2.11.1. OCEANES (CONVERTIBLE OR EXCHANGEABLE BONDS) Covenants to be complied with Situation at 31 As of 31 October 2008, the Company's debt includes €277.2 October 2008 million in convertible bonds whose effective date is Off-balance sheet commitments < €200 million €121 million - 30 April 2002 for €127.2 million Gearing ratio less than 1 0.60

- 3 November 2004 for €150 million. Net debt/EBITDA less than 3.5 2.72 Fixed charge cover more than 1.35 1.51 The bonds issued on 30 April 2002 have a final maturity of 3 November 2008. The ratios are calculated based on the consolidated financial statements of the Club Méditerranée Group as of 31 October They bear interest at 3% per annum. In addition, if they are 2008. not converted and/or exchanged for shares, the Company will pay the bearers a redemption premium. Therefore, in this case, The covenants were complied with as of 31 October 2008. the total actuarial rate of return at maturity will be 5.25%. The expenses associated with the placement of the In addition, the part of the interest between 3% and 5.25% is amortizable line dedicated to the Cancun Village (€1 million) provisioned every year on a prorated basis until 3 November are spread out in charges to be allocated over 10 years. 2008. The expenses associated with the placement of the borrowing On 3 November 2008, the Company redeemed the €127.2 for the Pointe aux Canonniers Village (€0.2 million) are spread million in convertible bonds that had reached maturity out in charges to be allocated over 10.5 years. (effective date of 30 April 2002).

B-140 Registration Document 2008

As of 31 October 2008, the consolidated group is comprised 2.12. FINANCIAL INSTRUMENTS as follows: The Company uses financial instruments to cover the interest- ⇒ Companies present as of 1 November 2007 rate risk for the variable part of its debt and to cover net cash flows in foreign currency for maturities of one year or less. - Club Aquarius,

Since the covers are allocated to events to occur in the - Club Med Amérique du Nord, following year, the unrealized losses and gains resulting from - Club Med Amérique du Sud, the re-evaluation of the cover instruments are deferred at the time of the transaction. - Club Med Centre d’Appels Européen,

- Club Med Evénements, 2.13. TREASURY SHARES - Club Med Marine, Club Méditerranée shares held by the company are recognized under marketable securities. Gains or losses - Club Med World Holding, realized on the sale of these own shares are recorded under - Club Med World France, net financial income or expense. - Hôteltour, 2.14. STOCK OPTIONS - Loin Voyages, The Company has set up stock option plans for members of - Sas du Domaine de Dieulefit, senior management and certain employees. - Société Immobilière des Résidences Touristiques, The share subscription plans provide for the issue of new shares that are not recognized as a capital increase until the - Société des Villages de Vacances, payments are received. The most recent plan implemented - Société Hôtelière du Chablais, (Plan M) was approved by the Board of Directors meeting on 11 March 2008. - Société de Gestion Hôtelière et de Tourisme,

The stock purchase plans do not provide for the issue of new - Vacation Resort shares. They are treasury shares.

2.15. REVENUE ⇒ Companies opting in as of 1 November 2007

Services: - Club Med Ferias,

- vacation package revenues are recognized over the - Club Med Villas et Chalets Holding, period of service provision. - Club Med Villas et Chalets, - Transport revenues are recognized on the travel - Club Med Villas La Caravelle, date.

- Other operating revenues are recognized in the period in which the transaction takes place. ⇒ Companies having left the Group as of 1 November 2007

Sales of goods: revenue from the sale of goods is recognized - CM Croisières et Tourisme, when the goods are delivered and the significant risks and - Jet tours, rewards of ownership are transferred to the buyer. - Jet Eldo, 2.16. TAX CONSOLIDATION - Jet Loisirs The Company has opted for the tax consolidated regime and The tax conventions linking the Parent Company to the is constituted as the head of a group of 20 of its subsidiaries. subsidiaries are identical and provide that the corporation tax due from the tax group must be borne entirely by the Parent Company, without transfer of the future tax savings to the subsidiaries.

Registration Document 2008 B-141

3. NOTES TO THE BALANCE SHEET

3.1. INTANGIBLE ASSETS

3.1.1. COST

Placemen Cost at 31 Acquisitio Cost at 31 (in € millions) t in October 2007 ns October 2008 service Research and development expense 2 2 Concessions, patents, licenses, trade marks, similar rights and 105 2 2 109 values

Commercial capital (1) 8 1 9 Other intangible fixed assets (including assets under 3 4 (3) 4 construction) Total gross intangible assets 118 6 - 124

(1) Businesses and lease premiums of marketing agencies

3.1.2. DEPRECIATION, AMORTIZATION AND PROVISIONS FOR IMPAIRMENT

Depreciation, Depreciation, amortization amortization and (1) (in € millions) Expenses Reversals and provisions provisions at 31 at 31 October October 2007 2008 Research and development expense 1 1 - 2 Concessions, patents, licenses, trade marks, similar rights 72 6 - 78 and values Total depreciation, amortization and provisions on 73 7 - 80 intangible assets

(1) The increases for the period mainly have to do with developments associated with the website

3.2. PROPERTY, PLANT AND EQUIPMENT

3.2.1. COST

Cost at 31 Acquisitions Sales and Reclassifications Cost at 31 (in € millions) October other disposals October (1) (3) 2007 (2) and other 2008

Land 8 8

Buildings, machinery and equipment 247 17 (5) 13 272 Other property, plant and equipment (including 42 10 (4) - 48 assets under construction) Total gross property, plant and equipment 297 27 (9) 13 328

(1) The main investments for the year were realized at the Villages of Tignes Val Claret (€5 million), Les Deux Alpes (€2 million), Avoriaz (€2 million), and in the Club Méditerranée agencies in France (€2 million).

(2) The main disposals in the year relate to the Village of Al Hoceima (€4 million) and the computer equipment at the registered office (€2 million).

(3) The reclassifications and other correspond

- for €11 million, to the fixed assets integrated following the merger by universal transfer of the assets of Club Med Croisières et Tourisme

- for €2 million, to translation differences.

B-142 Registration Document 2008

3.2.2. DEPRECIATION, AMORTIZATION AND PROVISIONS FOR IMPAIRMENT

Depreciation, Depreciation, amortization and Reclassifications amortization and (in € millions) Expenses Reversals (1) provisions at 31 and other (3) provisions at 31 October 2007 October 2008 Buildings, machinery and equipment 136 16 (10) 8 150 of Villages Other property, plant and equipment 25 3 (3) 25 (including assets under construction) Total depreciation, amortization and provisions on property, plant 161 19 (13) 8 175 and equipment

(1) The main reversals in the year relate to the Villages of Al Hoceima (€4 million), Da Balaia (€4 million), and the computer equipment at the registered office (€2 million).

(2) The reclassifications and other are mainly comprised of depreciation and amortization integrated following the merger by universal transfer of the assets of Club Med Croisières et Tourisme (€6 million).

3.3. NON-CURRENT FINANCIAL ASSETS

3.3.1. COST

The main changes in costs are broken down as follows:

Cost at 31 Acquisitions and Sales and Reclassificati Cost at 31 (in € millions) October other increases (1) other ons and other October 2007 disposals (2) (3) 2008 Equity investments 746 19 (63) 144 846 Receivables from controlled entities 105 25 (7) (25) 98 Loans and other non-current financial 27 - 13 40 assets Total non-current financial assets 878 44 (70) 132 984

Registration Document 2008 B-143

Details of movements by security:

(2) (3) (1)

(in € millions) Sales and other Reclassifications and Acquisitions disposals other Capital increases through cash contributions 19 - - CM Hellas 11 Financière CMG 2 Albion Development 6 Capital increases through incorporation of - - 158 receivables CM Amérique du Nord (5) 149 CM Amérique du Sud 9 Sales of securities - (63) - CM Gym (56) CM Côte d'Ivoire (6) Société Immobilière de la Mer (1) Merger by universal transfer of assets - - (14) Club Med Croisières et Tourisme (4) (14) Equity investments 19 (63) 144 Loans 25 - 12 Covifra 14 12 Albion Development 8 Financière CMG 3 Capital increases through incorporation of - - (37) receivables CM Amérique du Nord (5) (28) CM Amérique du Sud (9) Write-offs of receivables - (7) - CM Côte d'Ivoire (7) Receivables from controlled entities 25 (7) (25) Financière CMG (seller's credit) - 13 Loans and other non-current financial assets 0 - 13 Changes in non-current financial assets 44 (70) 132

(4) Club Med Croisières et Tourisme SA was absorbed by universal transfer of assets in 2008. The merger difference was (€1 million):

(in € millions) Cost of securities (14) Value of contributions 13 Merger difference (1)

(5) The €149 million capital increase of Club Med Amérique du Nord was realized by incorporation of loan receivables for €28 million and of current accounts of €121 million (see Note 3.5).

B-144 Registration Document 2008

3.3.2. PROVISIONS FOR IMPAIRMENT

The main changes in provisions for impairment of non-current financial assets are broken down as follows:

Provisions at 31 (1) Provisions at 31 (in € millions) Expenses Reversals October 2007 October 2008 Equity investments 391 45 (14) 422 Receivables from controlled entities 9 (7) 2 Total provisions for non-current financial assets 400 45 (21) 424

(1) Expenses for provisions are explained by the deterioration of the net worth of the subsidiaries (impact on the net financial income, see 4-4).

3.4. TRADE ACCOUNTS RECEIVABLE

Net values at 31 Cost at 31 Net values at 31 Provisions (in € millions) October 2007 October 2008 October 2008

Trade accounts receivable 49 48 (3) 45 Total trade receivables 49 48 (3) 45

3.5. OTHER RECEIVABLES Net values at 31 Cost at 31 Net values at 31 Provisions (in € millions) October 2007 October 2008 October 2008 Amounts due from suppliers, advances paid and assets to be received 4 3 3 Current accounts receivable (1) 389 311 19 292 Social and tax receivables 18 15 15 Other receivables 12 15 3 12 Total other receivables 423 344 22 322

(1) The decrease in the item Current Accounts is mainly due to the capital increase by incorporation of receivables (current accounts) realized at Club Med Amérique du Nord for €121 million.

3.6. CASH

Fiscal 2007 Fiscal 2008 Net Gross Liquidation value at (in € millions) Provisions Net values values values 31 October 2008 Marketable securities (1) 29 38 38 38 Treasury shares(2) 8 9 4 5 Banks/In hand (3) 26 64 64 Total cash 63 111 4 107

(1) The marketable securities are comprised of money-market funds. The liquidation value corresponds to the market value at 31 October 2008.

(2) The treasury shares were amortized based on the average price in October 2008 (€17.9).

Number of shares purchased Number of shares sold Number at 31 Number at 31 Average price Average price October 2007 October 2008 Number Number (€) (€) Treasury shares 201,588 274,837 504,982 33.71 431,733 34.63

Acquisitions realized by means of a liquidity contract under share buyback programs authorized by the shareholders' meetings of 8 March 2007 and 11 March 2008.

(3) The increase in the item "Banks/In hand" is associated with the cash generated by the sales transactions.

Registration Document 2008 B-145

3.7. CHANGE IN EQUITY At 31 At 31 At 31 October Allocation October October Proposed 2007 before of the net Capital 2008 before 2008 after (in € millions) Net profit allocation of allocation of profit for increase allocation of Proposed net income the net profit 2007 the net profit allocation of for the year for the year net income Number of shares at (1) 19,370,705 7,200 19,377,905 19,377,905 4 euros

Share capital 77 77 77 Contribution, issue or 563 563 563 merger premiums Legal reserve 7 7 7 Other reserves 22 5 27 27 Retained earnings (281) (43) (323) (1) (324) before appropriation Net profit (38) 38 (1) (1)

TOTAL 350 - (1) - 350 (1) 350

(1) The number of shares remaining to be issued at 31 October 2008, as stock options and bonus shares for staff is 1,189,572.

3.8. PROVISIONS FOR CONTINGENCIES AND LOSSES

Reversals Reversals 31 Expenses 31 for the year for the year October for the October (in € millions) (utilized (unutilized 2007 year 2008 provision) provision)

Pension commitments (1) 19 2 (1) 20 Civil liability 6 3 (2) (1) 6 Financial risks ("OCEANE" redemption premium) 19 3 22 Financial risks (provisions for net worth of subsidiaries) 3 4 (1) 6 Provisions for special contingencies - provisions for legal and tax contingencies (2) 2 3 5 - restructuring (3) 5 4 (2) (1) 6 Total provisions for contingencies and losses 54 19 (6) (2) 65

(6) The methods of calculating the provision associated with pension commitments are laid out in 2.10. The detailed calculation is expressed in 3.9. (7) Operating risks associated with the nature of the tourist business and the administrative and legal context of certain countries where the Company is present. (8) Risks essentially due to restructuring and shut-down of Villages.

assumptions on the amount of the obligation – are recognized 3.9. PENSION COMMITMENTS: DEFINED BENEFIT as explained below. These actuarial differences are taken into PLANS account using the corridor method described in Note 2.10. "Pensions and other long-term benefits". 3.9.1. MAIN ACTUARIAL ASSUMPTIONS The assumptions made by the Company regarding the main The Company’s obligations under defined benefit plans are plans are as follows: measured by the projected unit credit method. This method involves the use of long-term actuarial assumptions 2007 2008 concerning demographic variables (such as employee Discount rate 5.04% 6.00% turnover and mortality) and financial variables (such as future Assumption of long-term increases in salaries and discount rates). These variables are increase of salaries 3.60% 4.30% reviewed each year. Actuarial gains and losses – corresponding to the effect of changes in actuarial

B-146 Registration Document 2008

3.9.2. FUNDED STATUS OF DEFINED BENEFIT PLANS 3.10. INTEREST-BEARING LIABILITIES

3.10.1. BORROWINGS AND INTEREST-BEARING (in € millions) 2007 2008 LIABILITIES

Present value of the unfunded obligation 13 9 31 October 31 Unrecognized actuarial gains and LIABILITIES (in € millions) 2007 October losses 6 11 Pro Forma (1) 2008 Net liability recognized in the Debenture bonds 287 288 balance sheet 19 20 Bank loans and borrowings 3.9.3. CHANGES TO DEFINED BENEFIT PLANS at 2 years maximum at 84 91 origination: Borrowings 68 75 (in € millions) 2007 2008 Defined benefit obligation at 1 Syndicated line of credit 10 - November 13 13 Accrued interest 2 2 Service cost 1 1 Bank credit facilities 4 15 Interest cost (discounting Miscellaneous long-term adjustment) 1 1 borrowing and other interest- 76 167 Actuarial (gains) and losses for bearing liabilities the period (1) (5) Curtailments/settlements (1) (1) Deposits received 1 1 Paid benefits 0 0 Other similar loans and 1 1 Defined benefit obligation at 31 borrowings October 13 9 Current accounts payable 74 165 Total borrowings and interest- 447 546 bearing liabilities

(1) 3.9.4. ANALYSIS OF DEFINED BENEFIT PLAN As of 31 October 2008, the current financial accounts were COSTS presented under miscellaneous long-term borrowing and other interest-bearing liabilities, and not under other non-current liabilities. The 2007 pro forma financial statements take this reclassification into account (for €74 million). (in € millions) 2007 2008 Service cost (1) (1) See Note 2.1 change in method Actuarial gains and losses recognized in the period 1 1 3.10.2. GLOBAL BREAKDOWN BY CURRENCY Curtailments/settlements 1 1

Cost recognized in employee benefits expense 1 1 The long-term borrowing and interest-bearing liabilities are Interest cost (1) (1) mainly denominated in euros. Cost recognized in finance cost, net (1) (1) 3.10.3. LONG-TERM BORROWING AND INTEREST- BEARING LIABILITIES: BREAKDOWN BY INTEREST Total recognized (expense)/income 0 0 RATES

3.9.5. SENIOR MANAGEMENT PENSION 31 31 October € millions October Members of senior management are covered by a defined 2007 2008 contribution pension plan managed by an external fund, with Pro Forma contributions representing between 6.29% and 8% of their Fixed interest-bearing liabilities 361 364 gross compensation. Total contributions to this plan amounted Variable interest-bearing liabilities 86 182 to €0.3 million in fiscal 2008, unchanged from fiscal 2007. Total borrowings and interest- 447 546 bearing liabilities

Registration Document 2008 B-147

3.11. OPERATING LIABILITIES 31 31 (in € millions) October October 2007 2008 31 31 (in € millions) October October Transport purchases 11 16 2007 2008 Rent 11 15 Trade payables 70 71 Tickets for vacation packages, bed and breakfasts, tours and other 5 4 Suppliers - invoices not received 33 35 hotel services Purchases of goods and raw Total trade payables 103 106 2 2 materials Personnel 14 16 Insurance 1 - Corporate management bodies 13 14 Other services 3 2 Taxes other than on income 6 16 Total prepaid expenses 33 39 Total tax and social liabilities 33 46 Total operating liabilities 136 152 3.13.2. DEFERRED INCOME

3.12. MISCELLANEOUS LIABILITIES Deferred income recognized at year-end came to €43 million. They mainly correspond to the share of vacation packages

used in the following year.

