PUBLIC SUBSCRIPTION OFFER of 14,190,621 NEW SHARES with VVPR STRIPS in the Framework of a Capital Increase in Cash with a Preferential Subscription Right

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PUBLIC SUBSCRIPTION OFFER OF 14,190,621 NEW SHARES WITH VVPR STRIPS in the framework of a capital increase in cash with a preferential subscription right

and

ADMISSION TO TRADING OF THOSE SHARES AND OF THOSE VVPR STRIPS ON EUROLIST BY EURONEXT BRUSSELS

@Joint Lead Managers

Co-Lead Managers

June 2007 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 APPROVAL OF THE PROSPECTUS

On 5 June 2007, the Banking, Financing and Insurance Commission (BFIC) approved the prospectus consisting of this share securities note, the annual report for the financial year 2006, the press release on the first quarter 2007 and the press release on the investment in Iberdrola in appendix, in accordance with Article 23 of the Belgian law of 16 June 2006 concerning public offers of investment instruments and admission of investment instruments for trading on regulated markets. This approval does not imply an approval of the suitability and the quality of the transaction or of the position of the persons who are making this offer.

On 5 June 2007, the BFIC accepted the annual report for the financial year 2006 as the registration document, which, accompanied by a share securities note, may be used for any market call during a period of 12 months.

The prospectus is also available in French and Dutch. The Company is responsible for checking the coherence between the three languages. In case of dispute, only the French version of the prospectus will be legally binding; the Dutch and the English version being free translations.

AVAILABILITY OF THE PROSPECTUS

The prospectus is available, in the three languages, at the registered office of the Company, avenue Marnix 24, B-1000 Brussels, during office hours.

Copies can be requested at: • Fortis on the free phone number 0800/90.301 • ING on 02/464.60.04 • KBC Bank on 03/283.29.70

Subject to certain conditions related to applicable legal and regulatory provisions in certain jurisdictions, the prospectus may also be viewed on the following website: www.gbl.be. WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Groupe Bruxelles Lambert

Public Limited Liability Company Registered office: Avenue Marnix 24 – B-1000 Brussels Register of legal entities n°: 0407.040.209

SHARE SECURITIES NOTE

for

THE PUBLIC SUBSCRIPTION OFFER OF 14,190,621 NEW SHARES WITH VVPR STRIPS in the framework of a capital increase in cash with a preferential subscription right

and

THE ADMISSION TO TRADING OF THOSE SHARES AND OF THOSE VVPR STRIPS ON EUROLIST BY EURONEXT BRUSSELS

Main terms and conditions of the offer

Issue price: 84 EUR per share with VVPR strip

Subscription period: • from 14 to 28 June 2007 inclusive with preferential subscription • on 2 July 2007 for the accelerated private placement with qualified investors of the preferential subscription rights that were not exercised in the form of scrips

Subscription right: Coupon N° 9 separated from the old shares on 13 June 2007 after closing of the stock exchange

Listing of the new shares on Eurolist by Euronext Brussels, in principle on 2 July 2007 for the shares and VVPR strips and VVPR strips resulting from the subscription with preferential subscription rights and in principle on 4 July 2007 for the shares and VVPR strips resulting from the subscription with scrips

Selling agents: Fortis, ING and KBC Bank

1 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 SUMMARY OF THE PROSPECTUS ...... 6

A. Key features of the offer ...... 6

Background of the offer and use of proceeds...... 6 Expected timetable of the offer ...... 6 Number of new shares offered ...... 7 Issue price...... 7 Proceeds and expenses related to the capital increase ...... 7 Percentage represented by new shares...... 7 Date as of which the new shares carry rights ...... 7 Preferential subscription right...... 7 Subscription periods...... 8 Payment of the subscribed shares...... 8 Selling agents ...... 8 Financial service...... 8 Admission to trading of the new shares and the VVPR strips on Eurolist by Euronext Brussels ...... 8 Underwriting...... 8 Condition precedent for the underwriting...... 9 Intention of the principal shareholders to subscribe...... 9 Dilution ...... 9 Lock-up agreement...... 9 Stabilisation – Interventions on the market ...... 10 Restrictions applicable to the offer ...... 10 Summary of the principal risk factors in relation to the issuer and the shares offered ...... 11

B. Information relating to the issuer...... 12

History and development of GBL ...... 12

Overview of the activities of GBL ...... 12

General information on GBL...... 12

Key information relating to selected financial data of the Company ...... 15

1. RESPONSIBILITIES FOR THE PROSPECTUS...... 17

1.1. Parties responsible for the prospectus ...... 17

1.2. Declaration of the parties responsible for the prospectus ...... 17

2. RISK FACTORS ...... 18

2.1. Risks related to the securities offered ...... 18

2.2. Risks relating to the Company ...... 18

3. KEY INFORMATION...... 20

3.1. Net working capital ...... 20

3.2. Shareholders’ equity and indebtedness ...... 20

3.3. Interest of physical persons and legal entities participating in the issue...... 21

3.4. Purpose of the offer and use of the proceeds ...... 21

3 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 4. INFORMATION ABOUT THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING ON EUROLIST BY EURONEXT BRUSSELS...... 22

4.1. Type, class and date of dividend entitlement of the securities offered and admitted to trading ...... 22

4.2. Applicable law and jurisdiction ...... 22

4.3. Form of the shares and the VVPR strips...... 22

4.4. Currency of the issue ...... 22

4.5. Rights attached to the new shares...... 22

4.6. Authorisations relating to this offer ...... 24

4.7. Expected dates for the issue of the new shares...... 24

4.8. Restrictions on the free negotiability of the new shares ...... 24

4.9. Belgian regulations concerning takeover bids ...... 24 4.10. Takeover bids instigated by third parties in respect of the issuer’s equity during the previous financial year and the current financial year ...... 24

4.11. Belgian taxation...... 24

5. TERMS AND CONDITIONS OF THE OFFER ...... 29

5.1. Conditions, offer statistics, expected timetable and actions required to apply for the offer ...... 29

5.1.1. Conditions to which the offer is subject...... 29 5.1.2. Amount of the issue...... 29 5.1.3. Subscription periods and process...... 29 5.1.4. Revocation/suspension of the offer...... 30 5.1.5. Reduction of the subscription ...... 30 5.1.6. Minimum and/or maximum amounts that may be subscribed...... 30 5.1.7. Revocation of subscription orders...... 30 5.1.8. Payment of funds and terms of delivery of shares...... 30 5.1.9. Publication of the results of the offer ...... 30 5.1.10. Procedure for the exercise and negotiability of the preferential subscription rights ...... 30 5.1.11. Expected timetable of the transaction ...... 30

5.2. Plan for the distribution and allotment of securities...... 31

5.2.1. Category of potential investors – Countries in which the offer will be open - Restrictions applicable to the offer...... 31

5.2.2. Intention to subscribe of the Company’s principal shareholders or members of its administrative, management or supervisory bodies ...... 33

5.2.3. Pre-allotment disclosure ...... 33

5.2.4. Notification to subscribers...... 33

5.2.5. Over-allotment and green shoe ...... 33

5.3. Pricing ...... 33

5.3.1. Issue price ...... 33

5.3.2. Publication of the issue price...... 33

5.3.3. Restriction or abolition of the preferential subscription right...... 33

4 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5.4. Placing and underwriting ...... 33

5.4.1. Selling agents...... 33

5.4.2. Financial service ...... 33

5.4.3. Underwriting...... 33

5.4.4. Date of conclusion of the underwriting agreement...... 34

5.5. Lock-up agreement...... 34

6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS...... 35

6.1. Admission to trading...... 35 6.2. Listing places...... 35 6.3. Simultaneous offers ...... 35 6.4. Liquidity contract ...... 35 6.5. Stabilisation - Interventions on the market...... 35

7. SELLING SECURITIES HOLDERS...... 36

8. EXPENSES INCURRED WITH THE OFFER...... 37

9. DILUTION ...... 38

9.1. Amount and percentage of the immediate dilution resulting from the offer...... 38

9.2. Consequences of the issue for existing shareholders...... 38

10. ADDITIONAL INFORMATION ...... 39

10.1. Advisers connected with the offer...... 39

10.2. Party responsible for the audit of the accounts / Report of the auditors...... 39 10.2.1. Party responsible for the audit of the accounts...... 39 10.2.2. Report of the party responsible for the audit of the accounts ...... 39

10.3. Report of the expert ...... 39

10.4. Information included in the prospectus and sourced from a third party ...... 39

ANNEX 1: SUBSCRIPTION FORM ...... 41

ANNEX 2: ANNUAL REPORT 2006 ...... 45

ANNEX 3 : PRESS RELEASE – RESULTS FIRST QUARTER 2007

ANNEX 4 : PRESS RELEASE – INVESTMENT IN IBERDROLA

5 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 SUMMARY OF THE PROSPECTUS

This is a summary of certain important information contained in the Groupe Bruxelles Lambert (the « Company » or « GBL ») prospectus. This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on a thorough review of the prospectus by the investor.

A. Key features of the offer

Background of the offer and use of proceeds

Relying on its family tradition and its long-term shareholders’ equity policy, GBL has been able to create value over the years through positions as a strategic shareholder.

The group strives to remain up-to-date by ensuring its access to numerous opportunities.

Thus, at the beginning of 2007, GBL continued to support Suez’ strategy and confirmed its role as historical shareholder by increasing its stakeholding in the capital of this company to 9.5% through an investment of some 0.8 billion EUR.

Since the beginning of this year, GBL strengthened its interest in Lafarge, initiated in 2005, to more than 17% thus proving once again that GBL is willing to encourage a long-term policy. This stronger presence in Lafarge required an investment of 2.7 billion EUR.

Recently, GBL also diversified its portfolio by acquiring a 5% interest in Pernod Ricard, an investment that required 0.9 billion EUR.

Hence, the net proceeds of the offer estimated at 1,182.5 million EUR will be used to invest in the current strategic assets and to cover the needs required for the acquisition of new stakeholdings by the Company in the framework of its investment policy.

Expected timetable of the offer

1 June 2007 Decision to increase the capital by the Board of Directors

14 June 2007 Opening of the subscription period with preferential subscription rights

28 June 2007 Closing of the subscription period with preferential subscription rights

30 June 2007 Publication of the results of the subscriptions and announcement of the sale of the preferential rights that were not exercised

2July 2007 • Payment by the subscribers of the new shares subscribed to with preferential subscription rights • Realisation of the capital increase for these subscriptions • Delivery to the account of the subscribers of the new shares and VVPR strips subscribed to with preferential subscription rights • Listing of the new shares and VVPR strips • Accelerated private placement with qualified investors of the preferential subscription rights that were not exercised in the form of scrips • Allotment of the scrips and subscription based on these scrips

4 July 2007 • Publication of the results of the subscription with scrips and results of the sale of the scrips • Payment by the subscribers of the new shares subscribed to with scrips • Realisation of the capital increase for these subscriptions • Delivery to the account of the subscribers of the new shares and VVPR strips subscribed to with scrips • Listing of the new shares and VVPR strips

6 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Number of new shares offered

14,190,621 shares with no nominal value, together with the same number of VVPR strips will be offered for public subscription with a preferential subscription right for existing shareholders, in accordance with articles 592 and 593 of the Corporate Law.

Issue price

The issue price has been determined at 84 EUR per share. This price remains the same whether the share is delivered with or without VVPR strips (choice of the subscriber).

Proceeds and expenses related to the capital increase

The gross proceeds of the offer will amount to 1,192.0 million EUR.

The expenses related to the offer are estimated at 9.5 million EUR and include, among others, the fees due to the BFIC and Euronext Brussels, the compensation of financial intermediaries, legal and administrative expenses as well as publication costs.