31 October 31 October (in € millions) 2007 2008 (1) 31 Pro Forma 31 October (in € millions) October Suppliers of non-current 2008 3 3 2007 assets The registered office - marketing Suppliers of noncurrent assets 32 41 3 4 activity - invoices not received The branches and Villages 3 2 Total liabilities on fixed assets and associated 6 7 Total deferred income 35 43 accounts Current accounts (1) 144 54 Miscellaneous payables 5 13 3.13.3. ACCRUED INCOME Total other non-current 31 149 67 31 October liabilities (in € millions) October 2008 Total miscellaneous non- 2007 155 74 current liabilities Accrued interest on receivables 1 1 from controlled entities (1) As of 31 October 2008, the current financial accounts were Customers - invoices to be 3 2 presented under miscellaneous long-term borrowing and other prepared interest-bearing liabilities, and not under other non-current Suppliers - assets to be received 1 1 liabilities. The 2007 pro forma financial statements take this Tax and social receivables 4 1 reclassification into account (for €74 million). Other accrued income 1 2 See Note 2.1 change in method Total accrued income 10 7

3.13. REGULARIZATION ACCOUNTS 3.13.4. ACCRUED EXPENSES 31 3.13.1. PREPAID EXPENSES 31 October (in € millions) October 2008 2007 Prepaid expenses recognized at year-end came to €39 million. Accrued interest on OCEANE 10 10 By nature, they correspond to the elements indicated above relating to purchases of goods or services in which the Suppliers - invoices not received 33 35 performance will occur later. Suppliers - invoices not received 3 4 on non-current assets Employees and other social 18 20 institutions Budget 1 10 Other accrued expenses 1 1 Total accrued expenses 66 80

B-148 Registration Document 2008

3.13.5. CHARGES OVER MULTIPLE PERIODS

These are commitment fees and expenses associated with the 4.2.2. OPERATING EXPENSES: EXTERNAL subscription of long-term borrowings and syndicated lines of SERVICES credit. 31 October 31 October € millions 2007 2008 (in € millions) 2007 2008 Charges over multiple periods 3 2 Fixed asset leases 103 113 Upkeep and maintenance 18 20 3.14. TRANSLATION ADJUSTMENTS Commissions 60 62 Advertising, promotion 31 28 There were no translation adjustments at 31 October 2008. Insurance 13 10

Fees 16 21 4. NOTES TO THE STATEMENT OF Other external services 75 77 INCOME Total external services 316 331

% of revenues 31% 30% 4.1. REVENUE

4.1.1. REVENUES BY BUSINESS CATEGORY

4.3. OPERATING PROVISION EXPENSES AND (in € millions) 2007 2008 REVERSALS Vacation packages - tours - 966 1,047 transport Services 43 50 (in € millions) 2007 2008 Sales of goods 15 16 Provisions for contingencies and 1 (3) Total revenues 1,024 1,113 losses Provisions for customers and (2) (1) associated accounts

Transfers of charges (1) 8 - 4.1.2. REVENUES BY GEOGRAPHIC MARKETS Total operating expenses and 7 (4) reversals (in € millions) 2007 2008 (1) Metropolitan France 584 664 In 2007, the expense transfers correspond to the salary costs for shutdown Villages. In 2008, no expenses were Abroad 440 449 transferred to special items (limited to unusual, abnormal or Total revenues 1,024 1,113 infrequent events)

4.2. OPERATING EXPENSES 4.4. FINANCE COST, NET

4.2.1. OPERATING EXPENSES: PURCHASES (in € millions) 2007 2008

Interest (19) (20) (in € millions) 2007 2008 Exchange gains and losses 1 - Purchases of goods and raw 63 67 materials Provisions for treasury shares (4)

Tickets for vacation packages, Provisions for "OCEANE" redemption bed and breakfasts, tours and 189 183 premiums and expenses associated (5) (9) other hotel services with financing Transport purchases 203 228 Pension provision (1) Services 28 30 Impact Holding: costs of subsidiaries (18) (9) Other purchases 23 23 Cost recognized in finance cost, net (41) (43) Total purchases 506 531 % of revenues 49% 48%

Registration Document 2008 B-149

4.5. EXCEPTIONAL INCOME (LOSS) (in € millions) 2007 2008 Sales of intangible, tangible and financial (1) 28 fixed assets Total extraordinary net income (1) 28

The 2008 extraordinary net income is mainly explained by the net income from the sale of securities of:

- CM Gym for €18 million

- Société Immobilière de la Mer for €10 million

- CM Côte d’Ivoire for (€3 million) and by the regularization of the sale of the Village of Balaïa in 2007 for €4 million.

4.6. CORPORATION TAX

4.6.1. TAX EXPENSES

The tax group has a combined loss carried forward at 31 October 2008 of €197 million.

The tax on profits is essentially comprised of taxes on foreign branches.

4.6.2. UNRECOGNIZED DEFERRED TAX RECEIVABLES AND LIABILITIES 31 October 2007 Change 31 October 2008 (in € millions) Equity and Equity and Equity and Assets Assets Assets liabilities liabilities liabilities

Losses to be carried (1) (2) (3) 177 33 13 197 forward

(1) Calculation on hypothetical tax result at 31 October 2007

(2) Adjustment based on real tax result at 31 October 2007

(3) Calculation on hypothetical tax result at 31 October 2008

5. OTHER INFORMATION

5.1. RECEIVABLES AND LIABILITIES BY EXPIRY DATE

RECEIVABLES at more than one Amounts at one year year € millions Of non-current assets Receivables from controlled entities 95 1 94 Loans 12 12 Other non-current financial assets 31 31 Total receivables from non-current assets 138 1 137 Of current assets Trade receivables 48 48 Tax and social receivables 15 15 Group and associates 311 127 184 Amounts due from suppliers, advances paid and assets to be received 3 3 Other receivables 15 15 Total receivables from current assets 392 208 184 Prepaid expenses 39 39 Expenses to be allocated 2 2 Total receivables 571 250 321

B-150 Registration Document 2008

at more LIABILITIES at one from 1 to 5 Amounts than five year years € millions years Debenture bonds 288 138 150 Bank loans and borrowings 91 17 7 67 at 2 years maximum at origination Miscellaneous long-term borrowing and other interest- 167 167 bearing liabilities Total borrowings and interest-bearing liabilities 546 155 157 234 Advances and payments on account from customers 50 50 Total trade payables 106 106 Tax and social liabilities 46 46 Liabilities on fixed assets and associated accounts 7 7 Group and associates 54 54 Other liabilities 13 13 Total liabilities 276 276 Deferred income 43 43 Total liabilities 865 474 157 234

5.2. OFF-BALANCE SHEET COMMITMENTS GIVEN OR RECEIVED

Companies CATEGORIES OF COMMITMENTS Miscellaneous Other (legal consolidated by Total (Loans, sales, import duties, global (in € millions) etc.) other travel) integration

Commitments/securities provided Europe-Africa 181 51 107 23 North America 46 40 6 Asia/Pacific 10 9 1 Total commitments/securities provided 237 100 114 23 Commitments/securities received Received from travel agencies 1 1

Write-off of receivables (return to better fortunes 128 128 clause)

Construction - Building site work 2 2 Hedging 7 7 Total commitments received 138 138 Reciprocal commitments Unutilized amounts of a confirmed line of credit 120 120 Forward currency purchases/sales 8 8 Total reciprocal commitments 128 128

Registration Document 2008 B-151

5.3. FINANCE LEASE TRANSACTIONS

Depreciation and amortization (in € millions) Starting cost expense Net 2008 cumulative

Property complex 5 0 3 2

Paid royalties Royalties still to be paid Remainin g Total (in € millions) At no cumulativ more + 1 to 5 + 5 Total purchase commitment in 2008 e than 1 years years payable price year Finance lease 0 3 0 2 1 3 2 5 commitments

5.4. RENT COMMITMENTS

The Detail of minimum future lease payments due under these non-cancelable operating leases. The amounts are indexed at the last known rate.

2029 2014 to 2019 to (in € millions) Total rents payable 2009 2010 2011 2012 2013 and 2018 2028 beyond Remaining rents due 1,291 109 110 110 110 111 494 227 20

6. AVERAGE NUMBER OF EMPLOYEES

2007 2008 Executives 708 725 Employees 7,923 7,717 Total 8,631 8,442 which can be broken down into: Executive and permanent employees (registered office, country representative 2,310 2,331 offices and G.O.® Villages) Other staff of Villages 6,321 6,111

Largest average monthly staff number for the year.

At 31 October 2008, employees had accumulated 111,850 hours in statutory employee training rights (DIF) in France.

7. SUBSIDIARIES AND EQUITY INVESTMENTS

Club Méditerranée SA consolidates its direct subsidiaries

B-152 Registration Document 2008

Revenue Rate at Net income from last 31 Equity Provisions Net carrying Amount of from last period Dividend October Carrying Provisions Receivables capital ** (in for loans amount of securities period closed received (in € millions) 2008 of % held amount of on from controlled Currency millions of and securities, and closed (in (in during currency securities securities entities *** local units) advances loans guarantees millions of millions the year versus local units) of local euro units)

Subsidiaries

Club Aquarius EUR 100.00 9 10 2 - - 8 - 1 1 2

Club Med Amérique du Nord EUR 100.00 57 341 216 - - 125 - 7 - -

Club Med Amérique du Sud EUR 100.00 (4) 22 12 5 - 15 - (11) - -

Club Med Centre d'Appel Européen EUR 100.00 2 13 11 - - 2 - (2) 9 -

Club Med Evènement EUR 100.00 - 1 1 - - - - (1) 4 -

Club Med Marine EUR 100.00 23 27 6 - - 21 - (1) 26 -

Club Med Villas et Chalets Holding EUR 100.00 ------

Club Med World Holding EUR 100.00 (2) 55 55 - - - - 1 - -

Domaine de Dieulefit EUR 100.00 13 8 - - - 8 - - - -

Hoteltour EUR 100.00 81 77 - - - 77 - 11 - 4

Loin voyages EUR 100.00 1 11 10 - - 1 - - - 1

Société Civile Edomic EUR 95.00 1 ------1 - -

Société de Gestion Hôtelière et de Tourisme EUR 100.00 1 5 4 - - 1 - - 7 -

Société Immobilière des Résidences EUR 99.99 - 3 3 ------Touristiques

TOTAL SUBSIDIARIES IN FRANCE 573 320 5 258 - 7

Registration Document 2008 B-153

Net Revenue income from last Rate at 31 from last Equity Provisions Net carrying Amount of period Dividendr October Carrying Provisions Receivables period capital ** (in for loans amount of securities closed eceived (in € millions) Currency 2008 of % held amount of on from controlled closed millions of and securities, and (in during currency securities securities entities *** (in local units) advances loans guarantees millions the year versus euro millions of local of local units) units) Akdeniz Turistik Tesisler TRY 1.991 100.00 17 40 26 - - 14 - 3 37 - Belladona Company for Hotel and Tourism EGP 7.069 50.00 16 5 1 - - 4 - 5 6 - Centro Vacanze Kamarina EUR 100.00 15 13 - - - 13 - - 4 - Albion Development EUR 100.00 (6) 6 - 8 - 14 17 (48) - - Club Med Asie EUR 99.99 (4) 5 - 51 - 56 - 9 - - Club Med Deutschland EUR 100.00 (6) 3 3 - - - 1 (3) 18 - Club Med Holland EUR 100.00 1 1 - - - 1 2 - 9 - Club Med Odmaralista HRK 7.170 100.00 (1) ------Club Med Ukraine UAH 7.507 100.00 (2) ------(1) 11 - Club Med Services EUR 100.00 ------Club Med viagens EUR 100.00 (1) ------(1) 2 - Club Med Belgique EUR 100.00 2 6 5 - - 1 7 - 17 - Club Med Espagne EUR 100.00 1 3 2 - - 1 - - 3 - Club Med Hellas EUR 100.00 41 99 36 2 - 65 2 (9) 12 - Club Med Israël ILS 4.685 100.00 (11) 6 6 - - - 2 2 52 - Club Med Services Europe GBP 0.787 99.90 ------2 - Club Med Suisse CHF 1.469 100.00 3 9 7 - - 2 1 1 34 - Club Med UK GBP 0.787 100.00 2 2 - - - 2 3 - 7 - CM Bazic TND 1.746 99.00 (3) ------Covifra MUR 40.768 76.18 715 6 - 26 - 32 44 193 - Holiday Villages Management Services MUR 40.768 100.00 (146) 1 1 - - 0 - (218) 956 - Hoteles y Campamentos Hocasa EUR 100.00 (2) 5 5 ------Immobiliaria Binigaus (1) EUR 50.00 - 1 1 - - - - - Nouvelle Société Victoria CHF 1.469 100.00 5 ------Servicios Auxiliares del Club Méditerranée EUR 100.00 6 7 1 - - 6 - - - - Sociedade Hoteleira Da Balaïa EUR 100.00 33 13 - - - 13 - 1 - - Société Immobilière et de Gestion Hotelière XOF 655.957 100.00 (1,673) 1 1 3 2 1 - 181 2,965 - du Cap Skirring Club Med South Africa ZAR 12.838 100.00 ------Vacances proprietary ltd ZAR 12.838 100.00 6 ------2 203 - TOTAL FOREIGN SUBSIDIARIES 232 95 90 2 225 35 - TOTAL SUBSIDIARIES 805 415 95 2 483 35 7

B-154 Registration Document 2008

TOTAL EQUITY INVESTMENTS IN FRANCE 1 - 3 - 4 - (2) -

Club Med Albion Resort EUR 22.50 17 5 - - - 5 - (2) 4 - Club Med Voyage TND 1.746 49.00 ------Holiday hotels CHF 1.469 49.84 23 3 - - - 3 6 - 2 - Immobiliaria Challenger (1) EUR 33.33 - 1 1 0 - - - - Societa Alberghiera Porto d'Orra EUR 40.52 10 3 - - - 3 - - - - Société de Promotion et de Financement TND 1.746 37.43 48 13 1 - - 12 9 2 - - Touristique Carthago Société d'Etudes et de Promotion Touristique TND 1.746 19.00 4 1 1 - - - - (2) - - Bekalka (1) Société d'Etudes et de Promotion Touristique TND 1.746 18.50 7 2 1 1 - 1 3 - Hammamet Société Torré d'Otrante Spa (1) EUR 15.00 10 1 1 - - - - Sviluppo Turistico Metaponto EUR 38.00 19 10 3 - - 7 - - - -

TOTAL FOREIGN EQUITY INVESTMENTS 39 7 - - 32 15 -

TOTAL EQUITY INVESTMENTS 40 7 3 - 36 15

OVERALL TOTAL 845 422 98 2 519 50 7

* Subsidiaries are companies in which the percentage holding is at least 50% and equity investments are companies in which the percentage holding is between 10% and 50% of the share capital.

** Equity capital including net income for the year

*** Including interest on loans (1) Balance sheets and statements of income not available at 31 October 2008.

Registration Document 2008 B-155

8. ITEMS RELATING TO ASSOCIATED ENTERPRISES AND EQUITY INVESTMENTS Gross amounts relating to enterprises held as equity (in € millions) associated investment Assets Investments 808 37 Receivables from controlled entities 95 3 Other receivables 299 11

Equity and liabilities Other liabilities of Group 52 - Other non-current financial liabilities 165 -

Net income Investment income (dividends) 7 - Other financial income (1) 37 4 Financial expenses (1) 63 -

(1) including expenses and reversals of provisions for subsidiaries

9. COMPENSATION TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES OF THE PARENT COMPANY (EUR thousands) 2007 2008

Lump-sum compensation allocated to Board members 305 305 (attendance fees paid to directors and non-voting directors)

Gross amount of lump-sum compensation of members of the Senior Management Committee including the executive directors 4,106 3,787 acquired for the year

10. PARTICIPATION

No participation reserve was released for the year as part of the derogation agreement of the Group.

11. NOTES ON THE CASH FLOW STATEMENT

11.1. DEPRECIATION, AMORTIZATION AND PROVISIONS

€ millions 2007 2008

Depreciation, amortization and provisions on intangible assets 6 7 Depreciation, amortization and provisions on property, plant and equipment 16 19 Depreciation, amortization and provisions on non-current financial assets (1) 57 24 Depreciation, amortization and provisions 79 50

(1) The change between 2008 and 2007 is explained by the severe decline in contributions to provisions for securities, particularly for the securities of Club Med Amérique du Nord.

B-156 Registration Document 2008

11.2. OTHER MOVEMENTS

(in € millions) 2007 2008

Disposal (gains) and losses, net (1) 1 (28) Write-offs of receivables (2) 30 12 Merger difference CMCT 1 Impact of historical rate and latent change (3) Provision for OCEANE redemption premium 3 Provisions for contingencies (net worth of subsidiaries) Other movements 31 (15)

(1) The disposal gains and losses were realized on disposals of securities in:

- Club Med Gym for €18 million

- Société Immobilière de la Mer for €10 million

- Club Med Côte d’Ivoire for (€3 million) and for the regularization of the sale of the Village of Balaïa in 2007 for €4 million

(2) Write-off of receivable in favor of Club Med Côte d’Ivoire for €12 million

11.3. CHANGE IN WORKING CAPITAL REQUIREMENTS

The change is essentially due to:

- the financing by the company of the American zone through the current account of CM Amérique du Nord for (€30 million),

- a VAT credit reimbursement for €3 million

- the increase in deferred income for €8 million.

11.4. INVESTMENTS

(in € millions) 2007 2008

Purchase of intangible assets 8 6 Purchase of property, plant and equipment (1) 28 27 Purchase of non-current financial assets (2) 16 44 Investments 52 77

(1) The main tangible investments in 2008 are expressed in Note 3.2.1.

(2) The main financial investments in 2008 are expressed in Note 3.3.1.

11.5. PROCEEDS FROM DISPOSALS OF NON-CURRENT ASSETS

This essentially relates to the sales prices of the securities:

- of Club Med Gym for €74 million (less a seller's credit of €13 million)

- of Société Immobilière de la Mer for €11 million

- and of Club Med Côte d’Ivoire for €3 million.

11.6. DISPOSALS OF OTHER NON-CURRENT FINANCIAL ASSETS

In 2008, the €2 million correspond to reimbursements of rent deposits, mainly in Italy.

Registration Document 2008 B-157

STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS

estimates required under current accounting policies. These To the Shareholders conditions are described in Notes 2.1.1 and 5.3 to the Consolidated Financial Statements. In compliance with the assignment entrusted to us by the Annual Shareholders’ Meeting, we hereby report to you, for This uncertain climate required us to make our own the year ended October 31, 2008, on: assessments and we bring the following elements relating to these to your attention, pursuant to Article L. 823-9 of the - the audit of the accompanying annual financial statements of French Commercial Code: Club Méditerranée; The carrying amount of investment securities has been - the justification of our assessments; and reviewed by the Company, as disclosed in Note 2.5. As part - the specific verifications and information required by law.. of our assessment of the reasonableness of the underlying estimates, we assessed the appropriateness of the These annual financial statements have been approved by accounting policies and methods, examined, as needed, the the Board of Directors. Our role is to express an opinion on related documentation, evaluated the consistency of the these financial statements based on our audit. underlying data and assumptions, and reviewed the calculations made by your company. I. OPINION ON THE ANNUAL FINANCIAL We also verified the appropriateness, with regard to the STATEMENTS applicable rules and methods, of the change in accounting We conducted our audit in accordance with the professional method (described in Note 2.1) for presenting current standards applicable in France. Those standards require that accounts with financial institutions, as well as of the we plan and perform the audit to obtain reasonable assurance disclosures made in the notes. about whether the annual financial statements are free from These assessments were made in the context of our audit of material misstatement. An audit includes examining, on a test the annual financial statements, taken as a whole, and basis, evidence supporting the amounts and disclosures in therefore contributed to the formation of the unqualified the financial statements. An audit also includes assessing the opinion expressed in the first part of this report. accounting principles used and significant estimates made by management, as well as evaluating the overall financial III. SPECIFIC PROCECURES AND DISCLOSURES statement presentation. We believe that our audit provides a reasonable basis for our opinion. We have also performed the other procedures required by law, in accordance with professional standards applicable in In our opinion, the financial statements present fairly, in all France. material respects, the financial position of the Company at October 31, 2008 and the results of its operations for the year We have no matters to report concerning: then ended, in accordance with the accounting rules and principles applicable in France. - the fairness and consistency with the annual financial statements of the information provided in the Board of Without qualifying the opinion expressed above, we draw your Directors’ Management Report and the documents addressed attention to the item in Note 2.1 concerning the change in the to the shareholders concerning the Company’s financial accounting method for presenting current accounts with position and the annual financial statements; financial institutions: These are now presented under miscellaneous long-term borrowing and other interest-bearing - the fairness of the information provided in the Management liabilities, and no longer under other non-current liabilities. Report on the compensation and benefits paid to corporate This reclassification has no impact on either the results or officers as well as commitments made in their favor at the reserves of the Company. time of their hire, dismissal or change in position, or subsequently thereto. II. JUSTIFICATION OF OUR ASSESSMENTS In accordance with French law, we have ensured that the The current economic climate makes it difficult for businesses required information concerning the purchase of investments to gain a clear picture of the future, particularly in terms of and controlling interests and the names of the principal operations and financing. This lack of visibility created shareholders (and holders of the voting rights) has been exceptional conditions this year in preparing the financial properly disclosed in the Directors’ Report. statements, especially with respect to the accounting

Neuilly-sur-Seine and Paris-La Défense, January 29, 2009

The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG AUDIT

Dominique Jumaucourt Pascal Macioce

B-158 Registration Document 2008

____ ADDITIONAL INFORMATION

B-160- STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS

B-164 – REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED RESOLUTIONS

B-173 – PROPOSED RESOLUTIONS

Registration Document 2008 B-159

STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS

equivalent to two years' gross pay. Gross pay includes annual To the Shareholders, gross base salary, annual bonuses, and benefits in kind. In our capacity as Statutory Auditors of Club Méditerranée (iii) Payment: (the “Company”), we present below our report on regulated agreements and commitments. The payment of severance compensation for the dismissal of the Chairman and CEO under the conditions outlined above Pursuant to Article L. 225-40 of the French Commercial Code, shall be subject to the attainment of performance criteria as we have been advised of the agreements and commitments defined below. requiring the prior approval of your Board of Directors. The performance criterion applied corresponds to the average Our responsibility does not include identifying any percentage represented by the annual bonus actually paid undisclosed agreements or commitments. We are required to (“Bonus”) in proportion to the target bonus used to calculate report to shareholders, based on the information provided, the bonus paid. The average percentage is calculated for a about the main terms and conditions of agreements and reference period identical to that of the term of service, i.e., commitments that have been disclosed to us, without three years. commenting on their relevance or substance. Under the provisions of Article R. 225-31 of the French Commercial The years selected for the determination of the reference Code, it is the responsibility of shareholders to determine period are the last three years corresponding to annual bonus whether the agreements and commitments are appropriate payments for the fiscal years ended. and should be approved. The performance criteria are assessed and applied as follows: We conducted our review in accordance with the professional - No severance pay shall be awarded if the bonuses received standards generally accepted in France. Those standards over the reference period amount to an average of less than require that we carry out the necessary procedures to verify 40% of the target bonuses. the consistency of the information disclosed to us with the source documents. - 50% of the severance pay is awarded if the bonuses received over the reference period reach an average of at 1. WITH HENRI GISCARD D'ESTAING, CHAIRMAN least 40% of the target bonuses. AND CEO OF CLUB MÉDITERRANÉE - 100% of the severance pay is awarded if the bonuses Type of agreement and purpose received over the reference period reach an average of at Severance compensation least 70% of the target bonuses. - Compensation will be progressively increased on a linear Terms and conditions basis between these two limits. On 10 December 2008, the Board of Directors, in accordance In the event Mr. Giscard d’Estaing is entitled to severance with Articles L. 225-38 and L. 225-42-1 of the French compensation, his stock options in the Company will be Commercial Code as amended by Law No. 2007-1223 of 21 maintained after his departure. August 2007 (the “TEPA Act”), decided to define the compensation payable to Henri Giscard d’Estaing in the event 2. WITH MICHEL WOLFOVSKI, EXECUTIVE VICE- of his dismissal as Chairman and CEO under the conditions PRESIDENT OF THE CLUB MÉDITERRANÉE set out below: Type of agreement and purpose (i) Termination at the initiative of the Chairman and CEO is not covered under this provision. Severance compensation

(ii) Amount of compensation: Terms and conditions

In the event of dismissal (except in cases of serious On 10 December 2008, the Board of Directors, in accordance misconduct or gross negligence), the Chairman and CEO will with Articles L. 225-38 and L. 225-42-1 of the French be entitled to a contractual lump-sum severance payment Commercial Code as amended by Law No. 2007-1223 of 21 August 2007 (the “TEPA Act”), decided to define the

B-160 Registration Document 2008

compensation payable to Michel Wolfovski in the event of his subsidiary, a portion of its stake in SIM, the company set up in dismissal as Executive Vice-President under the conditions partnership with the Caisse de Dépôt de Gestion to house the set out below: Moroccan assets operated by Club Méditerranée in Morocco.

(i) Termination at the initiative of the Executive Vice- This disposal involved 66,665 shares representing 14.5% of President is not covered under this provision the capital and voting rights, which effectively reduced the Company’s stake in this company from 17% to 2.5%. (ii) Amount of compensation: The initial sale price, equivalent to MAD 119.33 million, was In the event of dismissal (except in cases of serious established based on a valuation of SIM identical to that used misconduct or gross negligence), the Executive Vice- in the previous disposal in 2007, or MAD 823 million. The sale President will be entitled to contractual lump-sum severance agreement includes a price adjustment clause under which payment equivalent to two years' gross pay. Gross pay the Group will maintain its liability guarantees in the amount of includes annual gross base salary, annual bonuses, and its initial 24% investment. benefits in kind. This share transfer agreement was signed on 31 October (iii) Payment: 2008. The payment of severance compensation for the dismissal of Furthermore, pursuant to the French Commercial Code, we the Executive Vice-President under the conditions outlined have been informed that the following agreements, authorized above shall be subject to the attainment of performance during previous fiscal years, continued to be executed during criteria defined below. the last fiscal year. The performance criterion applied corresponds to the average percentage represented by the annual bonus actually paid 1. WITH FONDATION D’ENTREPRISE CLUB (“Bonus”) in proportion to the target bonus used to calculate MÉDITERRANÉE the bonus paid. The average percentage is calculated for a reference period identical to that of the term of service, i.e., 3 Type of agreement and purpose years. Contributions to the Fondation d'Entreprise Club Méditerranée. The years selected for the determination of the reference Terms and conditions period are the last three years corresponding to annual bonus payments for the fiscal years ended. On 13 December 2004, the Supervisory Board authorized the Company to provide Fondation d’Entreprise Club The performance criteria are assessed and applied as follows: Méditerranée with various contributions in order for it to be - No severance pay shall be awarded if the Bonuses received able to conduct its operations. over the reference period amount to an average of less than These contributions related to the following: 40% of the target bonuses. - Staff (payment of the salary of the head of the Foundation - 50% of the severance pay is awarded if the Bonuses and her assistant, as well as amounts paid to interns and the received over the reference period reach an average of at proportion of the accountant’s salary corresponding to the least 40% of the target bonuses. time spent on the Foundation’s accounts). - 100% of the severance pay is awarded if the Bonuses - Premises (rent and rental expenses on a pro rata basis). received over the reference period reach an average of at least 70% of the target bonuses. - Equipment and furniture.

- Compensation will be progressively increased on a linear These contributions represented the following amounts for the basis between these two limits. year ended 31 October 2008: In the event Mr. Wolfovski is entitled to severance compensation, his stock options in the Company will be (in € thousands) maintained after his departure. Volunteered hours worked during 3. WITH CAISSE DE DÉPÔT ET DE GESTION working hours (sharing of job skills) 100

Director concerned: Mustapha Bakkoury Volunteered hours worked during free time 117 Type of agreement and purpose Salaries and payroll taxes 170 Disposal of participating interests and shares in the Société Immobilière de la Mer (SIM). Rent 37

Terms and conditions Miscellaneous expenses 18

Total 442 On 29 October 2008, the Board of Directors authorized the Company to conclude a share transfer agreement with the Caisse de Dépôt de Gestion under which the Company would sell to the Caisse de Dépôt de Gestion, through its Madaef

Registration Document 2008 B-161

2. WITH JET TOURS d. Type of agreement and purpose a. Type of agreement and purpose Service agreement to manage flights for Club Med and Jet tours customers. Service agreement to develop and produce tours Terms and conditions Terms and conditions On 11 December 2006 the Board of Directors authorized the On 13 December 2004 the Supervisory Board authorized the Company to enter into a service agreement with Jet tours Company to enter into a service agreement with Jet tours, under which Club Méditerranée and Jet tours will pool their under which Jet tours agreed to develop tours for Club Med operations teams in order to manage the flights of their Découverte and carry out any related necessary purchases respective customers with a view to optimizing passenger with third-party service providers. load on the flights jointly chartered by the two companies. Jet tours is the sole signatory of the contracts and Under this agreement, each party shares the costs of the commitments entered into with said third-party service related joint operations, comprising salaries, telephone providers, and consequently settles the corresponding expenses and rental payments for premises. payments. In accordance with the agreement, Club Méditerranée is free to define the business and marketing For the year ended 31 October 2008 and until 4 August 2008 strategy for the tours. (date of disposal of Jet tours), the Company paid €317,000 in relation to this agreement, corresponding to flight During the year ended 31 October 2008 and until 4 August management costs. 2008 (date of disposal of Jet tours), Jet tours received €9,402,000 in fees from this agreement. Jet tours covered the following costs: b. Type of agreement and purpose - €730,000 for transport-related costs;

Service agreement to lead joint sales and marketing efforts. - €568,000 for airport-related expenses.

Terms and conditions 3. WITH THE ROLACO GROUP On 29 March 2003 the Supervisory Board authorized the Company to enter into a service agreement with its subsidiary a. Type of agreement and purpose Jet tours under which Jet tours would lead the two Agreement for commercial support and assistance with companies’ joint sales and marketing teams and would developing new Villages in the Middle East. promote the products developed by the two brands in its indirect sales network. Terms and conditions

In return, Club Méditerranée undertook to promote Jet tours’ In accordance with the authorization given by the Supervisory products in its own marketing network. Board on 25 June 2001, the Company signed an agreement with the Rolaco group on 28 September 2001 relating to the In accordance with this agreement, the above reciprocal provision of commercial support and assistance with services are invoiced pro rata to (i) the revenue generated by developing new Villages in the Middle East. This is a four- the indirect networks of each of the two companies; and (ii) year renewable agreement, and the related fees correspond aggregate selling costs, including such items as salaries and to the following: overheads. - For commercial support: a commission representing 2% for The amount of costs rebilled by Jet tours to Club the first two years and 3% for the following two years, Méditerranée during the year ended 31 October 2008 and determined based on sales of Club Med products in the until 4 August 2008 (date of disposal of Jet tours) totaled Middle East. €1,436,000, corresponding to the costs of indirect sales teams. - For assistance with developing new Villages: a fee of €650 per new bed marketed in the region. c. Type of agreement and purpose This agreement was not applied during the year ended 31 Agreement for the promotion and marketing of Jet tours’ October 2008. products with collective organizations and institutions. b. Type of agreement and purpose Terms and conditions Lease agreement for the Villars-sur-Ollon property complex. On 21 October 2005 the Board of Directors authorized the Company to enter into an agreement with Jet tours under Terms and conditions which Jet tours would entrust Club Méditerranée with Following the Company’s sale of the Villars-sur-Ollon Village promoting, selling and marketing Jet tours products to in Switzerland to Nouvelle Société Villars Palace, whose collective organizations such as works councils through “Club majority shareholder is indirectly the Rolaco Group, Club Med Collectivités” (Club Med Institutions), based on the prices Méditerranée entered into a lease agreement for the purpose and terms in Jet tours brochures. of renting the entire property complex for a period of twenty This agreement had not been signed as of 31 October 2008 years as from 1 May 1999, based on an annual rent of CHF and was therefore not applicable. 1.5 million, indexed on the price of the vacations.

B-162 Registration Document 2008

On 8 June 2006 the Board of Directors approved the On 7 June 2007 the Board of Directors authorized the signature of an addendum to the above lease agreement, Company to enter into an agreement with SIM under which providing for the following amendments: Club Méditerranée is appointed as project manager for the renovation and extension of 150 rooms at the Club Med Smir - A large-scale renovation program for the Villars-sur-Ollon Village. In accordance with this agreement, the Company will Village with a view to upgrading it to four-trident status, be paid a fee corresponding to 3% of the amount of the works representing an estimated budget of CHF 13.2 million. (excluding VAT) that will be financed by SIM and for a - Payment by Nouvelle Société Villars Palace of CHF 10 maximum of €20 million. million worth of the related works, with the remainder being The addendum to the Club Med Smir Village rental directly financed by Club Méditerranée in its capacity as agreement drawn up specifically to cover the above program project manager. and provide for the new rental terms and conditions had not - An increase in the rental payment corresponding to 7% of been signed at 31 October 2008. the amount of the investment financed by Nouvelle Société Villars Palace. 5. SECURITIES AND GUARANTEES GIVEN

Rental payments made during the year ended 31 October 2008 totaled CHF 2,867,000 excluding VAT. Outstanding amount at Company concerned Currency 31 October 2008 4. WITH CAISSE DE DÉPÔT ET DE GESTION SPVV (finance lease) EUR 7,000,000 a. Type of agreement and purpose

Construction work undertaken with the Société Immobilière de 6. WITH HENRI GISCARD D'ESTAING la Mer (“SIM”). Type of agreement, purpose and terms and conditions Terms and conditions On 16 March 2005 the Board of Directors approved the On 11 December 2006 the Board of Directors authorized the suspension of Henri Giscard d'Estaing’s employment contract Company to undertake the following three projects with SIM, as a result of his appointment as Chairman and Chief the company set up in partnership with Caisse de Dépôt et de Executive Officer, and authorized the amendments to be Gestion to house Club Méditerranée’s assets in Morocco: made to the contract, including the conditions under which said contract would resume in the event of termination of - Yasmina Club Med Village: construction and fitting out of Henri Giscard d’Estaing’s duties as Chairman and Chief G.O.® accommodations and locker rooms. Executive Officer.

- Club Med Marrakech La Palmeraie Village: construction and On 11 March 2008 the Board of Directors renewed Mr. fitting out of the new Club Med headquarters (previously Giscard d'Estaing’s appointment as Chairman and CEO, and located in Casablanca). therefore his employment contract continued to be suspended - Club Med Agadir Village: upgrading the testing and cold during the year ended 31 October 2008. storage areas in kitchens. 7. WITH THE COMPANY’S SENIOR Construction costs will be paid for by Club Méditerranée in its MANAGERS AND ITS SUBSIDIARIES’ CORPORATE capacity as project manager and will be invoiced on a cost basis to SIM at the end of the construction work. The OFFICERS Company is required to pay an additional rent corresponding At the Supervisory Board meeting of 11 December 1997, the to 8.5% of the final amount of the works (excluding VAT), Company undertook to indemnify certain of its senior representing the same basis of payment as under the existing managers and corporate officers of subsidiaries and leases. associates, or supplement their insurance payments, if they are held liable in a claim that: For the year ended 31 October 2008, Club Méditerranée paid a total of MAD 126 million in rent for all of the Villages that it - is not covered by the relevant insurance policy due to runs in Morocco. exclusion clauses; b. Type of agreement and purpose - is only partially covered as the policy contains a deductible.