Hence, the net proceeds of the offer can be estimated at 1,182.5 million EUR.

Percentage represented by new shares

Based on GBL’s share capital as of 31 December 2006 the number of shares offered represents 9.6 % of the capital.

Date as of which the new shares carry rights

1 January 2007

Preferential subscription right

Existing shareholders and persons having acquired preferential subscription rights during the subscription period will have a priority right to subscribe to the new shares. They will be entitled to subscribe without reduction for the new shares at the ratio of 1 new share for 10 existing shares they own at the price of 84 EUR per share, without taking into account fractional shares. The preferential subscription right, represented by the N° 9 coupon of the shares, will be separated from the underlying shares on 13 June 2007 after the closing of the stock exchange and will be negotiable on Eurolist by Euronext Brussels during the entire subscription period with preferential subscription rights. Registered shareholders will receive bearer certificates (N° 9 coupons) representing the rights with regard to the shares they own. The shareholders or transferees of their preferential subscription rights who want to subscribe but do not hold a sufficient number of existing shares to obtain a whole number of new shares may combine to exercise their preferential subscription rights. However, an indivisible subscription may not be the result, since the Company only recognises one single owner for each share.

In addition, shareholders who do not hold the exact number of preferential subscription rights to subscribe to a round number of shares are entitled during the entire period from 14 till 28 June 2007 either to purchase additional preferential subscription rights in order to acquire one additional share or transfer their fractional rights.

The preferential subscription rights relating to the 5,261,451 own shares, i.e. 3.6 % of the of the number of shares of the capital issued on 4 June 2007 and held by Sagerpar, a subsidiary of the Company, will not be exercised or sold.

Shareholders who do not use their preferential subscription right at the latest on 28 June 2007 will be no longer entitled to do so after this date. The preferential subscription rights that are not exercised, with the exception of the preferential subscription rights held by Sagerpar mentioned above, will be represented by scrips that will be offered for sale by Fortis as soon as possible after the closing of the subscription and in principle on 2 July 2007 by means of an accelerated private placement with Belgian and European qualified investors.

After deduction of any expenses, costs and charges of the Company, the net proceeds of this sale of scrips will be proportionally split up between all the existing shares the preferential subscription rights of which were not exercised. The holders of the preferential subscription rights that were not exercised will have to turn to their financial intermediary for the payment.

7 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Subscription periods

From 14 to 28 June 2007 inclusive for the subscription with preferential subscription rights.

On 2 July 2007 for the accelerated private placement with qualified investors of the preferential subscription rights that were not exercised in the form of scrips.

Payment of the subscribed shares

For the subscriptions with preferential subscription rights : by debit of the account with value 2 July 2007.

For the subscriptions with scrips : by debit of the account with value 4 July 2007.

Selling agents

Subscription requests are accepted free of charge at the counters of Fortis, ING and KBC Bank or at these institutions through any financial intermediary. Investors are invited to request details of the costs which these intermediaries may charge.

Financial service

The paying agent for the shares of the Company is ING providing the financial service free of charge for the shareholders.

Admission to trading of the new shares and the VVPR strips on Eurolist by Euronext Brussels

The request for admission to trading on the regulated market Eurolist by Euronext Brussels of the new shares and the VVPR strips has been submitted. The admission will in principle take place on 2 July 2007 for the shares subscribed to with preferential subscription rights and on 4 July 2007 for the shares subscribed to with scrips.

Underwriting

The issue of the shares will be underwritten pursuant to an underwriting agreement entered into on 1 June 2007 between GBL, on the one hand and Fortis, ING and BNP Paribas(the « Joint Lead Managers ») and KBC Securities and Calyon (the “Co-Lead Managers”), on the other hand

Pursuant to the terms of such agreement, the Joint Lead Managers and the Co-Lead Managers must find subscribers for, or failing which, subscribe to the new shares which have not been subscribed at the end of the subscription periods with preferential subscription rights and with scrips, with the exception of the shares which are the object of an irrevocable commitment given by Pargesa Netherlands BV, a subsidiary of Pargesa Holding SA, hereafter « Pargesa », as set out in « Intention to subscribe of the principal shareholders » below.

Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, will have the option of waiving its underwriting should one of the following events occur between the date of the signing of the underwriting agreement (on 1 June 2007) and the date of the first realisation of the capital increase before the public notary, scheduled for 2 July 2007:

(i) a suspension or material limitation in trading of the Company’s shares or shares generally on the markets of certain stock exchanges; (ii) a general moratorium on commercial banking activities declared by the relevant authorities in Brussels or certain other countries or a material disruption in commercial banking or securities settlement or clearance services in or outside Belgium; (iii) the outbreak or escalation of hostilities, terrorist attacks or another emergency or crisis involving Belgium and/or certain other countries; or (iv) any significant change in any political, military, financial, economic, monetary or social conditions or in taxation or currency exchange rates or exchange controls in or outside Belgium, provided in each case that the effect of any such event, in the reasonable judgement of Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, is likely to significantly and adversely affect the success of the Offering, or dealings in the Company’s shares in the secondary markets.

8 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Condition precedent for the underwriting

The actual realisation of the capital increase before public notary in the framework of the offer will take place in two steps after each subscription period: the first on or about 2 July 2007 and the second on or about 4 July 2007.

The decision to increase the capital has been made under the condition precedent that Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, does not waive its underwriting between the date of the signing of the underwriting agreement (on 1 June 2007) and the date of the first realisation of the capital increase before the public notary (on or about 2 July 2007), in the events described in the previous section (« Underwriting »). However, the Company reserves the right to waive this condition precedent.

Should Fortis waive its underwriting between the dates indicated above, the capital increase will not be actually realised and consequently, the subscribers will be released from their subscription. However, should the Company abandon invoking the condition precedent, the capital increase will take place but without any underwriting.

Intention of the principal shareholders to subscribe

Pargesa, holding 48.3% of the GBL shares, irrevocably agrees to exercise all of its preferential subscription rights (with the exception of 5 preferential subscription rights for rounding off purposes).

Dilution

The impact of the issue on the shareholders’ equity for a shareholder holding 1% of the share capital of GBL before the issue and who does not subscribe to this issue is illustrated below. The calculation has been based on the number of shares representing the capital before the issue.

Share in shareholders’ equity in %

Non-diluted basis

Before the issue of the new shares resulting from this capital increase 1.00%

After the issue of the new shares resulting from this capital increase 0.91%

Lock-up agreement

The Company has agreed for a period of 120 days following the date of second realisation of this capital increase scheduled for 4 July 2007, unless it has Fortis’ prior written consent (which will not be unreasonably withheld), not to issue or sell, or attempt to dispose of, or solicit any offer to buy any shares in the Company or grant or issue any options, warrants, convertible securities or other rights to subscribe to or purchase shares in the Company, for an aggregate amount representing more than 2% of the total number of the then outstanding shares, otherwise than (i) in accordance with an employee incentive stock option plan or a share purchase plan or (ii) in accordance with the exchangeable loans issued by Sagerpar in April 2005 and described in 3.2.

9 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Stabilisation – Interventions on the market

Pursuant to the terms of the underwriting agreement, Fortis can intervene in order to regulate the trading price of the share or of the preferential subscription right on Eurolist by Euronext Brussels. It is not sure that such interventions will take place and they may be discontinued at any time.

These interventions may be carried out from 14 until 28 June 2007 (last day of the subscription period with preferential subscription rights) and on 2 July 2007 (the day the scrips are sold and of the subscription based on these scrips).

Such possible interventions may have an effect on the trading price of the share and of the preferential subscription right and in particular may raise it to a higher price than in different circumstances.

If such transactions are carried out, they will respect market integrity and comply with the law of 2 August 2002 on the supervision of the financial sector and the financial services, with Commission regulation 2273/2003 concerning the application modalities of the directive 2003/06/EC of 28 January 2003 on insider dealing and market manipulation as regards exemptions for buyback programmes and stabilisation of financial instruments and with the applicable rules of these provisions.

Restrictions applicable to the offer

The offer will be open to the public in Belgium only.

The preferential subscription rights that are not exercised at the end of the subscription period will be offered for sale, in the form of scrips, by Fortis to qualified investors in the framework of an accelerated bookbuilding procedure. Investors having acquired such scrips will enter into the irrevocable commitment to exercise them and to subscribe to the corresponding new shares at the price of the offer. The distribution of this prospectus, the sale of shares, of preferential subscription rights and the subscription of shares may, in certain countries, be governed by specific regulations. Individuals in possession of this prospectus must inquire about possible local restrictions and conform thereto. Authorised intermediaries cannot permit subscription to new shares of the exercise of preferential subscriptions rights for clients whose address is situated in a country where such restrictions apply and such notices shall be deemed null and void.

No person receiving this prospectus (including trustees and nominees) may distribute it in or send it to such countries, except in conformity with applicable laws and regulations.

Any person who, for whatever reason, transmits and permits the transmission of this prospectus to such a country must draw the attention of the recipient to the provisions of this point.

Generally, those exercising their preferential subscription rights outside Belgium must ensure that this exercise does not violate applicable legislation. The prospectus or any other document relating to the capital increase may not be distributed outside Belgium except in conformity with applicable laws and regulations and may not constitute a subscription offer in countries where such an offer would violate applicable legislation.

Member States of the European Economic Area No offer relating to the preferential subscription rights, the scrips, the new shares or the VVPR strips has been or shall be made to the public in any Member State of the European Economic Area (each, a Member State) other than in Belgium, except that the offer may be made in any Member State under one of the following exemptions set out in the EU Directive 2003/71/EC (the Prospectus Directive, such expression including any relevant implementing measure in each Member State), assuming such exemptions have been implemented in that Member State: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than 43,000,000 EUR and (iii) an annual net turnover of more than 50,000,000 EUR, as shown in its last annual or consolidated accounts; (c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of rights, scrips, new shares or VVPR strips in any Member State shall result in a requirement for the publication by Groupe Bruxelles Lambert of a prospectus pursuant to Article 3 of the Prospectus Directive.

10 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 For the purposes of this provision, the expression an “offer to the public” in relation to any rights, scrips, new shares or VVPR strips in any Member State means the communication in any form and by any means of information on the terms of the offer, the rights, the scrips, the new shares and the VVPR strips to be offered so as to enable an investor to decide to subscribe for any shares or VVPR strips, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

France The preferential subscription rights, the scrips, the new shares or the VVPR strips have not been offered nor sold and will not be offered nor sold, directly or indirectly, to the public in the Republic of France; the prospectus or any document relating tot the preferential subscription rights, the scrips, the new shares or the VVPR strips has been or will be distributed to the public in the Republic of France; and any such offer, sale or distribution will be made in the Republic of France only to (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), and/or (ii) qualified investors (investisseurs qualifiés), all as defined in and in accordance with Articles L.411-1, L.411- 2 and D.411-1 to D-411-3 of the French Code monétaire et financier.

Switzerland In Switzerland, only a limited and select number of investors has been notified of this prospectus. Each copy of this document is forwarded to a specially appointed beneficiary and may not be notified to third parties. The shares are not offered to the public in Switzerland within the meaning of Article 652a § II of the Swiss Code of Obligations. Neither this prospectus nor any other documenting relating to the shares may be distributed in the framework of a public offering.

United States Neither the preferential subscription rights, the scrips, the new shares nor the VVPR strips have been or will be registered under the US Securities Act of 1933 (the “Securities Act”), any state securities commission in the United States of America or with any other regulatory authority in the United States and, subject to certain exceptions, will not be offered or sold in the United States, or to, or for the account or benefit of, any US person. GBL is not and will not be registered under the US Investment Company of 1940 and investors will not be entitled to the benefits of that Act.

The Joint Lead Managers and the Co-Lead Managers will not, except as permitted by the Underwriting Agreement, offer or sell preferential subscription rights, scrips, new shares or VVPR strips as part of their distribution at any time within the United States or to, or for the account or benefit of, US persons.

Subject to certain exceptions, any person who acquires preferential subscription rights, scrips, new shares or VVPR strips will be deemed to have declared, warranted and agreed, by accepting the handing over of the prospectus and the delivery of the preferential subscription rights, the scrips, the new shares or VVPR strips, that:

(i) he is or will be on the date of the delivery or the acquisition of preferential subscription rights, scrips, new shares and VVPR strips, the actual beneficial owner of these securities and (a) that he is not a US person and that he is outside the territory of the United States and (b) that he is not an affiliate of GBL or a person acting on behalf of such an affiliate; (ii) he recognises that the preferential subscription rights, the scripts, the new shares and VVPR strips have not been and will not be registered under the Securities Act and he agrees that he will not offer, sell, pledge or otherwise transfer such securities except outside the United States and in accordance with Rule 903 or Rule 904 of Regulation S; (iii) GBL, the Joint Lead Managers and the Co-Lead Managers and the persons linked to them as well as any other third party may rely on the truthfulness and accuracy of the aforementioned agreements, declarations and warranties.

Until the expiration of a period of 40 days starting at the beginning of the offer, an offer to sell or a sale or transfer of preferential subscription rights, scripts, new shares or VVPR strips in the United States by a financial intermediary (whether or not participating in this offer) may violate the registration requirement of the Securities Act.

Unless otherwise indicated, the terms used in this section have the meaning given to them in Regulation S of the Securities Act.

Summary of the principal risk factors in relation to the issuer and the shares offered

The subscriber’s attention is drawn to the fact that the list of risks below is not exhaustive and other unforeseen risks may exist, the occurrence of which is not considered at the date of this document likely to have an adverse impact on the Company, its business or its financial situation.

11 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Risks relating to the shares offered

The market of GBL’s preferential subscription rights may only offer limited liquidity. Existing shareholders who do not exercise their preferential subscription rights, or who transfer such rights to others, will have their shareholding diluted, as further described in 9. below.

Market fluctuations, the economic climate and financial transactions in progress could increase the volatility of the GBL shares.

Additional sales of GBL shares or of preferential subscription rights could take place on the market during the offer, as regards the preferential subscription rights, or during or after the offer, as regards the GBL shares, which could have a negative impact on the trading price of the shares or the value of the preferential subscription rights.

Risks relating to the Company

GBL mainly invests in a limited number of large investments. Each of these investments is exposed to specific risks, the details and analysis of which are described in their respective management reports and registration documents in compliance with current law. The possible realisation of these risks for one or more participations may change the overall value of GBL’s portfolio. GBL strives to limit these risks by diversifying its portfolio, by analysing its investments and by following up its interests.

The exact reference of the chapters on the management of the risks of GBL’s interests is indicated in 2.2.

B. Information relating to the issuer

History and development of GBL

The Company is the result of the merger in April 2001 between GBL SA and Electrafina, in which GBL SA held more than an 80% share.

Over the years, Electrafina had become the “energy branch” of GBL holding the group’s interests in the oil and electricity industries. Later, it also invested in the media. GBL on the other hand held direct interests in fields such as financial services, real estate and trade. The differences between the shareholders’ equity of the mother company and the subsidiary having become less marked over the years, these assets were brought together in one single entity.

Moreover, this merger fitted in with the group’s strategy to keep its assets internationally positioned within a context of concentration and increasing competition which actually resulted in the divestment of the financial services and the sale of the interests that had become marginal.

Since then, the group’s portfolio has been essentially focused on a limited number of companies in which GBL gradually consolidated its interest and for which it can act as strategic shareholder.

The recent development of GBL’s portfolio is described in the press release on the first quarter of 2007 published by GBL on 3 May 2007 which is reproduced in annex 3 of this prospectus and in the press release of 30 May 2007 on the investment in Iberdrola which is reproduced in annex 4 of this prospectus.

Overview of the activities of GBL

GBL is an holding company invested in a small number of companies in which it plays its role as a professional shareholder. These companies are at present Suez, Total, Bertelsmann, Imerys, Lafarge and recently Pernod Ricard, besides several other interests in private equity.

General information on GBL a) Share capital On 31 December 2006, the share capital of GBL amounted to 595,696,415.39 EUR and was represented by 147,167,666 shares with no nominal value.

12 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 b) Publicly available documents of the Company The annual accounts and the consolidated financial statements of GBL as well as the reports related thereto are filed with the National Bank of Belgium. The articles of association and the special reports required by Corporate Law are available at the clerk’s office of the Commercial Court of Brussels and can also be consulted at the registered office of the Company. c) Directors and auditor of the Company on 4 June 2007

Directors:

Albert Frère, Chairman, Managing Director Paul Desmarais, Vice-Chairman, Director Gérald Frère, Managing Director Thierry de Rudder, Managing Director Victor Delloye, Director Paul Desmarais Jr, Director Aimery Langlois-Meurinne, Director Michel Plessis-Bélair, Director Gilles Samyn, Director Amaury de Seze, Director Arnaud Vial, Director Jean-Louis Beffa, independent Director Maurice Lippens, independent Director Jean Stéphenne, independent Director Gunter Thielen, independent Director

Statutory Auditor:

Deloitte Reviseurs d’Entreprises SC s.f.d. SCRL Represented by Mr Michel Denayer and Eric Nys d) Shareholding as at 4 June 2007

Shareholder Number of shares held In %

Pargesa 71,097,152 48.3

Treasury stock 5,261,451 3.6

Public 70,809,063 48.1

Total : 147,167,666 100.0

13 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 e) Organisation chart on 31 December 2006

FRERE- POWER BOURGEOIS/ CORPORATION CNP OF CANADA GROUP

50 % 50 % PARJOINT CO N.V.

54.1 %

PARGESA HOLDING S.A.

100 %

PARGESA NETHERLANDS BV

48.3 %

GBL

100 %

Brussels Securities 3.6 %

100 %

Sagerpar

14 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Key information relating to selected financial data of the Company

Summary of the consolidated income statement (in million EUR) 2006 2005 2004 2003 2002

Consolidated IFRS result (group share) Cash earnings 440.5 323.7 327.9 284.4 302.4 Mark to market and other non cash 22.2 (4.9) (16.8) (29.4) (14.5) Associated companies 179.7 342.8 386.3 132.5 (362.7) Eliminations and capital gains 2,240.9 (138.6) (103.4) (177.1) (163.0) Consolidated result for the period 2,883.3 523.0 594.0 210.4 (237.8) Total distribution 279.6 237.9 221.3 206.1 196.4

Summary of the consolidated balance sheet (in million EUR) 2006 2005 2004 2003 2002

Consolidated IFRS balance sheet

Assets Non-current assets 13,496.0 10,533.6 7,543.1 6,777.6 6,646.5 Current assets 2,737.2 123.6 411.4 594.2 964.6

Liabilities Shareholders’ equity 15,682.0 10,159.7 7,911.6 6,966.4 6,772.3 Non-current liabilities 434.6 437.6 22.5 24.4 359.9 Current liabilities 116.6 59.9 20.4 381.0 478.9

Stock market capitalisation on 31 December 13,399.6 11,458.2 8,284.2 6,177.9 5,395.1 year-on-year change (in %) +16.9 + 38.3 + 34.1 + 14.5 - 33.9 Adjusted net assets on 31 December 16,763.2 11,110.3 8,889.2 7,528.1 7,040.5 Portfolio 14,127.1 11,054.6 8,164.0 7,051.6 6,686.1 Net cash/Trading/Own shares 2,636.1 55.7 725.2 476.5 354.4 of which own shares 445.3 427.9 337.3 267.6 212.5 Year-on-year change (in %) +50.9 + 25.0 + 18.1 + 6.9 - 24.9

Summary of the consolidated cash flows (in million EUR) 2006 2005 2004 Cash flow from current operations 421.8 401.3 268.6 Cash flows from investment operations 1,668.5 (874.9) 52.6 Cash flow from funding operations 475.4 240.3 (520.3) Net increase (reduction) in cash and near cash 2,565.7 (233.3) (199.1) Cash and near cash at start of financial year 82.5 315.8 514.9 Cash and near cash at end of financial year 2,648.2 82.5 315.8

15 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Outlook for 2007

In the first quarter of 2007, GBL’s consolidated result amounted to 69 million EUR. Given the seasonal nature of cash earnings 1 and of the results of associated companies, as well as the volatility of mark to market1 impact, the first quarter results cannot be used to extrapolate those for the year 2007. It is nonetheless worth noting that cash earnings1 for 2007 as a whole will be boosted by higher dividends on shareholdings - Suez +20%, Lafarge +18%, Total +15% and Imerys +9% - and by the first-time collection of a dividend from Pernod Ricard.

(1) Term defined in the glossary of the annual report 2006, p. 107, heading “earnings analysis”

16 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 1. RESPONSIBILITIES FOR THE PROSPECTUS

1.1. Parties responsible for the prospectus

Thierry de Rudder Managing Director

Gérald Frère Managing Director

Baron Frère President, Managing Director and CEO

1.2. Declaration of the parties responsible for the prospectus

After having taken all reasonable steps to this effect, we declare that, to the best of our knowledge, the information in this prospectus fairly reflects the current situation and that no material information has been omitted.

Thierry de Rudder Managing Director

Gérald Frère Managing Director

Baron Frère President, Managing Director and CEO

17 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2. RISK FACTORS

The subscriber’s attention is drawn to the fact that the list of risks below is not exhaustive and other unforeseen risks may exist the occurrence of which is not considered at the date of this document likely to have an adverse impact on the Company, its business or its financial situation.

2.1. Risks related to the securities offered

The market for the Company’s preferential subscription rights might only offer limited liquidity It is possible that the market for the Company’s preferential subscription rights will only offer limited liquidity.

Existing shareholders who do not exercise their preferential subscription rights or who transfer such rights to others will have their shareholding diluted In the context of the proposed issue, the shareholdings of the current shareholders who do not exercise their preferential subscription rights or who transfer them may be reduced, as set out in 9. below

Volatility in the price of the Company’s shares In recent years, significant fluctuations have occurred on the stock markets which often had little to do with the results of the companies whose shares were listed. These market fluctuations, the economic climate as well as financial transactions in progress could increase the volatility of the trading price of the Company’s shares.

Sales of the shares of the Company or of preferential subscription rights could take place on the market during the offer, as regards the preferential subscription rights, or during or after the offer, as regards the shares of the Company, which could have a negative impact on the trading price of the shares or the value of the preferential subscription rights The sale of a certain number of shares of the Company or preferential subscription rights on the market, or the perception that such sales could occur during the offer, as regards the preferential subscription rights, or during or after the completion of the offer, as regards the Company’s shares, could have an adverse impact on the trading price of the Company’s shares or the value of the preferential subscription rights. The Company cannot currently determine what possible effect such sales would have on the trading price of the shares or the value of the preferential subscription rights.

2.2. Risks relating to the Company

18 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 The exact reference of the chapters on the management of the risks of GBL’s interests is indicated below.

Interest Document Page Reference (link)

Total Reference 77-92 http://www.total.com/static/fr/medias/topic1646/ document 2006_document_reference_vf.pdf

Suez Reference 13-26 http://www.suez.com/fr/finance/rapport-annuel/rapport-annuel-2006/ document document-de-reference-2006/document-de-reference-2006/

Imerys Reference 12-13 http://www.lafarge.fr/lafarge/PUBLICATION/20070323/03232007- document publication_finance-doc_de_reference_2006-fr.pdf

Lafarge Reference 242-245 http://www.imerys.fr/scopi/group/imeryscom/imeryscom.nsf/publiunid/ document 08AD0B315379152CC12572BF003ADB00/$File/RA2006vf.pdf

Pernod Ricard Reference 159-169 http://www.pernod-ricard.com/medias/resources/static/Rapport document %20annuel/RA05-06-Partie-institutionnelle.pdf

No information on the risk factors of private equity funds held by GBL is available. These investments represent 248 million EUR, being 1.5% of the investments (on 2 May 2007).