Project manager agreement concluded with SIM for the This agreement was not applied during the year ended 31 renovation and extension of the Club Med Smir Village. October 2008.

Terms and conditions

Neuilly-sur-Seine and Paris-La Défense, 29 January 2009

The Statutory Auditors

DELOITTE & ASSOCIÉS ERNST & YOUNG AUDIT

Dominique Jumaucourt Pascal Macioce

Registration Document 2008 B-163

REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED RESOLUTIONS

We have called this Shareholders’ Meeting to submit twenty- The payment corresponding to two years of gross one resolutions for your approval, the purpose of which is compensation will be made in the event of dismissal, unless described below. termination is due to gross or willful misconduct.

The performance criteria, on which the award of this payment I – ORDINARY RESOLUTIONS is determined, correspond to the annual bonus ("Bonus") As required by law, we are calling this Shareholders’ Meeting awarded as an average percentage of the target bonus. The within six months of the financial year-end to seek your average percentage is calculated for a reference period approval of the Company’s financial statements and the identical to that of their term of service, i.e., 3 years. transactions reflected therein. Various other matters, which The performance criteria are assessed and applied as follows: are described briefly below, also require your approval by ordinary resolution. - no severance pay is awarded if the Bonuses as an average percentage of the target bonuses are less than 40%. 1 APPROVAL OF THE FINANCIAL - 50% of the severance pay is awarded if the Bonuses as an STATEMENTS FOR THE YEAR ENDED 31 average percentage of the target bonuses reach 40%. OCTOBER 2008 AND APPROPRIATION OF INCOME -100% of the severance pay is awarded if the Bonuses as an The first three resolutions cover approval of Club average percentage of the target bonuses reach 70%. Méditerranée’s parent company and consolidated financial statements for the year ended 31 October 2008, the proposed - Between these two thresholds, the percentage of severance appropriation of the year’s net income and granting the Board pay progresses on a proportional basis. of Directors discharge for the fulfillment of its duties. The benefits in question were also the subject of a special Accordingly, the first resolution approves the financial report by the Statutory Auditors for the Shareholders’ Meeting. statements of Club Méditerranée SA for the year ended 31 It is now proposed to the Shareholders’ Meeting to approve October 2008 and grants the Board of Directors discharge for benefits to Chairman and CEO Henri Giscard d'Estaing (fifth the fulfillment of its duties. The second resolution approves the resolution) and Executive Vice President Michel Wolfovski Group’s consolidated financial statements and the third (sixth resolution). resolution approves the appropriation of the year’s net loss amounting to €1,230,475, which we propose to transfer 4. APPROVAL OF DIRECTOR’S FEES partially to the retained deficit. Including this loss, the retained deficit will amount to €297,476,281. We are proposing the sum of €305,000 in Directors’ fees for the year from 1 November 2008 to 31 October 2009, 2 APPROVAL OF RELATED PARTY unchanged from the amount voted in previous years. The AGREEMENTS Board of Directors will have full discretion to allocate this sum among its members as it deems appropriate (seventh The fourth resolution concerns the regulated (as per Article resolution). L.225-38 of the French Commercial Code) agreements described in detail in the Statutory Auditors' special report.

3 APPROVAL OF BENEFITS TO MR HENRI GISCARD D'ESTAING AND MICHEL WOLFOVSKI, APPLYING ARTICLE L-225-42-1 OF THE FRENCH COMMERCIAL CODE

On 10 December 2008, the Company's Board of Directors, in accordance with Article L.225-42-1 of the French Commercial Code as modified by the “TEPA Act” (law No. 2007-1223 of 21 August 2007) ruled on the severance pay due in the event of the departure of the Chairman and CEO and the Executive Vice President as well as on the performance levels required for the Board of Directors to agree to award this payment.

B-164 Registration Document 2008

the extraordinary resolution authorizing the Board to reduce 5 AUTHORIZATION TO TRADE IN THE the Company’s capital is passed. COMPANY’S SHARES The maximum buyback price is set at €70 per share. These The eighth resolution authorizes the Board of Directors to prices do not apply to forward transactions entered into trade in shares of the Company in accordance with Articles pursuant to previous authorizations permitting the purchase or L.225-209 et seq. of the French Commercial Code, European sale of shares after the date of this meeting, nor do they apply Commission Regulation 2273/2003 of 22 December 2003 to shares purchased to fulfill the exercise of stock options (or implementing Directive 2003/6/EC of 28 January 2003, and share grants made to employees). Articles 241-1 to 241-6 of the Autorité des Marchés Financiers’ It is proposed that the Company can assign a maximum of general regulations or any regulations that may subsequently €135,645,370 to the operation based on the number of shares, replace them. which stood at 19,377,905 as of 31 October 2008. This authorization will expire at the end of a period of eighteen The maximum amount invested in the share buyback program months. It supersedes the existing authorization given in the may not exceed €135,594,935.The buybacks, sales and seventeenth resolution of the Shareholders’ Meeting of 11 transfers may be carried out and settled by any means, March 2008. including through the use of derivatives and notes and the In accordance with the law, you are required to set the terms purchase of call options, in compliance with the Autorité des and conditions of the program and the maximum authorized Marchés Financiers’ general regulations. amounts. The entire program may be carried out through a single block The Board of Directors is seeking authorization, which may be purchase. The Company may use this authorization to further delegated in accordance with the provisions of the law, continue implementing its share buyback program in to buy back shares of the Company for the following purposes: connection with a takeover bid for the Company or a public exchange offer initiated by the Company, in accordance with - to carry out transactions under a liquidity contract complying the provisions of the law. with a code of ethics approved by the Autorité des Marchés Financiers or any other applicable provision, entered into with We are also seeking full powers for the Board of Directors to an investment service provider acting on an independent basis implement this resolution, to set the terms and conditions of without any influence from the Company; the program where necessary, to enter into any and all deeds and agreements, to carry out any and all necessary formalities - to allocate the shares to directors and/or employees of the and generally to do everything necessary to implement this Company and/or the Group upon exercise of stock options or resolution. The Board may delegate these powers in under an employee stock ownership plan; accordance with the provisions of the law and the Company’s - to allocate the shares upon the issue or exercise of rights bylaws. attached to shares or share equivalents; 6 POWERS IN RESPECT OF ORDINARY - to constitute a stock of shares to be used (i) to pay for future RESOLUTIONS business acquisitions or (ii) for future mergers, demergers or acquisitions of assets in exchange for shares. The number of The ninth resolution concerns powers for the implementation shares used for this latter purpose shall not exceed 5% of the of ordinary resolutions. Company’s capital as of the transaction date, currently

19,370,705 shares;

- to cancel the shares acquired, including any shares purchased pursuant to earlier authorizations (provided that the extraordinary resolution authorizing the Board to reduce the Company’s capital is passed);

- for any other purpose that is currently authorized by law or may be authorized in the future, provided that the Company informs shareholders of said new purpose or purposes by press release or by any other legally authorized means.

The shares may be purchased, sold or otherwise transferred by any appropriate method, on the market or over the counter, through a public cash or exchange offer, or through the use of options or derivatives, in compliance with the applicable regulations. The shares acquired, including those bought back under earlier authorizations, may be cancelled, provided that

Registration Document 2008 B-165

adjustments likely to be made, in accordance with the relevant II. EXTRAORDINARY RESOLUTIONS laws and regulations, following the issue of shares or share equivalents giving future access to the capital, and (ii) this amount will be deducted from the overall limit of seventy-five Twelve extraordinary resolutions will also be put to you for (75) million euros stipulated in the nineteenth resolution. approval and are described below.

We have called this Extraordinary Shareholders’ Meeting to ask you to grant the Board of Directors new powers to You are asked to authorize the Board of Directors to grant authorize and delegate on issuing securities, replacing the shareholders the chance to apply for excess shares or share powers previously awarded to the Board by shareholders. equivalents in proportion to their rights and not exceeding their With these powers expiring in May 2009, we ask that you take request. If the applications for new shares as of right and, note that any part of said authorizations not used by the Board where appropriate, the applications for excess shares have shall be deprived of effect as of the day of the Extraordinary not absorbed the whole issue, the Board of Directors may use, Shareholders’ Meeting and we ask you to renew them for in the order of its choosing, one or more of the following another twenty-six (26) months. measures:

Previous shareholders' meetings have authorized the - limit, in accordance with law, the amount of the operation to Company to use the financial markets to raise financial the number of subscriptions received, provided this number is resources for the development of the Group. You are therefore at least three quarters of the issue; asked to again give the Board of Directors the powers it needs - freely distribute all or part of the excess shares; to proceed with any issue likely to allow the Company to quickly and easily raise necessary financial resources. - offer all or part of the excess shares to the public.

The table on page 32 of this report summarizes the use of the The first of these measures, if approved by the Extraordinary current powers voted by shareholders. Shareholders’ Meeting, allows for the capital increase to be adapted to the actual demand of the stock market, as long as The aim of each of the requested powers is detailed below. the capital increase is not lower than three quarters of the agreed increase.

Please note that, in accordance with law, the issue of shares 1 POWER TO DECIDE ON THE ISSUE OF SHARES or share equivalents obliges shareholders to waive their pre- OR SHARE EQUIVALENTS RETAINING PRE- emptive right to equity securities to which these shares or EMPTIVE SUBSCRIPTION RIGHTS: share equivalents could grant entitlement.

The tenth resolution aims to give the Board of Directors, for a In addition, you are asked to approve that the sum due to the period of 26 months, the power of the Extraordinary Company for each share, after taking into account the issue Shareholders’ Meeting to decide as and when it sees fit, in price of any warrants, be at least equal to the minimum price France or abroad, in euros or a foreign currency or a unit of stipulated by the laws and/or regulations in force on the day of account based on several currencies, on the issue with the issue, irrespective of whether the securities due for shareholders' pre-emptive subscription rights of shares or immediate or future issue can be assimilated with existing share equivalents (including free or paid subscription warrants equity securities. or call options) giving, or potentially giving, access to the The shares or share equivalents issued in this way may be Company's capital or entitling the allocation of debt securities debt securities such as bonds or associated products, or even which can be subscribed in cash or extinguishment of debt. intermediate securities. They may take on the form of fixed- This power provides for one or more issues pursuant to Article term or perpetual subordinated debt. The borrowing period L.228-93 of the French Commercial Code (that is to say may not exceed twenty years. The maximum nominal amount security issues giving access to the capital of the company of these debt securities may not exceed 300 million euros, it that directly or indirectly holds more than half its capital or of being understood that this amount is common to all debt the company in which it directly or indirectly holds more than securities that the Board of Directors is authorized to issue. half of capital). They may have capitalized interest or a fixed or variable The issue of preference shares and the issue of any security interest rate, be reimbursed with or without a premium, be giving access to preference shares are forbidden. redeemed or be the subject of a stock market purchase or It is proposed that the nominal amount for an immediate or exchange offer carried out by the Company. future capital increase arising from issues carried out pursuant When debt securities are issued, the Board of Directors will to the power awarded to the Board of Directors by this have full powers (with the power to subdelegate according to resolution does not exceed fifty (50) million euros or the the law and the Company's bylaws) over whether they are equivalent in any other authorized currency, taking into subordinated, their rate of interest, their duration, the fixed or consideration that (i) this amount is fixed without taking variable redemption price (with or without a premium), account of the consequences on the Company's capital of any

B-166 Registration Document 2008

redemption procedures and the conditions by which this securities give entitlement to shares in the Company. 2 POWER TO DECIDE ON THE ISSUE OF SHARES OR SHARE EQUIVALENTS WITHOUT PRE- The Board of Directors will have full authorization (with the EMPTIVE SUBSCRIPTION RIGHTS: power to subdelegate according to the law and the Company's bylaws) to implement this delegation in order to carry out Board of Directors may issue shares or share equivalents, on issues, set the conditions, record the resulting capital certain markets and in certain circumstances, without the pre- increases and modify the bylaws accordingly. It will have full emptive right of shareholders being exercised. control over setting the dates, conditions and terms for any The eleventh resolution aims to give the Board of Directors, issue, as well as the type of securities involved, concluding all for a period of twenty-six (26) months, the power of the agreements and taking all the necessary steps to ensure a Extraordinary Shareholders’ Meeting to decide as and when it successful issue and the quotation of and financial service for sees fit, in France or abroad, in euros or a foreign currency or the instruments issued. It will decide on the amounts to issue, a unit of account based on several currencies, on the issue the issue and subscription prices of the shares or share without shareholders' pre-emptive subscription rights of equivalents (with or without a premium), their date of dividend shares or share equivalents (including paid subscription entitlement (even retroactive), paying up terms and, if warrants or call options) giving, or potentially giving, access to appropriate, the duration and strike price of warrants or the the Company's capital or entitling the allocation of debt terms by which equity securities or securities giving access to securities which can be subscribed in cash or extinguishment the Company's capital can be exchanged, converted, of debt. This power provides for one or more issues pursuant reimbursed or allocated in any other way. to Article L.228-93 of the French Commercial Code (that is to The allocation of equity securities to which the shares or share say security issues giving access to the capital of the equivalents can give access may be carried out by any means company that directly or indirectly holds more than half its or timeline established by the Board of Directors. capital or of the company in which it directly or indirectly holds more than half of capital).

The issue of preference shares and the issue of any security The Board of Directors is seeking authorization, which may be giving access to preference shares are forbidden. further delegated in accordance with the provisions of the law and the Company's bylaws, to: It is proposed that the nominal amount for an immediate or future capital increase arising from issues carried out pursuant - determine, in accordance with law, ways of adjusting the to the power awarded by this resolution does not exceed conditions of the securities, including warrants, regarding twenty (20) million euros or the equivalent in any other future access to the Company's share capital; authorized currency, taking into consideration that (i) this - decide freely on the fate of fractional shares in the event of amount is common to the thirty-fifth resolution, (ii) it is fixed free allocation of warrants; without taking account of the consequences on the Company's capital of any adjustments likely to be made, in - provide for any particular measure in the issue contract; accordance with the relevant laws and regulations, following - authorize the suspension of exercising rights attached to the issue of shares or share equivalents giving future access these securities for a time period not exceeding the maximum to the capital, and (iii) this amount will be deducted from the allowed by the relevant laws and regulations; overall limit of seventy-five (75) million euros stipulated in the twenty-seventh resolution. - establish conditions for the free allocation of warrants and determine the terms for market acquisition of exchange of the You are asked to authorize the Board of Directors to assess shares or share equivalents and/or warrants, or for allocation whether there is cause for a priority window (of a minimum or reimbursement of these securities; duration fixed by decree) for existing shareholders to apply for new and/or excess shares and to set this period and its terms - determine the terms for stock market acquisition or exchange, and conditions, in accordance with Article L. 225-135 of the at any time or a defined period, of the securities issued or to French Commercial Code. be issued; You are also asked to authorize the Board of Directors, in the - impute premiums, particularly those incurred when issuing event that the subscriptions have not absorbed the whole securities; issue, to use, in the order of its choosing, one or more of the - have full control, in accordance with laws and regulations, in following measures: ensuring that the rights of those holding the securities giving - limit, in accordance with law, the amount of the operation to access to the Company's share capital are preserved. the number of subscriptions received, provided this number is at least three quarters of the issue;

- freely distribute all or part of the excess shares;

- offer all or part of the excess shares to the public.

Registration Document 2008 B-167

Please note that, in accordance with law, the issue of shares The Board of Directors is seeking authorization, which may be or share equivalents obliges shareholders to waive their pre- further delegated in accordance with the provisions of the law emptive right to equity securities to which these shares or and the Company's bylaws, to: share equivalents could grant entitlement. - determine, in accordance with law, ways of adjusting the In addition, you are asked to approve that the sum due to the conditions of the securities, including warrants, regarding Company for each share, after taking into account the issue future access to the Company's share capital; price of any warrants, be at least equal to the minimum price - provide for any particular measure in the issue contracts; stipulated by the laws and/or regulations in force on the day of the issue, irrespective of whether the securities due for - authorize the suspension of exercising rights attached to immediate or future issue can be assimilated with existing these securities for a time period not exceeding the maximum equity securities. allowed by the relevant laws and regulations;

Depending on these factors, the Board of Directors shall fix - determine the terms for stock market acquisition or exchange, the issue price in the best interests of the Company and its at any time or a defined period, of the securities issued or to shareholders, taking into account all the relevant parameters be issued; (type of security, type of issue and stock market patterns). - impute premiums, particularly those incurred when issuing Based on this, you are asked to agree that: securities;

- the shares or share equivalents issued in this way may be - have full control, in accordance with laws and regulations, in debt securities such as bonds or associated products, or even ensuring that the rights of those holding the securities giving intermediate securities. They may take on the form of fixed- access to the Company's share capital are preserved. term or perpetual subordinated debt. The borrowing period may not exceed twenty years. The maximum nominal amount of these debt securities may not exceed 300 million euros, it being understood that this amount is common to all debt 3 POWER TO ISSUE SHARES OR SHARE securities that the Board of Directors is authorized to issue. EQUIVALENTS BY FREELY SETTING THE ISSUE PRICE - when debt securities are issued, the Board of Directors will have complete control over whether they are subordinated, For issues through initial public offerings without pre-emptive their rate of interest, their duration, the fixed or variable subscription rights, the Extraordinary Shareholders’ Meeting redemption price (with or without a premium), redemption may, within the annual limit of 10 % of share capital, authorize procedures and the conditions by which this securities give the Board of Directors to set the issue price according to the entitlement to shares in the Company. procedures already laid out. This means so-called continuous capital increases can be carried out whatever the state of the - the Board of Directors will have full authorization to stock market. implement this delegation in order to carry out issues, set the conditions, record the resulting capital increases and modify The twelfth resolution authorizes the Board of Directors, for a the bylaws accordingly. It will have full control over setting the period of 26 months and within the annual limit of 10% of dates, conditions and terms for any issue, as well as the type share capital, to issue any shares or share equivalents giving, of securities involved, concluding all agreements and taking all or potentially giving, access to the Company's share capital or the necessary steps to ensure a successful issue and the entitling the allocation of debt securities by setting the issue quotation of and financial service for the instruments issued. It price in the event of an initial public offering without pre- will decide on the amounts to issue, the issue and subscription emptive subscription rights, depending on market conditions prices of the shares or share equivalents (with or without a and provided that the amounts received for each share are at premium), their date of dividend entitlement (even retroactive), least equal to the nominal value. paying up terms and, if appropriate, the duration and strike price of warrants or the terms by which equity securities or securities giving access to the Company's capital can be exchanged, converted, reimbursed or allocated in any other way.