19 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 3. KEY INFORMATION

3.1. Net working capital

GBL declares that its cash earnings and its cash assets are sufficient in light of its obligations for the next twelve months as from the date of this prospectus.

3.2. Shareholders’ equity and indebtedness

Shareholders’ equity and indebtedness as on 31 December 2006 (in million EUR)

Shareholders’ equity

Total of current debts 13.1 Without warranties or pledges 13.1 Total non-current debts 427.9 Without warranties or pledges 427.9 Shareholders’ equity group share 15,682.0

Information on the net short-term, medium-term and long-term indebtedness

Cash and near cash 2,648.2 Trading securities 43.4 Total liquidity 2,691.6

Current financial receivables 30.5

Share of less than a year of non-current debts (accrued interests) 8.8 Other current financial debts 4.3 Total current financial debt 13.1

Net current financial indebtedness - 2,709.0

Non-current bank loans 15.2 Bonds issues 412.7 Net non-current financial debt 427.9

Net financial indebtedness - 2,281.1

On 27 April 2005, Sagerpar, a wholly owned subsidiary of GBL, issued a loan of 435 million EUR of bonds exchangeable in 5 million GBL shares. This financial instrument, listed on the Luxembourg Stock Exchange, offers a coupon of 2.95% and will mature on 27 April 2012 (7 years). The conversion price was initially set at 87 EUR. On the basis of the price adjustment clause stipulated in the contracts, the increase of GBL’s capital resulting from this offer might reduce the conversion price with an amount to be calculated on the day this offering is announced. It might also require the delivery of more than 5 million GBL additional shares should the exchangeable loan be exercised. Despite the impact of this adjustment, the exchangeable loan would still be covered by GBL’s treasury stock.

More information on the debts of the Company is given in 4. of the notes to the financial statements in the annual report on pages 50 and 51.

Moreover, in the framework of its funding policy, GBL increased its bank credit lines at the beginning of the financial year 2007 from 950 million EUR on 31 December 2006 to 1,800 million EUR. GBL has the option of pledging securities of its portfolio in support of the granting of these credits in order to benefit from more favourable financial conditions.

20 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 3.3. Interest of physical persons and legal entities participating in the issue

Fortis, ING and KBC Bank granted the credit lines discussed in 3.2. above.

BNP Paribas is shareholder of Pargesa Holding SA.

3.4. Purpose of the offer and use of the proceeds

Relying on its family tradition and its long-term shareholders’ equity policy, GBL has been able to create value over the years through positions as a strategic shareholder.

The group strives to remain up-to-date by ensuring its access to numerous opportunities.

Recently, GBL also diversified its portfolio by acquiring a 5% interest in Pernod Ricard, an investment that required 0.9 billion EUR.

21 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 4. INFORMATION ABOUT THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING ON EUROLIST BY EURONEXT BRUSSELS

4.1.Type, class and date of dividend entitlement of the securities offered and admitted to trading

The new shares to be issued will be ordinary shares of the Company of the same class as the existing shares of the Company. The new shares will be entitled to dividend as from 1 January 2007, N° 10 coupon attached (N° 8 coupon being used for the payment of the dividend for the financial year 2006 and N° 9 by the existing shareholders for exercising their preferential subscription right for this capital increase).

The new shares will be accompanied by VVPR strips, which permit benefiting from a reduced withholding tax, unless the subscriber waives the right to receive VVPR strips in his subscription form.

The new shares and VVPR strips will be negotiable on Eurolist by Euronext Brussels as described in 6.1. below.

4.2. Applicable law and jurisdiction

The new shares will be issued in accordance with Belgian law and the competent courts in the event of litigation will be those of Brussels where the registered office of GBL is located.

4.3. Form of the shares and the VVPR strips

The subscriber has the choice of receiving the shares and the VVPR strips in the form of bearer securities recorded in an account with a financial intermediary or in the form of physical bearer securities in denominations of 1, 5, 10, 25, 100 and 500 shares or in registered form.

Subscribers are invited to request details of the costs which their intermediaries may charge for the physical delivery of securities. These costs amount to 20 EUR (+VAT) at Fortis, to 12.5 EUR (+ VAT) at ING and to 10 EUR (+VAT) at KBC Bank.

The physical delivery in the context of this offer is not subject to a tax of 0.6%.

The holders of securities may at any time and at their cost request the conversion of their registered shares into bearer shares and vice versa.

In compliance with the law of 14 December 2005 on the abolition of the bearer securities, the Company will only issue registered or dematerialised securities as from 1 January 2008. Its articles of association have been adapted accordingly during the extraordinary general meeting of 24 April 2007. This law also stipulates that as from 1 January 2008 bearer securities on a securities account shall no longer be physically delivered and will be as from that date legally converted into dematerialised securities.

4.4. Currency of the issue

The issue will be made in euro.

4.5. Rights attached to the new shares

Dividend rights The new shares will give entitlement to the dividend of the financial year 2007 and the following years.

The Company’s net annual profit is determined according to the statutory provisions.

Five per cent is charged against this profit to constitute the legal reserve. This allocation ceases to be required as soon as the reserve fund reaches one tenth of the Company’s capital. This allocation is again required if the said reserve should be drawn against. Upon a proposal by the Board of Directors, the general meeting shall decide on a majority of votes how to allocate any remaining sums.

The Board of Directors may, in accordance with the law, decide to pay interim dividends. It shall fix the amount of the said interim dividends and the date of their payment. Dividends and interim dividends may be declared payable in cash or in any other form, for example in securities.

22 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Time-barring of dividends According to the law, the right to receive dividends on registered shares lapses five years after the payment date of these dividends. The right to claim dividends on bearer shares does not lapse except if the Company lodges the dividends with the Caisse des Dépôts et Consignations (Bank for Official Deposits), in which case the right to claim dividends lapses thirty years after the date on which these dividends were lodged. The Belgian State then becomes the beneficiary of all unclaimed dividends on bearer shares.

Voting right The general meeting shall consist of all the holders of shares. Each share entitles the holder to one vote.

Preferential subscription right When the general meeting or the Board of Directors decide to increase the capital through the issue of new shares to be subscribed in cash, they may, acting in the company's interests and in accordance with legal provisions in force, limit or cancel shareholders' preferential right of subscription, even in favour of one or more specific people other than employees of the company or of its daughter companies.

Right to share in the result of the issuer The shareholders of the Company have the right to share in the result of the Company under the conditions laid down by Corporate law and by the articles of association of the Company.

Right to share in any surplus in the event of liquidation In the event of the winding-up of the Company, the general meeting of the shareholders shall have the most extensive powers to appoint the liquidators and determine their powers.

After payment of all the debts and the charges and costs of the liquidations or deposit of such funds as are required for that purpose, the net assets shall be used first and foremost to reimburse in cash or otherwise the non-amortised paid-up amount of the shares. If not all the shares have been equally paid up, the liquidators shall, prior to the distribution, take this imbalance into account and restore an absolutely equal footing among the shares, either by making a call for extra funds against the shares that have been insufficiently paid up, or by making prior reimbursements in cash in favour of the shares paid up in a higher proportion. The balance shall be evenly distributed among all the shares.

Buyback provisions – Conversion provisions The Company’s articles of association do not include provisions to buyback or convert shares. However, it should be mentioned that the general meeting of 24 April 2007 authorised the Board of Directors to purchase or dispose of its own shares under certain conditions for a period of 18 months (see annual report 2006 page 91).

Changes to the rights attached to the new shares The rights attached to the new shares can only be changed in accordance with article 558 on the changes to the articles of association of the Corporate Law, i.e. when :

1. the object of the proposed changes is especially mentioned in the notice inviting shareholders to the extraordinary general meeting ; 2. those present at this meeting represent at least half of the capital stock (however, should this condition not be met, a new notice will be necessary and the second meeting will validly deliberate regardless of the percentage of the capital represented by the shareholders present) ; and 3. the change is approved by three fourths of the votes.

In this respect, GBL’s articles of association do not include more stringent conditions.

23 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 4.6. Authorisations relating to this offer

The Company’s capital increase within the framework of the offer is carried out by virtue of the authorised capital.

The extraordinary general meeting of 24 April 2007 renewed the authorisation granted to the Board of Directors to increase the capital in one or more instalments in the amount of 125 million EUR for a period of five years. A tranche of 1,009,567.02 EUR has been reserved for the possible exercise of 49,883 stock options issued on 15 June 1999.

The Board of Directors’ meeting of 1 June 2007 approved the present offer and the prospectus. In this framework, it decided to increase the capital, decision based on the aforementioned authorisation, through the creation of a maximum amount of 14,190,621 new shares (accompanied by, at the most, as many VVPR strips). If all the new shares are subscribed to, the capital will be increased with 595,696,415.39 EUR to reach a total amount of 653,136,356.46 EUR. Moreover, the issue includes an issue premium.

The capital increase is carried out with a preferential subscription right for existing shareholders.

The decision to increase the capital was made under the condition precedent and depending on the actual subscriptions during the subscription period with preferential subscription rights and the subscription period the scrips. The actual realisation of the capital increase before public notary in the framework of the offer will take place in two steps after each subscription period: the first on or about 2 July 2007 and the second on or about 4 July 2007.

Moreover, the decision to increase the capital has been made under the condition precedent that Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, does not waive its underwriting between the date of the signing of the underwriting agreement (on 1 June 2007) and the date of the first realisation of the capital increase before the public notary (on or about 2 July 2007), in the case of serious events likely to significantly and adversely affect the success of the Offering, or dealings in the Company’s shares in the secondary markets described in more detail in the third paragraph of 5.4.3. above. However, the Company reserves the right to waive this condition precedent.

4.7. Expected dates for the issue of the new shares

The expected dates for the issue of the new shares are 2 July 2007 (or about this date) for the subscriptions with preferential subscription rights and 4 July 2007 (or about this date) for the subscriptions with scrips.

4.8. Restrictions on the free negotiability of the new shares

There are no statutory provisions limiting the free negotiability of the new shares of the Company.

4.9. Belgian regulations concerning takeover bids

The Company is subject to Belgian rules regarding mandatory takeover bids and mandatory squeeze-outs.

4.10. Takeover bids instigated by third parties in respect of the issuer’s equity during the previous financial year and the current financial year

None

4.11. Belgian taxation

The following is a summary of certain Belgian tax consequences of the acquisition, ownership and transfer of shares in the Company. It is based on the tax laws, regulations and administrative interpretations applicable in Belgium as currently in effect in Belgium and is subject to changes in Belgian law, including changes that could have a retroactive effect. The following summary does not take into account or discuss the tax laws of any country other than Belgium, nor does it take into account the individual circumstances of individual investors. Prospective investors should consult their own advisers as to the Belgian and foreign tax consequences of the acquisition, ownership and transfer of the shares.

For the purpose of this summary, a Belgian resident is (i) an individual subject to Belgian personal income tax (i.e. an individual who has

24 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 his domicile in Belgium or has the seat of his assets in Belgium, or a person assimilated to a Belgian resident), (ii) a company subject to Belgian corporate income tax (i.e. a company that has its registered office, its main establishment, or its place of management in Belgium) or (iii) a legal entity subject to the Belgian tax on legal entities (i.e. a legal entity other than a company subject to the corporate income tax, that has its registered office, its main establishment, or its place of management in Belgium). A Belgian non-resident is a person that is not a Belgian resident.