The allocation of equity securities to which the shares or share equivalents can give access may be carried out by any means or timeline established by the Board of Directors.

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potentially giving, access to the Company's share capital, to 4 POWER TO DECIDE ON THE ISSUE OF SHARES pay for in-kind contributions made to the Company and OR SHARE EQUIVALENTS IN THE EVENT OF A comprising equity or other securities giving access to the PUBLIC OFFERING INITIATED BY THE COMPANY capital, where Article L.225-148 of the French Commercial Code is not applicable. The thirteenth resolution aims to give the Board of Directors, for a period of 26 months, the power of the Extraordinary The Board of Directors will hold all powers to approve the Shareholders’ Meeting to decide on the issue of shares or valuation of the contributions and, concerning these share equivalents (including subscription warrants) giving, or contributions, record the transaction, allocate all costs, fees potentially giving, access to the Company's capital or entitling and rights to premiums (the Board being able to decide on the the allocation of debt securities as payment for securities allocation of the balance), increase the share capital and brought to the table in any public offering with an exchange modify the bylaws as appropriate. component made by the Company for the securities of another company registered on one of the regulated markets listed in 6 EMPLOYEE SHAREHOLDINGS Article L.225-148 of the French Commercial code and, where necessary, waive shareholders' pre-emptive subscription 6.1. AUTHORIZATION TO GRANT STAFF MEMBERS rights, in favor of the holders of said securities, to these AND/OR CORPORATE OFFICERS OF COMPANIES WITHIN shares or share equivalents. THE GROUP SUBSCRIPTION AND/OR CALL OPTIONS

The issue of shares or share equivalents giving access to the The fifteenth resolution authorizes the Board of Directors for a Company's share capital obliges shareholders to waive their period of 26 months to grant, on one or more occasion, to paid pre-emptive subscription right to equity securities to which staff members and (some) corporate officers of the Company these shares or share equivalents could grant entitlement. or associated economic interest groups, under the terms of Article L.225-180 of the French Commercial Code and It is proposed that the nominal amount for an immediate or pursuant to the regulations in force, the following: future capital increase arising from issues of shares or share equivalents carried out pursuant to the power awarded to the - options entitling subscription of new shares in the Company Board of Directors by this resolution does not exceed twenty issued for the purposes of a capital increase, and/or (20) million euros or the equivalent in any other authorized - options entitling the acquisition of shares bought by the currency, taking into consideration that (i) this amount is fixed Company in accordance with statutory provisions. without taking account of the consequences on the Company's capital of any adjustments likely to be made, in The total number of open and unexercised options does not accordance with the relevant laws and regulations, following entitle the subscription to a number of shares greater than the issue of shares or share equivalents giving future access provided for by law and greater than the total limit stipulated to the capital, (ii) this amount is common to the ceiling of by the nineteenth resolution of the Shareholders’ Meeting. twenty (20) million euros stipulated in the eleventh resolution, This authorization waives shareholders' pre-emptive and (iii) this amount will be deducted from the overall limit of subscription right on the shares to be issued in favor of the seventy-five (75) million euros stipulated in the nineteenth holders of these options. resolution. The subscription or purchase price of the shares will be fixed You are asked to grant the Board of Directors all powers by the Board of Directors on the date the options are granted, necessary to carry out the above public offerings and to issue in accordance with the law. shares or share equivalents as payment for exchange shares or share equivalents, it being understood that the Board of The options can be exercised within ten (10) years of the day Directors will have to set the swap ratios and record the they are granted. number of securities brought to the table. The shares issued upon exercise of the options will pay dividend on the first day of the financial year during which the

options are exercised.

5 POWER TO DECIDE ON THE ISSUE OF SHARES The Board of Directors is, pursuant to the aforementioned OR SHARE EQUIVALENTS TO PAY FOR IN-KIND limits and statutory measures, seeking the necessary powers, CONTRIBUTIONS MADE TO THE COMPANY which may be further delegated in accordance with the provisions of the law and the Company's bylaws, to implement The Extraordinary Shareholders’ Meeting may grant the Board this authorization and to: of Directors all powers needed to carry out, under certain conditions, an in-kind capital increase for up to 10% of the - set the dates on which the options will be granted; share capital. - determine the dates of each allocation, set the conditions by The fourteenth resolution gives the Board of Directors, for a which the options will be granted (including clauses banning period of 26 months and for up to 10 % of share capital, full the immediate resale of all or some of the shares), draw up powers to issue shares or share equivalents giving, or the list of beneficiaries of the options and decide on the

Registration Document 2008 B-169

number of shares that each of them can subscribe to or be deducted from the overall limit of seventy-five (75) million acquire; euros stipulated in the nineteenth resolution.

- set the conditions for exercising the options, particularly the The subscription price of shares issued under this strike periods, it being understood that the Board of Directors authorization will be determined by the conditions laid down in may temporarily suspend the exercising of options in Article L.443-5 of the French Labor Code. accordance with laws and regulations; This delegation obliges you to waive your pre-emptive - decide on the conditions by which the price and number of subscription right in favor of these current or former shares available to subscribe or buy are adjusted in cases employees belonging to a corporate savings scheme or a provided for by law; partner voluntary salary savings scheme of the Company or firms or groups linked to the company pursuant to Article - determine the length of time, which may not be more than L.225-180 of the French Commercial Code and Article L.3344- ten (10) years, during which beneficiaries can exercise their 1 et seq. of the French Labor Code. options as well as the strike periods for these options; We are also seeking full powers for the Board of Directors to - complete all acts and formalities in order to finalize the implement this authorization, with the power to further capital increases that may be carried out under this delegate in accordance with the provisions of the law and the authorization; Company’s bylaws, on one or more occasions and respecting - modify the bylaws accordingly and take all other necessary the aforementioned conditions, and particularly to set the steps. conditions of the issue(s) carried out under this delegation. This includes: 6.2. AUTHORIZATION TO INCREASE THE SHARE CAPITAL - determining that the issues can take place directly with the IN FAVOR OF GROUP EMPLOYEES beneficiaries or via the intermediary of collective investment The vote on the eighteenth resolution is within the context of instruments; Articles L.225-129-2 and L.225-129-6 of the French - determining the terms and conditions of the issues to be Commercial Code, which stipulates that, when any capital carried out under this authorization, particularly the dividend increase is decided, the Shareholders’ Meeting must vote on a and the paying up terms; capital increase reserved for employees and carried out under Articles L.443-1 et seq. of the French Labor Code. - fixing the subscription price for shares in accordance with the law;

- setting the opening and closing dates for subscriptions; You are therefore asked to grant the Board of Directors, for a period of 26 months, the power of the Extraordinary - setting the period for paying up, which must not exceed the Shareholders’ Meeting to decide on more than one occasion maximum period stipulated by the relevant laws and on (i) the reserved issue of new shares or other securities for regulations, as well as (where necessary) the required length employees of the Company and/or firms linked to the of service for employees to participate in the operation and the Company, in accordance with Article L.225-180 of the French matching contribution scheme of the Company; Commercial code, who might be part of a corporate savings - modify the bylaws as necessary and generally take the scheme or a partner voluntary salary savings scheme, and/or necessary steps and, if deemed appropriate, allocate the any collective investment fund from which the new shares capital increase costs to the relevant premiums and deduct issued in this fashion might be subscribed by them, and (ii) the the necessary amount to bring the legal reserve to one tenth free allocation to these employees of shares or share of the new share capital after every increase. equivalents giving access to the Company's share capital, in accordance with Articles L.3332-21 et seq. of the French 6.3. AUTHORIZATION FOR THE BOARD OF DIRECTORS Labor Code. TO PROCEED WITH SHARE GRANTS It is proposed that the nominal amount for an immediate or The seventeenth resolution grants the Board of Directors, for a future capital increase arising from issues of share or share period of 26 months and in accordance with Article L.225-197- equivalents carried out pursuant to the power awarded to the 1 of the French Commercial Code, the power of the Board of Directors by this resolution does not exceed five (5) Extraordinary Shareholders’ Meeting to proceed, as it sees fit million euros or the equivalent in any other authorized and on one or more occasions, with free allocation of existing currency, taking into consideration that (i) this limit is fixed or new shares in the Company to members and/or some of without taking account of the consequences on the the paid employees and/or corporate officers of the Company Company's capital of any adjustments likely to be made, in meeting the conditions stipulated by law and/or associated accordance with the relevant laws and regulations, following companies or groups pursuant to Article L.225-197-2 of the the issue of shares or share equivalents giving future access French Commercial Code. to the capital, and (ii) the nominal capital increase amount will

B-170 Registration Document 2008

The Board of Directors shall determine the identity of the excess demand and within the total limit stipulated by the beneficiaries of the free shares, the number of shares that can nineteenth resolution, the number of shares or share be awarded to each beneficiary, the conditions of allocation equivalents to be issued in the event of an increase in the and, where necessary, the criteria of allocation such as Company's share capital with or without pre-emptive individual or collective performance. subscription rights, within the timeframes and limits established by the regulations in force on the day of the issue The total number of free shares allocated under this resolution (currently within 30 days of the end of the subscription period may not represent more than 1% of the Company's share and within 15% of the initial issue), and this at the same price capital as of the end of the shareholders' meeting, not taking as the initial issue. account of extra shares to be issued or allocated in order to preserve the rights of beneficiaries in the event of operations on the capital of the Company during the acquisition period. This amount will be deducted from the total limit of seventy- 8 MAXIMUM TOTAL LIMIT OF THE NOMINAL five (75) million euros stipulated in the nineteenth resolution. AMOUNT OF THE IMMEDIATE OR FUTURE The allocation of shares to beneficiaries shall be definitive CAPITAL INCREASE RESULTING FROM THESE after an acquisition period of two to four years, the AUTHORIZATIONS beneficiaries being obliged to retain the shares for a period of Article L.225-129-2 of the French Commercial Code states two to four years, starting from the definitive allocation of the that when the Extraordinary Shareholders’ Meeting delegates shares. its power to decide the capital increase, it sets a duration, You are also asked to authorize the Board of Directors to which may not exceed 26 months during which this power can adjust, where necessary, during the acquisition period, the be used, and the total limit of this increase. number of free shares granted depending on any operations In accordance with the above text and so as to provide on the Company's share capital in order to protect the rights of shareholders with the maximum possible information, you are beneficiaries. asked via the vote on the nineteenth resolution to set, in Please note that, in the case of new shares grants, this accordance with Article L.225-129-2 of the French delegation entails a capital increase in favor of the Commercial Code, the total nominal limit of seventy-five (75) beneficiaries at the end of the acquisition period paid up by million euros for the immediate or future capital increase that capitalizing retained earnings, income or additional paid-in might result from all share or share equivalent issues carried capital, and the corresponding waiver by the shareholders in out under the delegation given to the Board of Directors favor of the beneficiaries of the portion of capitalized income, pursuant to the tenth, eleventh, twelfth, thirteenth, fifteenth, retained earnings or additional paid-in capital used for this sixteenth, seventeenth et eighteenth resolutions. purpose. This limit, which will be the same as previously authorized, is The Board of Directors seeks full authorization, in accordance determined without taking account of the consequences on with law and with the power to delegate further, to implement the Company's capital of any adjustments likely to be made, in this resolution, and in particular to determine the dates and accordance with the relevant laws and regulations, following terms of the allocations, set in the event of the allocation of the issue of shares or share equivalents giving future access new shares the amount and type of retained earnings, income to the capital. and/or paid-in capital to be capitalized, generally take all In addition, within this limit: necessary steps and finalize all agreements for the successful conclusion of the allocations, record the capital increase(s) a) issues with pre-emptive subscription rights, as per the tenth resulting from the allocation(s) and modify the bylaws resolution, after taking into account the increase in the number accordingly. of shares or share equivalents issued pursuant to the sixteenth resolution, may not result in a capital increase of more than fifty (50) million euros;

b) issues without pre-emptive subscription rights, as per the 7 INCREASE IN THE NUMBER OF SHARES OR eleventh, twelfth, and thirteenth resolutions, after taking into SHARE EQUIVALENTS TO BE ISSUED IN THE account the increase in the number of shares or share EVENT OF A CAPITAL INCREASE WITH OR equivalents issued pursuant to the sixteenth resolution, may WITHOUT SHAREHOLDERS' PRE-EMPTIVE not result in a capital increase of more than twenty (20) million SUBSCRIPTION RIGHTS euros; The vote on the sixteenth resolution is within the context of c) issues carried out to pay for in-kind contributions made to Article L.225-131-1 of the French Commercial Code to the Company, as per the fourteenth resolution, may not give facilitate options for over-allotment in capital increases. rise to a capital increase above the limits provisioned by law; Within this framework, you are asked to authorize the Board of Directors for a period of 26 months to increase, if it notices

Registration Document 2008 B-171

d) share issues carried out to honor subscription rights, as per permitted by law, which at present is 10% of the Company’s the fifteenth resolution, may not give rise to a capital increase capital in a twenty-four month period. This limit applies to the above the limits provisioned by law, set independently to b); amount of capital after any adjustments for transactions made after the date of the Shareholders’ Meeting. c) share grants, as per the seventeenth resolution, may not give rise to a capital increase above the limits provisioned by You will be asked to confer full powers on the Board of law; Directors, which may be further delegated, to: f) issues for employees, as per the eighteenth resolution, may - cancel the shares and make the resulting capital reduction(s); not give rise to a capital increase of more than five (5) million - determine the final amount of the capital reductions, set their euros; terms and conditions and duly record their completion; All these limits are determined without taking account of the - deduct the difference between the net book value of the consequences on the Company's capital of any adjustments canceled shares and their par value from any reserve or share likely to be made, in accordance with the relevant laws and premium accounts; regulations, following the issue of shares or share equivalents giving future access to the capital. - amend the bylaws accordingly and, more generally, do everything necessary in accordance with the laws prevailing at the time this authorization is used.

9 AUTHORIZATION FOR THE BOARD OF DIRECTORS, TO REDUCE THE SHARE CAPITAL The twenty-first and final resolution concerns powers for the BY CANCELING SHARES implementation of extraordinary resolutions from the Extraordinary Shareholders’ Meeting. The twentieth resolution authorizes the Board of Directors, for a period of 18 months and in accordance with Articles L.225- 209 et seq. of the French Commercial Code, to reduce the We trust that these resolutions will meet with your approval. capital on one or more occasions in the proportions and at the times it deems appropriate by canceling all or part of the shares held or purchased by the Company within the limits The Board of Directors

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PROPOSED RESOLUTIONS

A. ORDINARY RÉSOLUTIONS 2004/05 2005/06 2006/07 FIRST RESOLUTION – APPROVAL OF THE Number of shares FINANCIAL STATEMENTS OF THE COMPANY FOR carrying dividend rights 19,358,005 19,358,005 19,370,705 THE YEAR ENDED 31 OCTOBER 2008 Net dividend per share - - - The Shareholders’ Meeting, having considered the report of Tax credit - - - the Board of Directors, the Chairman's report on the FOURTH RESOLUTION - APPROVAL OF RELATED- composition, practices and procedures of the Board of PARTY AGREEMENTS Directors and the Company's internal control and risk management procedures instituted by the Company and the The Shareholders’ Meeting, having heard the special report of Statutory Auditors, as well as the financial statements for the the Statutory Auditors on related party agreements governed year ended 31 October 2008 presented by the Board of by Articles L.225-38 et seq. of the French Commercial Code Directors, f and - for agreements entered into prior to the change in management system - Articles L.225-86 et seq., approves the approves the financial statements as presented, which show a related party transactions and agreements that were entered net after-tax loss of €1,230,475, as well as the transactions into or remained in force during the year. reflected in these consolidated financial statements and described in these reports.

As a result, the Ordinary Shareholders’ Meeting gives FIFTH RESOLUTION - APPROVAL OF A discharge to the Board of Directors for the fulfillment of its COMMITMENT PURSUANT TO ARTICLE L.225-42-1 duties for the year ended 31 October 2008. OF THE FRENCH COMMERCIAL CODE RELATING TO HENRI GISCARD D’ESTAING

The Shareholders’ Meeting, having heard the special report of SECOND RESOLUTION - APPROVAL OF THE the Statutory Auditors on the commitments pursuant to CONSOLIDATED FINANCIAL STATEMENTS OF Articles L.225-42-1 of the French Commercial Code, notes the THE COMPANY FOR THE YEAR ENDED 31 conclusions of said report and approves these commitments OCTOBER 2008 relating to compensation, indemnification and benefits due or liable to become due as a result of the resignation or change The Shareholders’ Meeting, having considered the report of in position of Henri Giscard D’Estaing as described in this the Board of Directors, the Chairman's report on the report. composition, practices and procedures of the Board of Directors and the Company's internal control and risk management procedures instituted by the Company and the SIXTH RESOLUTION - APPROVAL OF A Statutory Auditors, as well as the consolidated financial COMMITMENT PURSUANT TO ARTICLE L.225-42-1 statements for the year ended 31 October 2008 presented by OF THE FRENCH COMMERCIAL CODE RELATING the Board of Directors, approves the consolidated financial TO MICHEL WOLFOVSKI statements as presented, which show a net profit of €1 million, as well as the transactions reflected in these consolidated The Shareholders’ Meeting, having heard the special report of financial statements and described in these reports. the Statutory Auditors on the commitments pursuant to Articles L.225-42-1 of the French Commercial Code, notes the

conclusions of said report and approves these commitments THIRD RESOLUTION - APPROPRIATION OF relating to compensation, indemnification and benefits due or PROFIT liable to become due as a result of the resignation or change in position of Michel Wolfovski as described in this report. The Shareholders’ Meeting, considering the recommendation of the Board of Directors, resolves to appropriate the Company’s net loss for the year, in the amount of €1,230,475, to the deficit, which now stands at €297,476,281.

As required by law, the Shareholders’ Meeting notes that dividends for the last three fiscal years were as follows:

Registration Document 2008 B-173

through a public cash or exchange offer, or through the use of SEVENTH RESOLUTION - DIRECTORS' FEES options or derivatives, in compliance with the applicable The Shareholders’ Meeting, having considered the report of regulations. The shares acquired, including those bought back the Board of Directors, sets the total amount of directors' fees under earlier authorizations, may be cancelled, provided that payable for the period from 1 November 2008 to 31 October the extraordinary resolution authorizing the Board to reduce 2009 at €305,000. the Company’s capital is passed.

The maximum buyback price is set at €70 per share. This price does not apply to forward transactions entered into EIGHTH RESOLUTION - AUTHORIZATION TO pursuant to previous authorizations permitting the purchase or TRADE IN THE COMPANY'S SHARES sale of shares after the date of this meeting, nor do they apply The Shareholders’ Meeting, having considered the report of to shares purchased to fulfill the exercise of stock options (or the Board of Directors, authorizes the Board of Directors to bonus shares awarded to employees). The maximum amount buy back shares of the Company in accordance with Articles invested in the share buyback program may not exceed L.225-209 et seq. of the French Commercial Code, European €135,645,370 based on 19,377,905 shares at 31 October Commission Regulation 2273/2003 of 22 December 2003 2008. implementing Directive 2003/6/EC of 28 January 2003, and The Board of Directors shall have full powers to adjust the Articles 241-1 to 241-6 of the Autorité des Marchés Financiers' prices or the number of shares specified above to take into general regulations or any regulations that may subsequently account the effects of any corporate actions, particularly a replace them. The number of Club Méditerranée SA shares change in the par value of the shares, a stock split or reverse held under this authorization at any given time shall not rep- stock split, an issue of bonus shares or an increase in the par resent more than 10% of the Company's capital, currently value of existing shares paid up by capitalizing reserves or 19,377,905 shares, or 5% of the Company's capital if the earnings, distribution of reserves or any other asset, capital shares are purchased for the purpose of tendering them in redemptions or any other transaction affecting the Company’s consideration for a future merger, demerger or asset transfer. capital. Authority to act on this resolution may be delegated by the Board, subject to compliance with the law and the Company's The buybacks, sales and transfers may be carried out and bylaws. settled by any means, including through the use of derivatives and notes and the purchase of call options, in compliance with The Shareholders’ Meeting authorizes the Board of Directors the Autorité des Marchés Financiers’ general regulations. The (or any person duly authorized by the Board) to buy back entire program may be carried out through a single block shares for the following purposes: purchase. - To permit transactions under a liquidity contract complying The Company may use this authorization to continue with a code of ethics approved by the Autorité des Marchés implementing its share buyback program in connection with a Financiers or other applicable provisions, entered into with an takeover bid for the Company or a public exchange offer investment service provider acting on an independent basis initiated by the Company in accordance with the provisions of without any influence from the Company; article 232-17 of the Autorité des Marchés Financiers’ general - To allocate or sell shares under an employee stock regulations (or any other legal, regulatory or other provisions ownership plan, or to allocate or sell the shares, in any that may subsequently replace them). admissible form, to directors and/or employees of the The Shareholders’ Meeting gives full powers to the Board of Company and/or the Group for any share purchase option Directors to use this authorization, to set the terms and plan or for company savings plans or share grants, conditions of the program, where necessary, to enter into any - To allocate shares upon the issue or exercise of rights and all deeds and agreements, to carry out any and all attached to shares or share equivalents, or for tender in necessary formalities and generally to do everything consideration for future business acquisitions, mergers, necessary to implement this authorization. The Board of demergers or acquisitions of assets, and/or Directors may delegate these powers in accordance with the provisions of the law and the Company's bylaws. - To cancel the shares acquired, including any shares purchased pursuant to earlier authorizations (provided that the This authorization will expire at the end of a period of eighteen extraordinary resolution authorizing the Board to reduce the months from the date of this meeting. It supersedes the Company’s capital is passed), existing authorization given in the fifteenth resolution of the Shareholders’ Meeting of 11 March 2008. - For any other purpose that is currently authorized by law or may be authorized in the future, provided that the Company NINTH RESOLUTION - POWERS informs shareholders of said new purpose or purposes by The Shareholders’ Meeting, having considered the report of press release or by any other legally authorized means. the Board of Directors, gives full powers to the bearer of a The shares may be purchased, sold or otherwise transferred copy or extract of the minutes of this Meeting to carry out all by any appropriate method, on the market or over the counter, legal filings and other formalities.

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B EXTRAORDINARY proportion to their rights and within the limit of their request. - if RESOLUTIONS the subscriptions made, on a pro rata basis and where applicable up to the number of securities requested, have

failed to absorb the full number of securities issued, the Board TENTH RESOLUTION – DELEGATION OF of Directors, with right of subdelegation, may use any (or AUTHORITY TO ISSUE SHARES, SECURITIES OR several) of the above rights, in such order as the Board may OTHER INSTRUMENTS WITH PRESERVATION OF determine; SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION - either to limit, in conformity with the law, the amount of the RIGHTS transaction to the amount of the subscriptions received, The Extraordinary Shareholders’ Meeting, having considered provided that this amount is at least three-fourths of the the report of the Board of Directors and the special report of resolved issue or any other threshold set by law; the Statutory Auditors, in accordance with articles L.225-127, - or to freely distribute all or part of the unsubscribed securities; L.225-129, L.225-129-2, L.225-132 and L.228-91 et seq. of the French Commercial Code - or to make a public offer of all or part of the unsubscribed securities. 1) notes that this authorization immediately ends the authorization (where appropriate, any part not used by the 5) acknowledges that the issuance of securities giving access Board of Directors) given by the Ordinary and Extraordinary to the capital entails the renunciation by shareholders of their Shareholders’ Meeting of 8 March 2007 in its seventeenth pre-emptive subscription rights to the shares to which these resolution, securities might entitle them.

2) grants the Board of Directors the right for a period of 6) resolves that the amount due to the Company for each twenty-six (26) months from today, to issue, at its sole share issued under the above authorization, after taking into discretion, on one or more occasions, in such proportions and account the issue price of any standalone warrants or share at such times as it shall see fit, on the French market and/or grant warrants issued, shall be greater than or equal to the international market, whether in euro or in any other currency minimum price under provisions of law or the bylaws or accounting unit created by way of reference to one or more applicable on the issue date, regardless of whether or not the currencies, shares and/or any other investment securities, securities to be issued on an immediate or deferred basis can including any subscription warrants issued on a stand-alone be assimilated to the shares already issued. basis at no charge or for a charge or acquisition warrants, The securities thus issued may consist of debt securities, giving access to the capital or giving a right to a debt security, particularly bonds or similar or associated securities, or they whether by subscription in cash or by way of receivables' set- may allow for issuance as interim securities. In particular, they off, with preservation of the pre-emptive subscription right of may take the form of subordinated securities with a definite or shareholders, it being understood that this delegation will indefinite maturity, and may be issued in euros or foreign authorize one or more issues in accordance with article L.228- currencies or other currency units created by way of reference 93 of the French Commercial Code. The Board may delegate to one or more currencies. The maturity of the borrowings with this authority in turn. a definite maturity must not exceed 20 years. The maximum It is understood that the issuance of preference shares and nominal amount of these debt securities may not exceed three the issuance of any securities giving access to preference hundred (300) million euros or the equivalent value at the date shares is excluded from the scope of this authority. of the issuance decision, it being understood that this amount encompasses all debt securities whose issuance is delegated 3) resolves that the nominal amount of the capital increase, to the Board of Directors in accordance with this resolution. realized immediately or over time, from the entire issuance performed under the authority given to the Board of Directors They may bear interest at a fixed and/or variable rate or shall not exceed fifty (50) million euros or its equivalent in any produce capitalized interest or may be repaid with or without a other currency or authorized unit, it being understood that (i) premium or be amortized. They may also be bought back on this amount is defined regardless of the consequences for the the market or through a public offer by the Company. amount of capital of the adjustments liable to be made in If debt securities are issued, the Board of Directors shall have conformity with the legal and regulatory provisions following all powers, including the right of subdelegation under the the issuance of the securities giving access to the capital over conditions provided by law and the Company’s bylaws, time, and that (ii) this amount shall be deducted from the particularly to decide whether they will be subordinated or not, amount of the overall ceiling of seventy-five (75) million euros and to set their interest rate, maturity, fixed or variable set in the nineteenth resolution. redemption price, with or without premium, amortization 4) resolves that the Board of Directors, with right of methods and the conditions under which these securities will subdelegation, shall have the right to decide that any give rights to Company shares. securities requested and not subscribed shall be appropriated The Shareholders’ Meeting resolves that the Board of to the shareholders who have subscribed a number of shares Directors shall have all powers, including the right of greater than that which they might subscribe pre-emptively, in

Registration Document 2008 B-175

subdelegation under the conditions provided by law and the L.225-129, L.225-129-2, L.225-135, L.225-136, and L.228-91 Company’s bylaws, to implement this resolution by proceeding et seq. of the French Commercial Code with the issues, to set their conditions and terms, confirm the 1) notes that this authorization immediately ends the completion of the increases resulting therefrom and proceed authorization (where appropriate, any part not used by the with the associated revision of the bylaws, and in particular to Board of Directors) given by the Ordinary and Extraordinary determine the dates, amounts, conditions and terms of every Shareholders’ Meeting of 8 March 2007 in its eighteenth issue as well as the form and characteristics of the securities resolution, to be created, to enter into all agreements and in general to take all measures necessary or useful to conclude the planned 2) grants the Board of Directors the right, for a period of issues and list the issued securities with the financial service. twenty-six (26) months, to issue, at its sole discretion, on one In particular, it shall set the amounts to be issued, the issue or more occasions, in such proportions and at such times as it prices and subscription prices for the shares or securities, with shall see fit, on the French market and/or international market, or without premium, their effective date, which may be whether in euro or in any other currency or accounting unit retroactive, the manner of payment, as well as, in some cases, created by way of reference to one or more currencies, shares the maturity and exercise price of warrants or the methods of and/or any other investment securities, including any exchange, conversion, redemption or allocation in any other subscription warrants issued on a stand-alone basis for a way of shares or other securities giving access to the capital. charge or acquisition warrants, giving access to the capital or giving a right to a debt security, whether by subscription in The Shareholders’ Meeting states that the Board of Directors cash or by way of receivables' set-off, it being understood that (or any person authorized by the Board under the conditions this delegation will authorize one or more issues in provided by applicable provisions of the law, regulations or accordance with article L.228-93 of the French Commercial bylaws): Code. The Board may delegate this authority in turn. - shall determine, under the conditions of the law, the methods 3) resolves to remove the pre-emptive right of shareholders to of adjustment of the conditions of access to the capital over subscribe to these shares or other securities. time through the securities, including the warrants; It is understood that the issuance of preference shares and - may freely decide what happens with fractional rights, the issuance of any securities giving access to preference particularly in case of granting of subscription warrants; shares is excluded from the scope of this authority. - may provide for any particular provision in the issue contract;

-provide for the option to suspend, where applicable, the 4) resolves that the nominal amount of the capital increase, exercise of the rights attaching to such securities for a period realized immediately or over time, from the entire issuance not to exceed the maximum period provided by applicable performed under the authority given shall not exceed twenty legal and regulatory provisions; (20) million euros or its equivalent in any other currency or - may set the conditions for granting standalone subscription authorized unit, it being understood that (i) this amount is the warrants and determine the terms for purchase or exchange of same as in the thirteenth resolution, (ii) that it is defined shares, other securities and/or subscription warrants or for the regardless of the consequences for the amount of capital of granting and redemption of these shares or securities; the adjustments liable to be made in conformity with the legal and regulatory provisions following the issuance of the - may determine the terms for the purchase or exchange, at securities giving access to the capital over time, and that (iii) any time or at predetermined periods, of the securities issued; this amount shall be deducted from the amount of the overall may undertake any deductions of premiums, especially ceiling of seventy-five (75) million euros set in the nineteenth deductions of expenses incurred for completion of the issues; resolution.

- shall have all powers to ensure the preservation of the 5) delegates to the Board of Directors, in conformity with the rights of holders of shares or securities giving access to law, with right of subdelegation, the right to determine whether the Company capital over time, in conformity with legal an irreducible and/or reducible subscription priority period and regulatory provisions. shall be provided for shareholders, the minimum duration of which is set by decree, and to define this period, its terms and

conditions of exercise, in conformity with the provisions of ELEVENTH RESOLUTION - DELEGATION OF article L.225-135 of the French Commercial Code. AUTHORITY TO ISSUE SHARES, SECURITIES OR - if the subscriptions have failed to absorb the full number of OTHER INSTRUMENTS WITH ELIMINATION OF securities issued, the Board of Directors, with right of SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION subdelegation, may use any (or several) of the above rights, in RIGHTS such order as the Board may determine; The Extraordinary Shareholders’ Meeting, having considered - either to limit, in conformity with the law, the amount of the the report of the Board of Directors and the special report of transaction to the amount of the subscriptions received, the Statutory Auditors, in accordance with articles L.225-127,

B-176 Registration Document 2008

provided that this amount is at least three-fourths of the well as, in some cases, the maturity and exercise price of resolved issue; warrants or the methods of exchange, conversion, redemption or allocation in any other way of shares or other securities - or to freely distribute all or part of the unsubscribed securities; giving access to the capital. - or to make a public offer of all or part of them. The Shareholders’ Meeting states that the Board of Directors 6) acknowledges that the issuance of securities giving access (or any person authorized by the Board under the conditions to the capital entails the renunciation by shareholders of their provided by the law and Company bylaws): pre-emptive subscription rights to the shares to which these - shall determine, under the conditions of the law, the methods securities might entitle them. of adjustment of the conditions of access to the capital over 7) resolves that the amount due to the Company for each time through the securities, including the warrants; share issued under the above authorization, after taking into - may provide for any particular provision in the issue account the issue price of any standalone warrants or share contracts; grant warrants issued, shall be greater than or equal to the minimum price under provisions of law or the bylaws - provide for the option to suspend, where applicable, the applicable on the issue date, regardless of whether or not the exercise of the rights attaching to such securities for a period securities to be issued on an immediate or deferred basis can not to exceed the maximum period provided by applicable be assimilated to the shares already issued. legal and regulatory provisions;

- may determine the terms for market purchase or exchange, at any time or at predetermined periods, of the securities The securities thus issued may consist of debt securities, issued; particularly bonds or may be associated with the issue of such securities, or may allow for their issuance as interim securities. - may undertake any deductions of premiums, especially In particular, they may take the form of subordinated securities deductions of expenses incurred for completion of the issues; with a definite or indefinite maturity, and may be issued in - shall have all powers to ensure the preservation of the rights euros or foreign currencies or other currency units created by of holders of shares or securities giving access to the way of reference to one or more currencies. The maturity of Company capital over time, in conformity with legal and the borrowings with a definite maturity may not exceed twenty regulatory provisions. (20) years. The maximum nominal amount of these debt securities may not exceed three hundred (300) million euros or the equivalent value at the date of the issuance decision, it TWELFTH RESOLUTION – AUTHORIZATION TO being understood that this amount encompasses all debt ISSUE SHARES, SECURITIES OR OTHER securities whose issuance is delegated to the Board of INSTRUMENTS WITH NO SET ISSUE PRICE Directors in accordance with this resolution. The Extraordinary Shareholders’ Meeting, having considered If debt securities are issued, the Board of Directors shall have the report of the Board of Directors and the special report of all powers, including the right of subdelegation under the the Statutory Auditors, in accordance with articles L.225-136 conditions provided by law and the Company’s bylaws, subparagraph 1 of the French Commercial Code with a limit of particularly to decide whether they will be subordinated or not, 10% of the share capital per year, and to set their interest rate, maturity, fixed or variable redemption price, with or without premium, amortization 1) notes that this authorization immediately ends the methods and the conditions under which these securities will authorization (where appropriate, any part not used by the give rights to Company shares. Board of Directors) given by the Ordinary and Extraordinary Shareholders’ Meeting of 8 March 2007 in its nineteenth The Board of Directors shall have all powers, including the resolution, right of subdelegation under the conditions provided by applicable provisions of the law, regulations and bylaws, to 2) authorizes the Board of Directors for a period of twenty-six implement this resolution by proceeding with the issues, to set (26) months, with right of subdelegation, to issue all shares their conditions, confirm the completion of the increases and/or any other securities, giving access to the Company’s resulting therefrom and proceed with the associated revision capital or giving a right to a debt security, and setting its issue of the bylaws, and in particular to determine the dates, price according to methods that it shall determine in case of amounts, conditions and terms of every issue as well as the issuance by public offering of investment securities without form and characteristics of the securities to be created, to pre-emptive subscription rights, depending on market enter into all agreements and in general to take all measures opportunities on the sole condition that the amounts to be to conclude the planned issues and list the issued securities received per share must be greater than or equal to the with the financial service. In particular, it shall set the amounts nominal value. In this case, in conformity with the law, the to be issued, the issue prices and subscription prices for the Board of Directors must prepare an additional report, certified shares or securities, with or without premium, their effective by the Statutory Auditors, describing the final terms and date, which may be retroactive, the manner of payment, as

Registration Document 2008 B-177

conditions of the transaction and providing elements for securities to be issued on an immediate or deferred basis can assessing the actual effect on the shareholder’s position. be assimilated to the shares already issued.