Dividends

For Belgian income tax purposes, the gross amount of all distributions made by the Company to its shareholders is generally taxed as dividends, except for the repayment of paid-up capital carried out in accordance with the Belgian Company Code to the extent that the capital qualifies as “fiscal” capital. The fiscal capital includes in principle, the paid-up capital, the paid issue premiums and the amounts subscribed to at the time of the issue of profit sharing certificates if treated in the same way as the capital in the articles of association of the Company. If the Company buys back its own shares, the buyback price (after deduction of the part of the paid-up fiscal capital represented by the shares bought back) will be treated as dividend which, in certain circumstances, may be subject to a withholding tax of 10% unless this buyback is carried out on a stock exchange and meets certain conditions. In the event of liquidation of the Company, a withholding tax of 10% will be levied on any distributed amount exceeding the paid-up fiscal capital.

In general, a Belgian withholding tax of (currently) 25% is levied on dividends. As of 1 January 1994, under certain circumstances, the 25% withholding tax rate is reduced to 15% with respect to certain qualifying shares (VVPR shares) issued. Shares that are eligible for this reduced withholding tax rate can be issued together with or accompanied by a “VVPR strip”, which is a separate instrument representing the holder’s right to receive dividends at the reduced withholding tax rate of 15%. The new shares that are issued in primary offering will be accompanied by a VVPR strip. Among the existing shares, only the existing shares resulting from the exercise of warrants will be sold with a separate VVPR strip. The shares covering the over-allotment option will not have a separate VVPR strip (unless the subscriber expressly waives this right in his subscription form).

For private investors who are Belgian residents and for legal entities subject to Belgian tax on legal entities, Belgian withholding tax generally constitutes the final tax in Belgium on their dividend income. The amount that will be taxed is the amount of the dividend paid. If a private investor elects to include the dividend income in his/her personal income tax return, he/she will be taxed on this income at the separate rate of 25% or, if applicable, the reduced rate of 15%, or at the progressive personal income tax rates taking into account the taxpayer’s other declared income, whichever is lower. In the three cases, the amount of income tax payable is increased by the municipal surcharge and the withholding tax levied at source will be creditable against the total amount of tax due and even reimbursable should it exceed the tax payable, provided that the dividend distribution does not give rise to a capital loss on or a reduction in value of the shares. This condition is not applicable if the investor proves that he/she held the shares in full legal ownership during an uninterrupted period of twelve months prior to the allotment of the dividends.

For resident individuals who hold the shares for professional purposes, the dividends received will be taxed at the progressive personal income tax rates increased by the municipal surcharge. The withholding tax will be creditable against the personal income tax due and is reimbursable to the extent that it exceeds the tax payable, subject to the two following conditions and as long as it reaches 2.50 EUR: (i) the taxpayer must own the shares at the time of payment or attribution of the dividends in full legal ownership and (ii) the dividend distribution may not give rise to, a capital loss on or a reduction in the value of the shares. The second condition is not applicable if such investor proves that he/she held the shares in full legal ownership during an uninterrupted period of twelve months prior to the attribution of the dividends. For Belgian resident companies, the gross dividend income, including the withholding tax, must be added to their taxable income, which is, in principle, taxed at the general corporate income tax rate of (currently) 33.99%. In certain circumstances lower tax rates can apply.

If such a company holds, at the time of the dividend distribution, a share participation of at least 10% in the capital of the Company or a share participation with an acquisition value of at least 1,200,000 EUR then 95% of the gross dividend received can in principle (although subject to certain limitations) be deducted from the taxable income (“dividend received deduction”), provided that the share participation in the Company qualifies as a “financial fixed asset” in the sense of Belgian accountancy law and provided that a one-year minimum holding period in full legal ownership is met. For qualifying investment companies and for financial institutions and insurance companies, certain of the aforementioned conditions do not apply.

The withholding tax may, in principle, be credited against the corporate income tax and is reimbursable to the extent that it exceeds the corporate income tax payable, subject to the two following conditions and as long as it reaches 2.50EUR: (i) the taxpayer must own the shares in full legal ownership at the time of payment or attribution of the dividends and (ii) the dividend distribution may not give rise to a reduction in the value of, or a capital loss on, the shares. The second condition is not applicable if the investor proves that held held the shares in full legal ownership during an uninterrupted period of twelve months prior to the attribution of the dividends or if, during that period, the shares never belonged to a taxpayer who was not a resident company or who was not a non-resident company that held the shares through a permanent establishment in Belgium.

25 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 No withholding tax will be due on dividends paid to a resident company provided the resident company owns, at the time of the distribution of the dividend, at least 15% of the share capital of the Company for an uninterrupted period of at least one year and, provided further, that the resident corporation provides the Company or its paying agent with a certificate as to its status as a resident company and as to the fact that it has owned a 15% shareholding for an uninterrupted period of one year. For those investors owning a share participation of at least 15% in the share capital of the Company for less than one year, the Company will levy the withholding tax but, provided the investor certifies its resident status and the date on which it acquired the shareholding, will not transfer it to the Belgian Treasury. As soon as the investor owns the share participation of at least 15% in the capital of the Company for one year, it will receive the amount of this temporarily levied withholding tax. The 15% minimum participation requirement will be reduced to 10% for dividends attributed or paid after 1 January 2009.

If the shares are held by a non-resident in connection with a business in Belgium, the beneficiary must report any dividends received, which will be subject to the non-resident individual or corporate income tax. Withholding tax retained at source may, in principle, be offset against non-resident individual or corporate income tax and is reimbursable to the extent that it exceeds the actual tax payable, as long as it reaches 2.50 EUR, subject to the condition that the dividend distribution must not reduce the value of, or result in a capital loss, on the shares. This condition is not applicable if: (a) the non-resident individual or the non-resident company can demonstrate that he/it has held the full legal ownership of the shares for an uninterrupted period of 12 months preceding the date upon which the dividends are attributed or (b) with regard to non-resident companies only, if, during this period, the shares never belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the shares in a Belgian establishment.

With regard to non-resident individual investors who acquire the shares for professional purposes or non-resident corporations, the taxpayer must fully own the shares at the time the dividends are made available for payment or attributed for the withholding tax to be offset against non-resident individual or corporate income tax. Non-resident corporate taxpayers may deduct up to 95% of gross dividends from their taxable profits if, at the date dividends are made available for payment or attributed, (i) they hold at least 10% of the total capital of the Company or a shareholding with an acquisition value of at least 1,200,000 EUR; (ii) full legal ownership of the shares for an uninterrupted period of at least one year and (iii) the shares qualify as financial fixed assets under Belgian GAAP.

A non-resident shareholder, who does not hold shares of the Company through a permanent establishment or fixed base in Belgium, will not be subject to any Belgian income tax other than the dividend withholding tax, which normally constitutes the final Belgian income tax. Belgian tax law provides for certain exemptions from withholding tax on Belgian source dividends distributed to non- resident investors. If there is no exemption applicable under Belgian domestic tax law, the Belgian dividend withholding tax can potentially be reduced for investors who are non-residents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the State of residence of the non-resident shareholder. Belgium has concluded tax treaties with more than 80 countries, reducing the dividend withholding tax rate to 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related to the size of the shareholding and certain identification formalities.

Prospective holders should consult their own tax advisers to determine whether they qualify for an exemption or a reduction of the withholding tax rate upon payment of dividends and, if so, the procedural requirements for obtaining such an exemption or a reduction upon the payment of dividends or making claims for reimbursement.

Additionally, in accordance with European Union law, European Union resident companies that qualify under the EU Parent Subsidiary Directive of 23 July 1990 (90/435/EEC) as amended by Directive 2003/123/EG of 22 December 2003 are exempt from Belgian withholding tax if they own at least a 15% interest in the Company for an uninterrupted period of at least one year. To benefit from this exemption, the qualifying shareholder must deliver a declaration as to its status as an EUresident company within the meaning of the EU Parent Subsidiary Directive of 23 July 1990 (90/435/EEC) as amended by Directive 2003/123/EG of 22 December 2003 and as to it having held a 15% or more interest for an uninterrupted period of at least one year. This declaration must then be forwarded to the Company or the paying agent. A shareholder that holds an interest in the Company of 15% or more but that has not held such an interest for the minimum one-year period at the time the dividends are attributed, may take advantage of the exemption if it signs a document similar to the declaration described above, but, giving the date from which it has held its 15% or more interest. In this declaration, the shareholder must also undertake to continue to hold the interest until the one-year period has expired and to notify the Company immediately if the one-year period has expired or if its shareholding falls below 15%. The Company will hold the withholding tax until the end of the one-year holding period and then pay it to the shareholder or the Belgian Treasury, as appropriate. The 15% minimum participation requirement will be reduced to 10% for dividends allotted or paid after 1 January 2009.

26 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Capital gains and losses

Private investors who are a Belgian resident are in principle not subject to Belgian income tax on capital gains realised upon the sale, exchange or other transfer of shares, unless either (i) the capital gain is the result of speculation or cannot be considered as the result of normal management of a private estate (33% tax) or (ii) the gain is realised upon the transfer to certain non-resident legal entities of shares belonging to a substantial shareholding of 25% or more in the Company (16.5% tax).

However, the European Court of Justice has decided on 8 June 2004 that the application of this 16.5% capital gain tax is contrary to the general principles of free movement of capital and freedom of establishment contained in the EC Treaty if the shares are transferred to an EU resident company. The Belgian tax administration now accepts that the tax of 16.5% is no longer applicable to the transfer to such a company.

These taxes are subject to the communal surcharge. Any losses suffered by private investors upon the disposal of the shares are generally not tax deductible. However, losses on speculative transactions or transactions outside the framework of the normal management are, in principle, tax deductible from the income received pursuant to similar transactions.

Individual residents who hold shares for professional purposes are taxed at the ordinary progressive income tax rates increased by the applicable municipal surcharge on any capital gains realised upon the disposal of the shares. If the shares were held for at least 5 years prior to such disposal, the capital gains tax will be levied at a reduced rate of 16.5%. Losses on shares realised by such an investor are tax deductible.

Resident legal entities are normally not subject to Belgian capital gains tax on the disposal of the shares, but they may be subject to the 16.5% tax described above if they hold a substantial participation (more than 25%). Losses incurred by resident legal entities upon disposal of the shares are generally not tax deductible.

Resident companies and companies with their tax residence outside Belgium, that hold the shares through a permanent establishment in Belgium, will not be taxed in Belgium with respect to capital gains realised upon disposal of the shares.

Any losses incurred by such investors with respect to disposal of the shares will not be tax deductible, except possibly at the time of liquidation of the Company up to the fiscal capital of the Company represented by those shares.

Non-resident shareholders, who do not hold the shares through a permanent establishment or fixed base in Belgium, will generally not be subject to any Belgian income tax on capital gains realised upon the sale, exchange, redemption (except for the dividend withholding tax, see above) or other transfer of the shares, unless they hold a substantial participation and the bilateral tax treaty concluded between the Kingdom of Belgium and their state of residence, if any, does not provide for an exemption from Belgium capital gains tax.

Tax reduction on the investment in the shares (“Monory bis Law”)

Cash payments up to a maximum of 650 EUR for qualifying shares to which a Belgian resident has subscribed as an employee of the Company, or as an employee of certain qualifying subsidiaries of the Company, entitle the subscriber, subject to certain conditions described below, to a reduction of the personal income tax due.

Qualifying shares are new shares subscribed to and fully paid-up in cash on the primary market, i.e. new shares subscribed to and fully paid-up in cash upon the incorporation of or a capital increase by the Company. Shares acquired on the secondary market, i.e. purchase of existing shares on the stock market, are not considered qualifying shares.