The Shareholders’ Meeting resolves to grant to the Board of Directors, with right of subdelegation under the conditions THIRTEENTH RESOLUTION - DELEGATION OF provided by provisions of the law, regulation or bylaws, all AUTHORITY TO ISSUE SHARES, SECURITIES OR powers necessary to complete the aforementioned public OTHER INSTRUMENTS IN CONNECTION WITH A offerings and to proceed with the issuance of shares or other PUBLIC EXCHANGE OFFER securities in exchange for contributed shares or other The Extraordinary Shareholders’ Meeting, having considered securities, it being understood that it shall be up to the Board the report of the Board of Directors and the special report of of Directors to set the exchange parities and confirm the the Statutory Auditors, in accordance with articles L.225-148 number of securities contributed to the exchange. and L.225-129 to L.225-129-6 of the French Commercial Code

1) notes that this authorization immediately ends the FOURTEENTH RESOLUTION - DELEGATION TO authorization (where appropriate, any part not used by the ISSUE SHARES, SECURITIES OR OTHER Board of Directors) given by the Ordinary and Extraordinary INSTRUMENTS IN EXCHANGE FOR Shareholders’ Meeting of 8 March 2007 in its twenty-first CONTRIBUTIONS IN KIND PROVIDED TO THE resolution, COMPANY 2) grants the Board of Directors the right, for a period of The Extraordinary Shareholders’ Meeting, having considered twenty-six (26) months, to issue, at its sole discretion, shares the report of the Board of Directors and the special report of and/or any other investment securities, including any the Statutory Auditors, in accordance with articles L.225-147 subscription warrants issued on a stand-alone basis, giving subparagraph 6 of the French Commercial Code access to the capital or giving a right to a debt security in exchange for securities contributed to any public offering 1) notes that this authorization immediately ends the including an exchange component initiated by the Company authorization (where appropriate, any part not used by the on the securities of another company listed in any of the Board of Directors) given by the Ordinary and Extraordinary regulated markets mentioned in article L.225-148 of the Shareholders’ Meeting of 8 March 2007 in its twenty-second French Commercial Code, as resolves, as necessary, to resolution, eliminate in favor of the holders of these securities the pre- 2) delegates to the Board of Directors for a period of twenty- emptive subscription right of shareholders to these shares or six (26) months from today, with right of subdelegation, the other securities. The Board may delegate this authority in turn. powers to issue shares and/or any other securities, particularly 3) acknowledges that the issuance of securities giving access giving access to the Company’s capital within the limit of 10% to the capital entails the renunciation by shareholders of their of the share capital at the issue date in order to compensate pre-emptive subscription rights to the shares to which these contributions in kind provided to the Company and consisting securities might entitle them. of shares or other securities giving access to capital, when the provisions of article L.225-148 of the French Commercial 4) resolves that the nominal amount of the capital increase, Code are not applicable. The Shareholders’ Meeting states realized immediately or over time, from the entire issuance of that, in conformity with the law, the Board of Directors shall shares or other securities performed under the authority given evaluate the report of the Capital Contributions Auditor(s) to the Board of Directors shall not exceed twenty (20) million mentioned in article L.225-147 of the Commercial Code, euros or its equivalent in any other authorized currency, it being understood that this amount (i) is defined regardless of 3) resolves to remove, as needed, the pre-emptive right of the consequences for the amount of capital of the adjustments shareholders to subscribe to these shares or other securities liable to be made in conformity with the legal and regulatory thus issued in favor of holders of these financial instruments. provisions following the issuance of the securities giving The Shareholders’ Meeting resolves that the amount due to access to the capital over time, (ii) that this amount is the Company for each share issued under the above encompassed under the ceiling of twenty (20) million euros authorization shall be greater than or equal to the minimum provided for in the eleventh resolution, and (iii) that this price under provisions of law or the bylaws applicable on the amount shall be deducted from the amount of the overall issue date, regardless of whether or not the securities to be ceiling of seventy-five (75) million euros set in the nineteenth issued on an immediate or deferred basis can be assimilated resolution. to the shares already issued. 5) resolves that the amount due to the Company for each The Shareholders’ Meeting resolves that the Board of share issued under the above authorization, after taking into Directors shall have all powers, in particular, to approve the account the issue price of any standalone warrants or share evaluation of the contributions and/or the granting of a grant warrants issued, shall be greater than or equal to the particular benefit, to define the exchange parity and, if minimum price under provisions of law or the bylaws applicable, the amount of the adjustment to be paid, to applicable on the issue date, regardless of whether or not the

B-178 Registration Document 2008

determine the issue dates, conditions and terms, to confirm powers necessary to implement this resolution, and in the completion of said contributions, to deduct all expenses, particular: charges and fees from the premiums, with the balance being - to set the dates on which the options will be granted; appropriated in any way decided by the Board of Directors or Shareholders’ Meeting, to increase the share capital and - to determine the dates of each grant, set the conditions make corresponding revisions to the bylaws, and in general to under which the options will be granted (these conditions may take all measures useful or necessary, enter into all include clauses prohibiting the immediate resale of all or part agreements, undertake all actions and formalities to conclude of the securities), to set the option exercise price, to establish the planned issue. the list of option beneficiaries and to decide the number of shares that each person may subscribe to or acquire;

- to define the terms and conditions of the option exercise, and FIFTEENTH RESOLUTION - AUTHORIZATION TO in particular the option exercise period(s), it being understood GRANT SUBSCRIPTION OPTIONS AND/OR SHARE that the Board of Directors shall have the right to suspend PURCHASE OPTIONS TO MEMBERS OF THE temporarily the exercise of options under legal and regulatory STAFF AND/OR DIRECTORS OF GROUP conditions; COMPANIES - to resolve the conditions under which the price and the The Extraordinary Shareholders’ Meeting, having considered number of shares to subscribe or purchase shall be adjusted the report of the Board of Directors and the special report of in the cases provided by law; the Statutory Auditors, - to determine the time, not to exceed ten (10) years, during authorizes the Board of Directors, pursuant to articles L.225- which the beneficiaries may exercise their options, as well as 177 et seq. of the French Commercial Code, for a term of the option exercise periods; twenty-six (26) months from today, on one or more occasions, to grant to any or all of the employees or directors of the - either to decide that the options cannot be exercised by Company and companies, subsidiaries and economic interest directors of the Company as defined in article L.225-185 of the groups linked to it under the conditions provided in articles French Commercial Code prior to resignation from their L.225-180 et seq. of the French Commercial Code and within positions, or to define the quantity of shares arising from the limits of the applicable laws, option exercises that they must retain as registered shares until the termination of their positions; - options giving a right to subscribe new Company shares to be issued in a capital increase and/or - to perform all actions and formalities to finalize the capital increase(s) that may be completed by virtue of the - options giving a right to purchase shares acquired by the authorization under this resolution; Company under the terms and conditions of the law. - to confirm the number and amount of the shares issued and The total number of outstanding options cannot provide a right to revise the bylaws as a result and generally to do all that is to subscribe to a number of shares greater than the legal limits necessary. or the overall ceiling provided by the nineteenth resolutions of this Shareholders’ Meeting. The Board of Directors shall inform the Shareholders’ Meeting every year about the transactions carried out under this It entails the renunciation by shareholders, in favor of the authorization. beneficiaries of the subscription options, of their pre-emptive subscription right to shares that will be issued to the extent of This delegation replaces and deprives of effect as of today the the option exercises. delegation of powers (where appropriate, any part not used by the Board of Directors) given by the Ordinary and The subscription or purchase price of the shares shall set by Extraordinary Shareholders’ Meeting of 8 March 2007 in its the Board of Directors on the date when the options shall be twenty-third resolution. granted, under the conditions and according to the terms provided by law.

The options may be exercised by the beneficiaries within a SIXTEENTH RESOLUTION – INCREASE OF THE term of ten (10) years from the day when they shall have been NUMBER OF SHARES, SECURITIES OR OTHER granted. INSTRUMENTS TO BE ISSUED IN CASE OF A CAPITAL INCREASE WITH OR WITHOUT The shares arising from the exercise of options shall be SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION effective from the first day of exercise. RIGHTS The Shareholders’ Meeting resolves to grant to the Board of The Shareholders’ Meeting, in conformity with article L.225- Directors, within the limits defined above and those of the 135-1 of the French Commercial Code, having considered the bylaws provisions, with right of subdelegation under the report of the Board of Directors and the special report of the conditions provided by law and the Company’s bylaws, the Statutory Auditors,

Registration Document 2008 B-179

1) notes that this authorization immediately ends the - resolves that the granting of shares to their beneficiaries authorization (where appropriate, any part not used by the shall be definitive at the end of a minimum acquisition period Board of Directors) given by the Ordinary and Extraordinary of 2 years but not to exceed 4 years, and the period of Shareholders’ Meeting of 8 March 2007 in its twenty-fourth obligation of the beneficiaries to hold onto the shares shall be resolution; set at a minimum of 2 years, but not to exceed 4 years, starting from the definitive granting of the shares, it being 2) resolves, for a term of twenty-six (26) months from today, understood that in case of disability of the beneficiary that the Board of Directors, with right of subdelegation, if it corresponding to Class 2 or 3 of the categories provided for in detects surplus demand, may increase the number of shares article L.314-4 of the French Social Security Code, the or other securities to be issued in case of an increase of the definitive grant shall occur prior to the end of the acquisition Company’s share capital with or without pre-emptive period and the shares shall be freely transferable; subscription rights, within the times and limits provided by the application regulations on the issue date (i.e. on that day - authorizes the Board of Directors to proceed, during the within thirty days from the subscription closing and within the acquisition period with any required adjustments of the limit of 15% of the initial issue) at the same price applied for number of shares granted as a function of possible financial the initial issue; transactions so as to preserve the rights of the beneficiaries;

3) resolves that the nominal amount of the capital increases - notes that, in case of granting of shares to be issued, this decided on through this resolution shall be encompassed authorization shall lead, at the end of the acquisition period, to within the overall ceiling set by the nineteenth resolution. a capital increase through capitalization of reserves, profits or issue premiums in favor of the beneficiaries of said shares and

corresponding renunciation by the shareholders in favor of the SEVENTEENTH RESOLUTION - AUTHORIZATION allocatees of the part of the reserves, profits and premiums GRANTED TO THE BOARD OF DIRECTORS TO thus capitalized, and authorizes the Board of Directors to GRANT SHARES perform said increases;

The Extraordinary Shareholders’ Meeting, having considered - recalls that the Board shall decide that for the shares granted the report of the Board of Directors and the special report of to Company directors as defined in article L.225-197-1-II of the Statutory Auditors, in accordance with articles L.225-197-1 the French Commercial Code, either they cannot be sold by of the French Commercial Code: the interested parties prior to resignation from their positions, or shall define the quantity of granted shares that these - authorizes the Board of Directors, with right of subdelegation, directors must retain as registered shares until the termination at its own discretion, on one or more occasions for the benefit of their positions. of the beneficiaries which it shall choose among the members, and/or certain categories of them, of staff and/or directors of This authorization is granted for a term of twenty-six (26) the Company who fulfill the conditions set by the law and/or of months from today and deprives of effect as of today the the companies or groups affiliated with it as defined in article authorization (where appropriate, any part not used by the L.225-197-2 et seq. of the French Commercial Code, to make Board of Directors) given by the Ordinary and Extraordinary share grants that are existing and/or to be issued by the Shareholders’ Meeting of 8 March 2007 in its twenty-fifth Company; resolution.

- resolves that the Board of Directors shall determine the The Shareholders’ Meeting delegates to the Board of identity and the list of recipients of share grants, the number of Directors, including the right of subdelegation under the shares that may be granted to each beneficiary, the conditions conditions provided by law, all powers to implement this for granting, and if applicable, the criteria for granting of the authorization in order to determine the dates and conditions of shares, and shall have the right to make the granting of shares the grants, to define the amount and nature of the reserves, contingent on certain individual or collective performance profits and/or premiums to be capitalized and to increase the criteria; capital accordingly, in case of granting of shares to be issued, and in general to take all measures useful or necessary, enter - resolves that the maximum percentage of the share capital into all agreements and accomplish all actions and formalities that may be granted under this resolution may not represent to conclude the planned grants, to confirm the capital more than 1% of the Company’s share capital as confirmed at increases resulting from any grant realized using this the end of the present Shareholders’ Meeting, regardless of authorization and revise the bylaws accordingly. the additional shares to be issued or granted to preserve the rights of the beneficiaries in case of financial transactions during the acquisition period; the nominal amount of the capital increase performed in application of this delegation shall be deducted from the amount of the corresponding ceilings set by the nineteenth resolution;

B-180 Registration Document 2008

and/or groups affiliated with it as defined in article L.225-180 EIGHTEENTH RESOLUTION - DELEGATION OF of the French Commercial Code and articles L.3344-1 et seq. AUTHORITY TO INCREASE THE SHARE CAPITAL of the French Labor Code. TO GROUP EMPLOYEES The Shareholders’ Meeting gives full powers to the Board of The Extraordinary Shareholders’ Meeting, having considered Directors to implement this delegation of authority on one or the report of the Board of Directors and the special report of more occasions, in compliance with the conditions that have the Statutory Auditors, and under the provisions of articles been established and, in particular, all powers to determine L3332-1 et seq. of the French Labor Code and articles L.225- the conditions of the issue(s) completed by virtue of this 138 et seq. of the French Commercial Code and in conformity delegation of authority any and all necessary formalities and with articles L.225-129-2 and L.225-129-6 of the French generally to do everything necessary to implement this Commercial Code, delegation of authority, namely: 1) notes that this authorization immediately ends the - to determine that the issues may take place directly for the authorization (where appropriate, any part not used by the benefit of the beneficiaries or through the intervention of Board of Directors) given by the Ordinary and Extraordinary collective bodies; Shareholders’ Meeting of 8 March 2007 in its twenty-sixth resolution, - to determine the characteristics, amounts, conditions and terms of the issues or grants which will be completed by virtue 2) delegates to the Board of Directors, with right of of this authority, and in particular of the effective date and subdelegation, its authority, for a period of twenty-six (26) terms of payment for the shares; months from today, to decide on one or more occasions, (i) to issue new shares or other securities reserved for employees - to set the subscription or sale price of the shares under legal of the Company and/or of other companies affiliated with the conditions; Company as defined in article L.225-180 of the French - to set the subscription opening and closing dates; Commercial Code, who participate in a company savings plan and/or voluntary employee saving partnership plan, and these - to set the time for payment of the shares, which cannot employees may subscribe directly or through any mutual fund exceed the maximum time provided for by applicable legal and (ii) to grant to said employees shares or other securities giving regulatory provisions and, as the case may be, the seniority of access to the Company’s capital within the limits provided by the employees required for participation in the transaction and articles L.3332-21 et seq. of the French Labor Code, with the the matching contribution of the Company; shareholders renouncing their rights to the securities likely to - to make the necessary revisions to the bylaws and in general be issued as a grant; to do what is necessary, and if it deems it convenient, to apply 3) resolves that the nominal amount of the capital increase, the capital increase expenses to the amount of the premiums realized immediately or over time, from the entire issuance of corresponding to these increases and deduct from this amount shares and/or other securities performed under the delegation the sums required in order to bring the statutory reserve to through this resolution is five (5) million euros or its equivalent one-tenth of the new capital after each increase. in any other authorized currency, it being understood that (i) this ceiling is defined regardless of the consequences for the amount of capital of the adjustments liable to be made in NINETEENTH RESOLUTION - OVERALL CEILING conformity with the legal and regulatory provisions following OF THE CAPITAL INCREASES the issuance of the securities giving access to the capital over The Extraordinary Shareholders’ Meeting, having considered time, and that (ii) the nominal amount of the capital increase the report of the Board of Directors and the special report of completed in application of this authorization shall be the Statutory Auditors, sets, in conformity with article L.225- deducted from the amount of the overall ceiling of seventy-five 129-2 of the French Commercial Code, the overall ceiling of (75) million euros set in the nineteenth resolution. the capital increase to be implemented immediately or over 4) authorizes the Board of Directors, under the conditions of time which may result from the entire issue of shares and this resolution, to sell the shares as provided by the last other securities completed by virtue of the delegation given to subparagraph of Article L. 3332-24 of the French Labor Code; the Board of Directors for the 10th, 11th, 12th, 13th, 15th, 16th, 17th and 18th resolutions at an overall nominal amount of 5) resolves that the subscription price of shares issued under seventy-five (75) million euros, regardless of the this delegation of authority shall be determined under the consequences for the amount of the capital due to conditions provided by the provisions of Article L.3332-19, et adjustments liable to be made, in conformity with the legal and seq. of the French Labor Code; regulatory provisions following the issue of the securities 6) resolves to eliminate the pre-emptive subscription right of giving access over time to the capital, it being understood that shareholders to shares to be issued under this resolution, in within the limit of this ceiling: favor of these employees or former employees participating in a) issues preserving the pre-emptive subscription right, a company savings plan and/or voluntary employee saving covered in the tenth resolution, after taking into account the partnership plan of the Company and/or of the companies

Registration Document 2008 B-181

increase in the number of shares or other securities issued in The Extraordinary Shareholders’ Meeting, having considered application of the sixteenth resolution, cannot result in the report of the Board of Directors and the special report of increasing the capital by an amount greater than fifty (50) the Statutory Auditors, authorizes the Board of Directors, in million euros; accordance with the provisions of articles L.225-209 et seq. of the French Commercial Code, to reduce the share capital on b) issues eliminating the pre-emptive subscription right, one or more occasions in the proportions and at the times it covered in the eleventh, twelfth and thirteenth resolutions, deems appropriate, by canceling all or part of the shares held after taking into account the increase in the number of shares or purchased by the Company within the limit permitted by law, or other securities issued in application of the sixteenth which at present is 10% of the capital in any single twenty-four resolution, cannot result in increasing the capital by an amount month period. This limit applies to the amount of capital after greater than twenty (20) million euros; any adjustments for transactions made after the date of this c) the issues aimed at compensating contributions in kind meeting. provided to the Company, covered in the fourteenth resolution, This authorization will expire at the end of a period of eighteen cannot give rise to a capital increase greater than the legal months from the date of this meeting. limits; The Shareholders’ Meeting confers full powers on the Board d) the issues of shares to service share subscription options, of Directors, which may be further delegated, to do the covered in the fifteenth resolution, cannot give rise to a capital following: increase greater than the legal limits, set independently from (b); - cancel the shares and make the resulting capital reduction(s); e) share grants, covered in the seventeenth resolution, cannot - determine the final amount of the capital reductions, set their give rise to a capital increase greater than the legal limits; terms and conditions and duly record their completion; f) the issues of shares to employees, covered in the - deduct the difference between the net book value of the eighteenth resolution, cannot result in increasing the capital by cancelled shares and their par value from any reserve or an amount greater than five (5) million euros. share premium accounts;

All of these amounts applied to the overall ceiling are - amend the bylaws accordingly and, more generally, do established regardless of the consequences for the amount of everything necessary in accordance with the laws prevailing at the capital due to the adjustments liable to be made, in the time this authorization is used. conformity with the legal and regulatory provisions following the issue of the securities giving access to the capital over time. TWENTY-FIRST RESOLUTION – POWERS

The Extraordinary Shareholders’ Meeting, having considered the report of the Board of Directors, gives full powers to the TWENTIETH RESOLUTION - AUTHORIZATION bearer of a copy or extract of the minutes of this meeting to GRANTED TO THE BOARD OF DIRECTORS TO carry out all legal registration, filing, announcement and other REDUCE THE SHARE CAPITAL BY CANCELING formalities. SHARES

B-182 Registration Document 2008

REGISTRATION DOCUMENT (ONLINE AT WWW.CLUBMED.COM)

To facilitate the reading the Registration Document, the following comparison table refers to the main headings required by Annex 1 of European Commission Regulation 809/2004 implementing the so-called “Prospectus” Directive.

1. Person responsible 1.1. Name and function of persons responsible 186 1.2. Declaration of persons responsible 186 2. Statutory Auditors 2.1. Names and addresses of the statutory auditors 186 2.2. Resignation, removal or non-reappointment n/a 3. Selected financial information 3.1. Selected historical financial information 5 3.2. Selected historical financial information for interim periods n/a 4. Risk factors 25-27 5. Information about the issuer 5.1. History and development of the issuer 4 5.1.1. Legal and commercial name of the issuer 29 5.1.2. Place of registration and registration number 29 5.1.3. Date of incorporation and length of life 29 5.1.4. Domicile and legal form 29 5.1.5. Important events in the development of the business 4 5.2. Investments 5.2.1. Principal investments for each financial year for the period covered by the historical financial information 20 ; 97 ; 101 5.2.2. Principal investments in progress, geographic distribution of these investments (home and abroad) and method of financing (internal or external) n/a 5.2.3. Renseignements concernant les principaux investissements que compte réaliser l’émetteur à l’avenir et pour lesquels ses organes de direction ont déjà pris des engagements fermes n/a 6. Business overview 6.1. Principal activities 6.1.1. Type of operations and principal activities 8-11; 13-24 6.1.2. New products or services launched on the market n/a 6.2. Principal markets 8-9 6.3. Exceptional factors 13; 98-99 6.4. Extent of dependence on patents or licenses, industrial, commercial or financial contracts, or new manufacturing processes 24 6.5. Competitive position 8-9 7. Organizational structure 7.1. Brief description of the Group 129-130 7.2. List of significant subsidiaries 124-127 8. Property, plant and equipment 8.1. Existing or planned material tangible fixed assets, including leased properties, and any major 10-11; 20-23; 90; encumbrances thereon 101-102 8.2. Environmental issues that could affect the use of property, plant and equipment 25-67 9. Operating and financial review 9.1. Financial position 13-22; 82-85 9.2. Operating results 9.2.1. Significant factors 13; 16-17 9.2.2. Material changes in net sales or revenues 13; 87;99

Registration Document 2008 B-183

9.2.3. Policies or factors that have materially affected, or could materially affect the issuer's operations 23 10. Capital resources 10.1. Issuer’s capital resources 85; 105-106; 112 10.2. Sources and amounts of cash flows 19-20; 84; 120 10.3. Borrowing requirements and funding structure 83; 112-114 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect the issuer's operations 21; 117 10.5. Anticipated sources of funds n/a 11. Research and development, patents and licenses n/a 12. Trend information 12.1. Most significant trends 23-24 12.2. Trends likely to affect the issuer's prospects 23-24 13. Profit forecasts or estimates 13.1. Statement setting out the principal assumptions for estimates n/a 13.2. Report by independent accountants or auditors relating to profit forecasts or estimates n/a 14. Administrative, management and supervisory bodies and senior management 14.1. Information about the members of the Board of Directors 42-50 14.2. Conflicts of interest 50 15. Remuneration and benefits 15.1. Amount of remuneration paid and benefits in kind 38 15.2. Total amounts set aside or accrued to provide pension, retirement or similar benefits 39; 109 16. Board practices 16.1. Expiration of current Board terms 42-50 16.2. Service contracts binding members of the administrative, management or supervisory bodies n/a 16.3. Audit Committee and Remuneration Committee 53-54 16.4. Compliance with the principles of corporate governance applicable in France 38; 53 17. Employees 17.1. Number of employees 118 17.2. Shareholdings and stock options 39-40 17.3. Participation of employees in the capital of the issuer 35 18. Major shareholders 18.1. Shareholders with greater than 5% stake 35 18.2. Existence of different voting rights 30-31; 35 18.3. Control of the issuer n/a 18.4. Arrangement, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer n/a 19. Related party transactions 25; 121 20. Financial information concerning the issuers' assets and liabilities, financial position and profit and losses 20.1. Historical financial information 5 20.2. Pro forma financial information n/a 20.3. Financial statements 81-127 20.4. Auditing of historical annual financial information 128; 158 20.4.1. Statement that the historical financial information has been audited 188 20.4.2. Other information audited by the auditors 65; 160-163 20.4.3. Source of financial data not extracted from the issuer’s audited financial statements n/a 20.5. Age of latest financial information 81; 132 20.6. Interim and other financial information n/a 20.7. Dividend policy 36 20.7.1. Amount of the dividend per share adjusted, where the number of shares in the issuer has changed, to make it comparable 36

B-184 Registration Document 2008

20.8. Legal and arbitration proceedings 24 20.9. Significant change in the financial or trading position 24 21. Additional information 21.1. Share capital 32 21.1.1. Amount of issued capital 32 21.1.2. Shares not representing capital n/a 21.1.3. Shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer 35 21.1.4. Amount of any convertible securities, exchangeable securities or securities with warrants 32 21.1.5. Information about and terms of any acquisition rights and/or obligations over authorised but unissued capital or an undertaking to increase the capital n/a 21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option n/a 21.1.7. History of share capital 33 21.2. Memorandum and articles of association 29 21.2.1. Issuer's objects and purposes and where they can be found in the memorandum and articles of association 29 21.2.2. Provisions with respect to the members of the administrative, management and supervisory bodies 42 21.2.3. Rights, preferences and restrictions attaching to each class of the existing shares 30-31 21.2.4. Actions necessary to change the rights of holders of the shares n/a 21.2.5. Conditions governing the manner in which shareholders’ meetings are called 30-31 21.2.6. Provisions that would have an effect of delaying, deferring or preventing a change in control of the issuer n/a 21.2.7. Provisions governing the ownership threshold above which shareholder ownership must be disclosed 31 21.2.8. Conditions, statutes or charter governing changes in the capital n/a 22. Material contracts n/a 23. Third party information, statement by experts and declarations of any interest 23.1. Statement or report of expert n/a 23.2. Confirmation regarding information sourced from a third party n/a 24. Documents on display 29 25. Information on holdings 124-127

The English language version of this Registration Document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However in all maters of interpretation of information, views or opinion expressed therein the original language version of the document in French takes precedence over the translation.

Registration Document 2008 B-185

The following information is incorporated by reference in the Meeting of 17 March 2003. Its appointment was renewed at Registration Document: the Shareholders’ Meeting of 8 March 2007 for a period of • The business report, the consolidated financial statements six years expiring at the Shareholders’ Meeting to be called of Club Méditerranée and the Statutory Auditors’ report on to approve the fiscal 2012 financial statements. the consolidated financial statements for fiscal 2006, as presented on pages 66 to 78, 91 to 143 and 140 of the PERSON RESPONSIBLE FOR THE INFORMATION Registration Document filed with the Autorité des Marchés Financiers on 14 February 2007. - M. Henri Giscard d’Estaing Chairman and Chief Executive Officer • The business report, the consolidated financial statements 11, rue de Cambrai – 75019 Paris. of Club Méditerranée and the Statutory Auditors’ report on Phone: + 33 (1) 53 35 30 23 the consolidated financial statements for fiscal 2007, as presented on pages 62 to 77, 115 to 160 and 157 of the Registration Document filed with the Autorité des Marchés VICE PRESIDENT, INVESTOR RELATIONS AND Financiers on 12 February 2008. FINANCIAL COMMUNICATION - Caroline Bruel STATUTORY AUDITORS 11 rue de Cambrai – 75019 Paris Phone : + 33 (1) 53 35 30 75 - Ernst & Young Audit SAS, Faubourg de l’Arche 92037 Fax. : + 33 (1) 53 35 32 73 Paris La Défense Cedex, represented by Pascal Macioce. e-mail : [email protected] Ernst & Young Audit was appointed for the first time at the Shareholders’ Meeting of 30 April 1981. Its appointment was PERSON RESPONSIBLE FOR THE REGISTRATION renewed at the Shareholders’ Meeting of 8 March 2007 for a DOCUMENT period of six years expiring at the Shareholders’ Meeting to be called to approve the fiscal 2012 financial statements. “I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in - Deloitte & Associés, 185, avenue Charles de Gaulle this registration document is, to the best of my knowledge, in 92524 Neuilly-sur-Seine Cedex, represented by accordance with the facts and contains no omission likely to Dominique Jumaucourt. affect its import. Deloitte & Associés was appointed for the first time at the I further declare that, to the best of my knowledge, i) the Shareholders’ Meeting of 17 March 2003. Its appointment financial statements have been prepared in accordance with was renewed at the Shareholders’ Meeting of 8 March 2007 the applicable accounting standards and give a true and fair for a period of six years expiring at the Shareholders’ view of the assets and liabilities, financial position and Meeting to be called to approve the fiscal 2012 financial results of Club Méditerranée and the consolidated statements. companies, and that ii) the management report on page 13 presents a fair view of the business, results and financial ALTERNATE AUDITORS position of Club Méditerranée and the consolidated companies, as well as a description of the main risks and - Auditex, Faubourg de l’Arche 92037 Paris-La Défense uncertainties they face.” Cedex

Auditex was appointed for the first time at the Shareholders’ Meeting of 11 March 2008. It replaced François Carrega for The Chairman and Chief Executive Officer the remainder of his term, that is, until the Shareholders’ Henri Giscard d’Estaing Meeting to be called to approve the fiscal 2012 financial statements.

- Le Beas, 185 avenue Charles de Gaulle, 92524 Neuilly- sur-Seine Cedex.

B-186 Registration Document 2008

CLUB MEDITERRANEE SA 11, Rue de Cambrai 75957 Paris Cedex 19 – France Phone: +33 1 53 35 35 53 – Fax: +33 1 53 35 36 16 – www.clubmed.com Société anonyme (joint stock corporation) with share capital of € 77,511,620- 572 185 684 RCS Paris – Licence: LI 075 95 0333 RCP n° AA 992 497 GENERALI ASSURANCES IARD – 7, Boulevard Haussmann – F – 75456 Paris Cedex 9 Garantie Financière APS – 15, Avenue Carnot – F – 75017 Paris

Registration Document 2008 B-187

ANNEX C

FORM OF ACCREDITED INVESTOR CERTIFICATE

The undersigned (the “Canadian Investor”) hereby represents, warrants and covenants to Club Méditerranée (the “Company”) that the Canadian Investor is purchasing the securities of the Company, as principal or as an agent for a disclosed principal and such Canadian Investor or disclosed principal is (i) a shareholder of the Company, and (ii) resident in or is subject to the laws of , and (iii) is an “accredited investor” (as defined National Instrument 45-106 Prospectus and Registration Exemptions (or in Québec, Regulation 45-1069 respecting Propsectus and Registration Exemptions)) by virtue of satisfying one or more of the indicated criterion on Appendix “A” to Accredited Investor Certificate attached hereto.

DATED this day of , 2009.

[CANADIAN INVESTOR]

Per: Name: Title:

IMPORTANT: PLEASE INITIAL ONE OR MORE OF THE ITEMS, AS APPLICABLE, IN APPENDIX “A” ON THE NEXT PAGE

C-i APPENDIX “A”

TO ACCREDITED INVESTOR CERTIFICATE

The Canadian Investor hereby represents, warrants and certifies to the Company that the Canadian Investor (or its disclosed principal) is an “accredited investor” as defined in NI 45—106 by virtue of being: [check appropriate item(s) below]

(a) a Canadian financial institution, or a Schedule III bank, (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), (e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec, (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada, (j) an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, (k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000, (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, (n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106, (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt, (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

C-ii (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function, (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors, (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as (i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after NI 45-106 comes into force.

For the purposes hereof: (a) “Canadian financial institution” means (i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; (b) “control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of the combination of persons that holds: (i) a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or (ii) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer; (c) “director” means (i) a member of the board of directors of a company or an individual who performs similar functions for a company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company; (d) “eligibility adviser” means (i) a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and (ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not (1) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

C-iii (2) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; (e) “eligible investor” means (i) a person whose (1) net assets, alone or with a spouse, in the case of an individual, exceed $400,000, (2) net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or (3) net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, (ii) a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors, (iii) a general partnership of which all of the partners are eligible investors, (iv) a limited partnership of which the majority of the general partners are eligible investors, (v) a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors, (vi) an accredited investor, (vii) a person described in section 2.5 [Family, friends and business associates] of NI 45-106, or (viii) a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser; (f) “EVCC” means an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments; (g) “executive officer” means, for an issuer, an individual who is (i) a chair, vice-chair or president, (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production, (iii) an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or (iv) performing a policy-making function in respect of the issuer; (h) “financial assets” means (i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation; (i) “foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada; (j) “founder” means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and (ii) at the time of the trade is actively involved in the business of the issuer; (k) “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction; (l) “jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;

C-iv (m) “investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and VCC; (n) “local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate; (o) “non-redeemable investment fund” means an issuer, (i) whose primary purpose is to invest money provided by its securityholders, (ii) that does not invest, (1) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or (2) for the purpose of being actively involved in the management of any issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, and (iii) that is not a mutual fund; (p) “person” includes (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; (q) “regulator” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction; (r) “related liabilities” means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets; and (s) “spouse” means, an individual who, (i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); (t) “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; (u) “VCC” means a venture capital corporation registered under Part 3 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments. All monetary references in this Accredited Investor Certificate are in Canadian Dollars.

C-v