The tax reduction applicable to qualifying shares is limited to taxpayers who, at the time of subscription of qualifying shares, work for the Company or certain qualifying subsidiaries of the Company under an employment contract and who receive a remuneration as described in Articles 30, 1° and 31 of the Belgian Income Tax Code of 1992. Directors, even if they are working for the Company under an employment contract, are not eligible for this tax reduction, as they do not receive a remuneration described in the above articles of the Belgian Income Tax Code of 1992. A company will be considered as a qualifying subsidiary of the Company if the Company is irrefutably deemed to control such company. Such control is deemed to exist in those circumstances where in the Company possesses: (i) the majority of voting rights in such company, either as a result of shareholding or on the basis of an agreement; (ii) the right to appoint or remove the majority of the members of the board of directors of such company; (iii) the authority to control, by virtue of the company’s articles of association or contracts concluded with such company, or (iv) joint control of such a company.

The reduction applicable to qualifying shares must be claimed in the annual tax return and cannot be added to the tax reduction for pension savings. The reduction is granted subject to the condition that the employee demonstrates, in his/her personal income tax return

27 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 related to the taxable period in which the payment occurred, that the qualifying shares were acquired and that the qualifying shares were still held at the end of the applicable taxable period. The tax reduction will only be maintained if the employee proves that he/she has held the shares during the subsequent five taxable periods.

Tax on stock exchange transactions

The purchase and the sale and any other acquisition or transfer for consideration in Belgium, through a “professional intermediary”, of existing shares (secondary market) is subject to the tax on stock exchange transactions, generally in the amount of 0.17% of the transfer price. According to a new law of 28 April 2005 the amount of tax on stock exchange transactions is capped at maximum 500 EUR per transaction and per party.

In any event, no tax on stock exchange transactions is payable by (i) professional intermediaries described in Articles 2, 9° and 10° of the Act of 2 August 2002 on the supervision of the financial sector and financial services, acting for their own account; (ii) insurance companies described in Article 2, §1 of the Insurance Supervision Act of 9 July 1975 acting for their own account, (iii) institutions for occupational retirement provision funds described in Article 2, 1° of the Law of 27 October 2007 on the supervision of institutions for occupational retirement provision; (iv) UCIT’s, described in the Law of 4 December 1990 acting for their own account, or (v) non- residents (upon delivery of a certificate of non-residency in Belgium).

Tax on the physical delivery of bearer shares

The physical delivery of bearer shares acquired on the secondary market for consideration through a “professional intermediary” in Belgium is subject to the Belgian tax on the physical delivery of bearer securities. The tax payable is equal to 0.6% of the purchase price. The tax is also due upon the physical delivery of shares in Belgium pursuant to the withdrawal of the shares from “open custody” or as a result of the conversion of registered shares into bearer shares. The tax payable is 0.6% of the last stock price quotation prior to the date of withdrawal or conversion.

No tax on the physical delivery of bearer securities is due upon the issuance of new shares.

VVPR strips

The new shares offered meet the conditions pursuant to which shares give entitlement to a reduced withholding tax rate of 15% and are, therefore, eligible for the reduced withholding tax regime, and will consequently be issued with VVPR strips (unless the subscriber expressly waives this right in his subscription form).

The coupons representing the right to receive dividends at the ordinary withholding tax rate, are attached to each share. In addition, the new shares will be accompanied by a second sheet of coupon, which gives the holder the right to benefit from the reduced withholding tax rate of 15%. The coupons of the second sheet must bear the same sequential numbering as those of the ordinary coupons and must bear the legend “Strip-PR” or, in Dutch, “Strip-VV” (together “VVPR strips”). The VVPR strips will be listed on Eurolist by Euronext Brussels and may be traded separately. The reduced withholding tax rate of 15% can be obtained by delivery of both coupons with the same number to the Company or one of its paying agents before the end of the third year starting on the first of January of the year in which the dividend was attributed.

Capital gains and losses

Individual Belgian residents and individual Belgian non-residents holding VVPR strips as a private investment are not subject to Belgian capital gains tax upon the disposal of VVPR strips, and can not deduct losses incurred as a result of such disposal. Individual Belgian residents and individual Belgian non-residents may, however, be subject to a 33% tax (to be increased with a local surcharge) if the capital gain is deemed to be speculative or if the capital gain is otherwise realised outside the framework of the normal management of one’s own private estate. Losses on speculative transaction or on transaction outside the framework of the normal management are, in principle, deductible from the income realised pursuant to similar transactions.

Capital gains realised on VVPR strips by Belgian resident investors holding the shares for professional purposes, or by non-resident investors, who acquired the strips for a business conducted in Belgium through a fixed base or a Belgian establishment, are taxable as ordinary income, and losses on VVPR strips are deductible. This also counts for companies subject to the Belgian corporate income tax. Legal entities subject to Belgian tax on legal entities are not subject to Belgian capital gains tax upon the disposal of the VVPR strips and cannot deduct losses incurred as a result of such disposal.

28 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5. TERMS AND CONDITIONS OF THE OFFER

5.1. Conditions, offer statistics, expected timetable and actions required to apply for the offer

5.1.1. Conditions to which the offer is subject The capital increase of GBL will be carried out with retention of the preferential subscription right for the existing shareholders at a rate of 1 new share per 10 existing shares.

The total number of new shares offered amounts to 14,190,621 shares.

5.1.2. Amount of the issue The total amount of the issue, including a share premium is 1,192,012,164.00 EUR.

5.1.3. Subscription periods and process The subscription with a preferential subscription right shall be open from 14 up to and including 28 June 2007. Existing shareholders and persons acquiring preferential subscription rights during the subscription period will have a priority right to subscribe to the new shares. They will be entitled to subscribe without reduction for the new shares at the ratio of 1 new share for 10 existing shares. The preferential subscription right will be represented by the N° 9 coupon of the shares, while the corresponding coupon of the VVPR strips couponsheet has no value. The preferential subscription right, represented by the N° 9 coupon of the shares, will be separated from the underlying shares on 13 June 2007 after the closing of the stock exchange and will be negotiable from 14 till 28 June 2007 on Eurolist by Euronext Brussels, i.e. during the entire subscription period with preferential subscription rights. Registered shareholders will receive bearer certificates representing the preferential subscription rights with regard to the shares they own. The shareholders or transferees of their preferential subscription rights who want to subscribe but do not hold a sufficient number of existing shares to obtain a whole number of new shares may combine to exercise their preferential subscription rights. However, an indivisible subscription may not be the result, since the Company only recognises one single owner for each share.

The preferential subscription rights relating to the 5,261,451 own shares, i.e. 3.6 % of the number of shares of the capital issued on 4 June 2007, held by Sagerpar, a subsidiary of the Company, will not be exercised or sold.

Shareholders who do not use their preferential subscription right at the latest on 28 June 2007 will be no longer entitled to do so after this date. The preferential subscription rights that are not exercised, with the exception of the preferential subscription rights held by Sagerpar mentioned above, will be represented by scrips that will be offered for sale by Fortis to Belgian and European qualified investors through an accelerated private placement in the form of a bookbuilding. The private placement of the scrips will take place as soon as possible after the closing of the subscription period and in principle on 2 July 2007.

Purchasers of scrips will have to subscribe to the remaining new shares at the same price and the same rate as for the subscription with preferential subscription rights, on the day of the private placement.

The selling price of the scrips will be determined by the Company and Fortis and will depend on the results of the bookbuilding.

The result of the subscriptions with preferential subscription rights as well as the number of preferential subscription rights that were not exercised and that will be sold in the form of scrips will be published in the press on 30 June 2007.

After deduction of any expenses, costs and charges of the Company, the net proceeds of this sale of scrips will be proportionally paid to the shareholders who did not exercise their preferential subscription rights. The amount due to the owners of preferential subscription rights that were not exercised will be published in the press on 4 July 2007. They will have to turn to their financial intermediary for the payment of this amount.

29 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5.1.4. Revocation/suspension of the offer Not applicable

5.1.5. Reduction of the subscription Not applicable

5.1.6. Minimum and/or maximum amounts that may be subscribed As the issue is realised with retention of the preferential subscription right, there is no minimum or maximum subscription.

5.1.7. Revocation of subscription orders Subscription orders are irrevocable.

5.1.8. Payment of funds and terms of delivery of shares The payment of the subscriptions with preferential subscription rights or scrips will be done by debiting the subscriber’s account with value 2 July 2007.

The payment of the subscriptions with scrips will be done by debiting the subscriber’s account with value 4 July 2007

Delivery of the shares and VVPR strips is scheduled for 2 July 2007 for the subscriptions with preferential subscription rights and 4 July for the subscriptions with scrips (or about these dates).

5.1.9. Publication of the results of the offer The result of the subscription with preferential subscription rights as well the number of preferential subscription rights that were not exercised and that will be sold in the form of scrips will be published in the press on 30 June 2007.

The result of the subscriptions with scrips as well as the net amount due to the owners of preferential subscription rights that were not exercised will be published in the press on 4 July 2007.

5.1.10. Procedure for the exercise and negotiability of the preferential subscription rights See 5.1.3.

5.1.11. Expected timetable of the transaction

1 June 2007 Decision to increase the capital by the Board of Directors

14 June 2007 Opening of the subscription period with preferential subscription rights

28 June 2007 Closing of the subscription period with preferential subscription rights

30 June 2007 Publication of the results of the subscriptions and announcement of the sale of the preferential rights that were not exercised

2 July 2007 • Payment by the subscribers of the new shares subscribed to with preferential subscription rights • Realisation of the capital increase for these subscriptions • Delivery to the account of the subscribers of the new shares and VVPR strips subscribed to with preferential subscription rights • Listing of the new shares and VVPR strips • Accelerated private placement with qualified investors of the preferential subscription rights that were not exercised in the form of scrips • Allotment of the scrips and subscription based on these scrips

30 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5.2. Plan for the distribution and allotment of securities

5.2.1. Category of potential investors – Countries in which the offer will be open - Restrictions applicable to the offer

Category of potential investors Since the issue is being carried out with retention of the preferential subscription right, preferential subscription rights are allocated to all the shareholders of the Company. Both the initial holders of the preferential subscription rights and the transferees of these preferential subscription rights that bought them on Eurolist by Euronext Brussels as well as the qualified investors having bought scrips in the framework of the aforementioned accelerated private placement, may subscribe to the shares.

Countries in which the offer will be open The offer will only be open to the public in Belgium.

As described, the preferential subscription rights that were not exercised at the end of the subscription period will be offered for sale, in the form of scrips, by Fortis to qualified investors in the framework of an accelerated bookbuilding procedure. Investors having acquired such scrips will enter into the irrevocable commitment to exercise these scrips and to subscribe to the corresponding number of new shares at the price of the offer.

These scrips may only be offered pursuant to one of the exemptions set out in the Prospectus Directive and described in “Restrictions applicable to the offer” hereunder and on the condition that such an offer of scrips in any Member State does not imply that the Company would be obliged to publish a prospectus pursuant to article 3 of the prospectus Directive.

For the purpose of this provision, “offer to the public” of scrips in a Member State means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the scrips to be offered, so as to enable an investor to decide to purchase or subscribe to the new shares. This definition may be modified in the Member State concerned by any measure implementing the Prospectus Directive in this Member State.

Restrictions applicable to the offer The distribution of this prospectus, the sale of shares and of preferential subscription rights and the subscription of shares may, in certain countries, be governed by specific regulations. Individuals in possession of this prospectus must inquire about possible local restrictions and conform thereto. Authorised intermediaries cannot permit subscription to new shares of the exercise of preferential subscriptions rights for clients whose address is in a country where such restrictions apply and such notices will be deemed null and void.

No person receiving this prospectus (including trustees and nominees) may distribute it in or send it to such countries, except in conformity with applicable laws and regulations.

Any person who, for whatever reason, transmits and permits the transmission of this prospectus to such a country must draw the attention of the recipient to the provisions of this point.

31 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 (c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of rights, scrips, new shares or VVPR strips in any Member State shall result in a requirement for the publication by Groupe Bruxelles Lambert of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any rights, scrips, new shares or VVPR strips in any Member State means the communication in any form and by any means of information on the terms of the offer, the rights, the scrips, the new shares and the VVPR strips to be offered so as to enable an investor to decide to subscribe for any shares or VVPR strips, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

(ii) he recognises that the preferential subscription rights, the scripts, the new shares and VVPR strips have not been and will not be registered under the Securities Act and he agrees that he will not offer, sell, pledge or otherwise transfer such securities except outside the United States and in accordance with Rule 903 or Rule 904 of Regulation S;

(iii) GBL, the Joint Lead Managers, the Co-Lead Managers and persons linked to them as well as any other third party may rely on the truthfulness and accuracy of the aforementioned agreements, declarations and warranties.

Unless otherwise indicated, the terms used in this section have the meaning given to them in Regulation S of the Securities Act.

32 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5.2.2. Intention to subscribe of the Company’s principal shareholders or members of its administrative, management or supervisory bodies Pargesa, holding 48.3% of the GBL shares, irrevocably agrees to exercise all of its preferential subscription rights (with the exception of 5 preferential subscription rights for rounding off purposes).

5.2.3. Pre-allotment disclosure Not applicable

5.2.4. Notification to subscribers Since the issue is being carried out with retention of the preferential subscription right, only existing shareholders and the transferees of preferential subscription rights that have exercised their rights are guaranteed to receive the number of shares they subscribe to.

5.2.5. Over-allotment and green shoe Not applicable

5.3. Pricing

5.3.1. Issue price The issue price has been determined at 84 EUR per share. This price remains the same whether the share is delivered with or without VVPR strips (choice of the subscriber).

5.3.2. Publication of the issue price The issue price was announced in a press release on 1 June 2007 and published in the press on 2 June 2007.

5.3.3. Restriction or abolition of the preferential subscription right Not applicable

5.4. Placing and underwriting

5.4.1. Selling agents Subscription requests are accepted, free of charge, at Fortis, ING and KBC Bank or at these banks through any financial intermediary. Shareholders are invited to request details of the costs that these intermediaries may charge.

5.4.2. Financial service The paying agent for the shares of the Company is ING providing the financial service free of charge for the shareholders.

5.4.3. Underwriting The issue of the shares will be underwritten pursuant to an underwriting agreement entered into on 1 June 2007 between GBL and the Joint Lead Managers and the Co-Lead Managers.

Pursuant to the terms of such agreement, the Joint Lead Managers and the Co-Lead Managers must find subscribers for, or failing which, subscribe to the new shares which have not been subscribed at the end of the subscription periods with preferential subscription rights and with scrips, with the exception of the shares which are the subject of an irrevocable commitment given by Pargesa, as set out in 5.2.2. above, entitled « Intention to subscribe of the principal shareholders ».

Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, has the option of waiving the underwriting should one of the following events occur between the date of the signing of the underwriting agreement (on 1 June 2007) and the date of the first realisation of the capital increase before public notary, scheduled for 2 July 2007: (i) a suspension or material limitation in trading of the Company’s shares or shares generally on the markets of certain stock exchanges, (ii) a general moratorium on commercial banking activities declared by the relevant authorities in Brussels or certain other countries or a material disruption in commercial banking or securities settlement or clearance services in or outside Belgium; (iii) the outbreak or escalation of hostilities, terrorist attacks or another emergency or crisis involving Belgium and/or certain other countries or

33 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 (iv) any significant change in any political, military, financial, economic, monetary or social conditions or in taxation or currency exchange rates or exchange controls in or outside Belgium; provided in each case that the effect of any such event, in the reasonable judgement of Fortis, acting in the name of the Joint Lead Managers and the Co-Lead Managers, is likely to significantly and adversely affect the success of the Offering, or dealings in the Company’s shares in the secondary markets.

The underwriting and placement commission amount to maximum 1.43 % of the underwritten amount of the offer.

5.4.4. Date of conclusion of the underwriting agreement See 5.4.3.

5.5. Lock-up agreement

The Company has agreed for a period of 120 days following the date of the second realisation of the capital increase scheduled for 4 July 2007, unless it has the Fortis’ prior written consent (which will not be unreasonably withheld), not to issue or sell, or attempt to dispose of, or solicit any offer to buy any shares in the Company or grant or issue any options, warrants, convertible securities or other rights to subscribe to or purchase shares in the Company, for an aggregate amount representing more than 2% of the total number of the then outstanding shares, otherwise than (i) in accordance with an employee incentive stock option plan or a share purchase plan or (ii) in accordance with the exchangeable loan issued by Sagerpar in April 2005 and described in 3.2.

34 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1. Admission to trading

The preferential subscription rights (N° 9 coupon) will be separated on 13 June 2007 after the closing of the stock exchange and will be negotiable on Eurolist by Euronext Brussels during the entire subscription period with preferential subscription rights, i.e. from 14 to 28 June 2007 inclusive.

Consequently, existing shares will be traded ex N° 9 coupon as from 14 June 2007.

The request for admission to trading on the regulated market Eurolist by Euronext Brussels of the new shares to be issued and the VVPR strips has been submitted. The admission will in principle take place on 2 July 2007 for the shares subscribed to with preferential subscription rights and on 4 July 2007 for the shares subscribed to with scrips.

The new shares and the VVPR strips will be listed under the ISIN codes BE0003797140 and BE0005588596.

6.2. Listing places

The shares and VVPR strips GBL are traded on the regulated market Eurolist by Euronext Brussels.

6.3. Simultaneous offers

Not applicable

6.4. Liquidity contract

Not applicable

6.5. Stabilisation - Interventions on the market

35 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 7. SELLING SECURITIES HOLDERS

Not applicable

36 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 8. EXPENSES INCURRED WITH THE OFFER

The gross proceeds of the offer will amount to 1,192.0 million EUR.

Hence, the net proceeds of the offer can be estimated at 1,182.5 million EUR.

37 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 9. DILUTION

9.1. Amount and percentage of the immediate dilution resulting from the offer

The impact of this offer on the shareholders’ equity of the group for a shareholder who holds one share GBL prior to the issue and does not subscribe to the issue is illustrated below.

The calculation is made based on the consolidated shareholders’ equity of the group audited on 31 December 2006 after taking into account the exercise of options between 1 January 2007 and 4 May 2007.

The number of basic shares corresponds to the number of shares issued, after deduction of the treasury stock on 4 May 2007, i.e. 141.9 million of shares.

The number of diluted shares not only takes into account the options on shares that were not exercised but also the exchangeable loan 2005-2012, i.e. 147.1 million shares.

Shareholders’ equity of GBL per share on 31 December 2006 Impact on one share GBL adjusted to the above elements

Non-diluted basis Diluted basis

Before the issue of new shares resulting from this capital increase 109.03 EUR 108.17 EUR

After the issue of new shares resulting from this capital increase 106.75 EUR 105.97 EUR

For more details on the exercised and non-exercised options, see the annual report for the financial year 2006 –6.D of the notes to the financial statements and the information on the Company.

It should be noted that the GBL’s general meeting of 24 April 2007 approved the principle to issue yearly in favour of the Executive Management and the employees of GBL and its subsidiaries options on existing GBL shares. The general meeting fixed the maximum value of the shares relating to the options to be granted in 2007 at EUR 11 million. The exercise price of these options has been fixed at 91.90 EUR. An offer concerning 110,787 shares has been made to the beneficiaries on 25 May 2007.

9.2. Consequences of the issue for existing shareholders

The impact of the issue on the capital interest of a shareholder holding 1% of the share capital of GBL prior to the issue and who does not subscribe to the present issue is illustrated below. The calculation is based on the number of shares that make up the capital before the issue.

Capital interest of the shareholder in %

Base non diluée

Before the issue of new shares resulting from this capital increase 1.00 %

After the issue of new shares resulting from this capital increase 0.91 %

38 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 10. ADDITIONAL INFORMATION

10.1. Advisers connected with the offer

Not applicable

10.2. Party responsible for the audit of the accounts / Report of the auditors

10.2.1. Party responsible for the audit of the accounts Deloitte Reviseurs d’Entreprises SC s.f.d. SCRL Represented by Mr Michel Denayer and Eric Nys

10.2.2. Report of the party responsible for the audit of the accounts The statutory auditor drew up a report on the consolidated financial statements that is included on page 61 of the annual report 2006.

10.3. Report of the expert

Not applicable

10.4. Information included in the prospectus and sourced from a third party

Not applicable

39 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 40 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 ANNEX 1: SUBSCRIPTION FORM

Copy for the issuer or its proxy ______

GROUPE BRUXELLES LAMBERT Public Limited Liability Company Registered office: Avenue Marnix 24 – B-1000 Brussels Register of legal entities n°: 0407.040.209 ______

CAPITAL INCREASE WITH A PREFERENTIAL SUBSCRIPTION RIGHT ______

SUBSCRIPTION FORM ______(to be completed in duplicate, as required by law)

I, the undersigned (surname and first name or registration name) ...... …………………………………………………… resident at / with registered office at ...... street ……………………………………………………………………, N° …………. having taken due note of the prospectus approved by the Banking, Finance and Insurance Commission on 5 June 2007 and of the articles of association of the Company and exercising the preferential subscription rights of ……… shares, state that I subscribe without reduction: ...... shares, with dividend right as from 1 January 2007, at the price of 84 EUR per share.

Regarding the preferential subscription rights1: I I hereby remit …………… N° 9 coupons, the numbers of which are mentioned on the deposit slip of this subscription form, I I hereby give the instruction to transfer the N° 9 coupons from my securities account N° …-…….-.. I I hereby remit the bearer certificate(s) representing …………….. N° 9 coupons that have been delivered by the Company to the registered shareholders.

With regard to my subscription, I hereby request that you debit my account n° …-…….-.. with ……… EUR representing the price of the shares I have subscribed.

I request that these shares 1: I are materially delivered to me I are registered in my name I are delivered to my securities account N° …-…….-.. with ………………………

I I do not want to receive VVPR strips 2

I declare that I have consulted the lists of stopped shares and shares that might be declared void and accept any consequences which might result from shares on these lists being deposited, even if the shares are added to these lists after they have been deposited.

1 Tick the appropriate box 2 I only tick this box if I choose not to receive VVPR strips. If the box is not ticked I will receive as many VVPR strips as I receive shares and this in the same form as indicated for the delivery of these shares.

41 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 I declare, warrant and agree the following: (i) I am or will be on the date of the delivery or the acquisition of preferential subscription rights, scripts, new shares and VVPR strips, the actual beneficial owner of these securities, and (a) I am not a US person and I am outside the territory of the United States and (b) I am not an affiliate of GBL or a person acting on behalf of such an affiliate; (ii) I recognise that the preferential subscription rights, the scripts, the new shares and the VVPR strips have not been and will not be registered under the Securities Act and I agree that I will not offer, sell, pledge or otherwise transfer such securities except outside the United States and in accordance with Rule 903 or Rule 904 of Regulation S; (iii) GBL, the Joint Lead Managers, the Co-Lead Managers and the persons linked to them as well as any other third party may rely on the truthfulness and accuracy of the aforementioned agreements, declarations and warranties.

Done in duplicate at ...... , on ......

Signature of the issuing company Signature of or its proxy subscriber

Numbered deposit slip

- N° 9 coupons separated from the shares (in numerical order)

Numbers Amount Numbers Amount Numbers Amount

...... to ...... Report ...... Report ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... to ...... ______

To be carried forward ...... To be carried forward ...... To be carried forward ......

42 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Copy for the subscriber after signature by the issuer or its proxy ______

GROUPE BRUXELLES LAMBERT Public Limited Liability Company Registered office: Avenue Marnix 24 – B-1000 Brussels Register of legal entities n°: 0407.040.209 ______

CAPITAL INCREASE WITH A PREFERENTIAL SUBSCRIPTION RIGHT ______

SUBSCRIPTION FORM ______(to be completed in duplicate, as required by law)

With regard to my subscription, I hereby request that you debit my account n° …-…….-.. with ……… EUR representing the price of the shares I have subscribed.

I request that these shares 1: I are materially delivered to me I are registered in my name I are delivered to my securities account N° …-…….-.. with ………………………

I I do not want to receive VVPR strips 2

43 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 declare, warrant and agree the following: (i) I am or will be on the date of the delivery or the acquisition of preferential subscription rights, scripts, new shares and VVPR strips, the actual beneficial owner of these securities, and (a) I am not a US person and I am outside the territory of the United States and (b) I am not an affiliate of GBL or a person acting on behalf of such an affiliate; (ii) I recognise that the preferential subscription rights, the scripts, the new shares and the VVPR strips have not been and will not be registered under the Securities Act and I agree that I will not offer, sell, pledge or otherwise transfer such securities except outside the United States and in accordance with Rule 903 or Rule 904 of Regulation S; (iii) GBL, the Joint Lead Managers, the Co-Lead Managers and the persons linked to them as well as any other third party may rely on the truthfulness and accuracy of the aforementioned agreements, declarations and warranties.

Done in duplicate at ...... , on ......

Signature of the issuing company Signature of or its proxy subscriber

Numbered deposit slip

- N° 9 coupons separated from the shares (in numerical order)

Numbers Amount Numbers Amount Numbers Amount

To be carried forward ...... To be carried forward ...... To be carried forward ......

44 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 ANNEX 2: ANNUAL REPORT 2006

45 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 46 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Annual Report 2006

Groupe Bruxelles Lambert WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 GBL’s primary objective is to create value for its shareholders over the medium-term. Therefore, GBL strives to maintain and promote the growth of a portfolio of investments focused primarily on a small number of companies in which it plays its role as a professional shareholder. This portfolio will evolve over time following the evolution of the different companies as well as market opportunities. The group invests in companies that offer potential to create value for shareholders and sells investments deemed to have reached maturity.

GBL’s dividend policy seeks to achieve a sound balance between providing an attractive cash yield to shareholders and achieving sustained growth in its share price.

Groupe Bruxelles Lambert WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Contents

Management report Responsibility for the document and statutory Auditor 2 Message to shareholders 3 Selected financial information 4 Stock Exchange data 4 Portfolio and ajusted net assets 6 Consolidated figures IFRS 8 Overview of the activities 13 Risk factors 13 Total 14 Suez 18 Lafarge 22 Imerys 26 Pernod Ricard 30 Bertelsmann 34 Other investments 35 Accounts at 31 December 2006 37 Consolidated financial statements 38 Non-consolidated summary balance sheet and income statement 62 Dividend policy 64 Historical data 65 Corporate governance 70 Information relating to the company 88 Resolutions proposed to shareholders 91 Appendix – Offices of the Directors between 2002 and 2006 94 Glossary 107 For further information Inside back cover

This English version is a full translation of the French version

To obtain information on GBL, please contact: Carine Dumasy – Tel.: +32-2-289.17.17 – Fax: +32-2-289.17.37 e-mail: [email protected] Website: http://www.gbl.be

Dit jaarverslag is ook verkrijgbaar in het Nederlands Ce rapport annuel est aussi disponible en français WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Responsibility for the document and statutory Auditor

Responsibility for the document

Baron Frère, Chairman, Managing Director and CEO La Peupleraie Allée des Peupliers 17 B-6280 Gerpinnes

Gérald Frère, Managing Director La Bierlaire Rue de la Bierlaire 1 B-6280 Gerpinnes

Thierry de Rudder, Managing Director Avenue des Erables 31 B-1640 Rhode-Saint-Genèse

Certification

“To the best of our knowledge, the information provided in this document is accurate. It is free of omissions that could alter its scope.”

Thierry de Rudder Gérald Frère Baron Frère Managing Director Managing Director Chairman, Managing Director and CEO

Statutory Auditor

Deloitte Bedrijfsrevisoren/Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Michel Denayer Avenue Louise 240 B-1050 Brussels

GBL Responsibility for the document and statutory Auditor / 2 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Message to shareholders

Ladies and Gentlemen,

The global economy continued to grow at a sustained pace in 2006, bolstered by Asian countries, and particularly China, whereas activity in the United States sent out signals of a slowdown and European growth recovered a bit of health.

Overall, inflation remains quite controlled, notwithstanding the pressure of energy prices. The importance of liquid assets in the system and “easy” credit undoubtedly explain the high price level obtained by some shares, particularly in finance, art and real estate. In this context, the central banks progressively tightened their monetary policies, entailing an increase in money lending rates, which do however remain at historically low levels.

The action taken by GBL these last two years, and especially in 2006, confirms its business as a professional investor, supporting its stakes until they mature and progressively redeploying its capital in new industrial-type investments.

During the past financial year, GBL sold its 25.1% stake in Bertelsmann for EUR 4.5 billion, thereby responding to the Mohn family’s desire to maintain the company’s capacity as a private group rather than float it on the Stock Exchange. This stake was the fruit of a long evolution which started with an investment in Audiofina in the 1970s. It was the subject of numerous partnerships and progressively changed completely with the successive creation of CLT, CLT-UFA, and then RTL Group which became a part of Bertelsmann five years ago. These stages, which led to the creation of one of the European media sector’s flagships, created significant value. GBL booked a capital gain of EUR 2,378 million on this sale in its accounts for the financial year.

Over the last two years, GBL has invested an amount exceeding the proceeds on the sale of Bertelsmann both to consolidate its position in Suez and to initiate new partnerships for the future with Lafarge and Pernod Ricard.

Today, GBL owns 9.6% of Suez (compared to 7.1% at the start of 2005). The increase in its interest and the higher share price mean that the group will have added almost EUR 2 billion in market value to this shareholding. GBL is consequently consolidating its position as a leading shareholder, supporting an industrial strategy defined with the company’s management and Board of Directors. Apart from the planned merger with Gaz de France which remains its strategic priority, Suez continues to vigorously develop in all its business areas and has an excellent bill of health. Its potential is still remarkable and its good results should enable it to continue its generous distribution policy.

The investment in Lafarge started at the end of 2005 and continued in 2006 and 2007. Today, GBL has a 16.1% capital stake and 15% voting rights in the world’s number one cement manufacturing group. Its holding in this company coincided with Bruno Lafont’s taking up of his duties as new Managing Director. He has already made a mark on the company by initiating the purchase of minority holdings in Lafarge North America and, more recently, the sale of Lafarge Roofing. Given these changes, the sound results registered for 2006 and the 2008 Excellence plan announced by management, the group’s future looks promising.

The 5% stake in Pernod Ricard is more recent, as it was only acquired in the second half of 2006. It consists of a friendly shareholding alongside the Ricard family in an excellent company whose performance in the last few years has been remarkable and whose prospects are attractive.

Total is still one of the pillars of the portfolio and once again had brilliant results in 2006, bolstered by the high level of crude prices. The intrinsic qualities of the group and its management should enable Total to continue its development and to keep its place amongst the leaders whilst dealing with the more difficult conditions in the sector, particularly costs and access to reserves.

Finally, Imerys’ operating performance once again demonstrates the competence of its managers. Industrial measures taken both on an economic basis and more structurally have enabled it to boost its profit and loss account whilst sustaining the profitable development model of the last ten years.

Apart from its investment portfolio in big listed groups, GBL is present in private equity through two funds in which it is a major shareholder. GBL has committed to subscribe to Ergon Capital Partners II (ECP II), the successor of the Ergon Capital Partners (ECP) fund, co-founded in 2005 with Parcom Ventures (ING group) around a young team of entrepreneurs. ECPII will be given resources of its own of EUR 350 million. Furthermore, GBL will invest up to EUR 150 million in Sagard II which takes over from Sagard, the initial fund launched under the leadership of the Desmarais family and in which it has had a stake since 2002.

The pursuit of the GBL investment strategy requires major resources. For the time being, the group can rely on liquid assets of around EUR 1.5 billion and on its credit lines, although within the limits of a very conservative leverage policy.

The company’s cash earnings are solid, with earnings from new shareholdings taking over from the contractual dividend paid by Bertelsmann. They enable the company to foresee the continuation of a dividend payout policy that ensures steady growth in the remuneration paid to its shareholders. At the next General Meeting, GBL will propose a gross dividend per share of EUR 1.90, an increase of over 10%.

Baron Frère 6 March 2007

GBL Message to shareholders / 3 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Selected financial information

I. Stock Exchange data

1. GBL’s share on the Stock Exchange

in EUR 2006 2005 2004 2003 2002 Share price At the end of the year 91.05 82.85 59.90 44.67 39.01 Maximum 93.95 83.55 59.95 45.00 64.85 Minimum 73.75 59.80 44.50 29.32 33.10 Yearly average 86.00 73.46 52.49 39.11 50.91

Dividend Gross dividend 1.90 1.72 1.60 1.49 1.42 Net dividend 1.43 1.29 1.20 1.12 1.07 Net dividend with VVPR strip 1.62 1.46 1.36 1.27 1.21

Stock Exchange ratios (in %) Dividend/average share price 2.2 2.3 3.0 3.8 2.8 Gross annual return 12.0 41.0 37.4 18.1 (31.7)

Number of shares at 31 December Issued 147,167,666 138,300,053 138,300,053 138,300,053 138,300,053 Treasury shares 5,272,701 5,382,726 6,134,556 6,313,032 5,647,376

Stock market capitalisation (in EUR million) 13,399.6 11,458.2 8,284.2 6,177.9 5,395.1 Variation (in %) + 16.9 + 38.3 + 34.1 + 14.5 - 33.9

2. Stock market listings GBL shares are listed on Euronext Brussels and form part of the BEL 20 and Euronext 100 indices, which reflect the performance of the combined markets of Paris, Amsterdam, Brussels and Lisbon.

2006 2005 2004 2003 2002 Volume traded (in EUR billion) 5.3 3.2 1.8 1.2 1.7 Number of shares traded (in EUR thousand) 62,390 43,200 35,167 30,343 34,412 Average number of shares traded daily 244,665 168,092 135,780 118,991 134,948 Capital traded on the Stock Exchange (in %) 43.3 31.2 25.4 21.9 24.9 Velocity on float (in %) 90.0 65.6 53.6 45.9 51.7 Weight in the BEL 20 (in %) 4.8 5.4 4.3 4.4 4.6 Ranking in the BEL 20 7 7 10 10 8 Weight in the Euronext 100 (in %) 0.6 0.7 0.6 0.5 0.5 Ranking in the Euronext 100 46 45 48 57 56

GBL Selected financial information / 4 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 GBL share price (2/1/2002 = 100) GBL share price and value of the BEL 20 and of the CAC 40 (2/1/2002 = 100)

180 180

160 160

140 140

120 120

100 100

80 80

60 60

40 40

20 20

0 0 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006

Value of Value of GBL the BEL 20 the CAC 40 share price

GBL stock market capitalisation (in EUR million) Financial calendar 2007 - 2008

14,000 13,400 2007 Ordinary General Meeting 24 April 2007

Payment of coupon nr 8 25 April 2007 12,000 11,458 Publication of results to 31 March 2007 3 May 2007

10,000 Publication of half-yearly results begin August 2007

Publication of results 8,167 8,284 8,000 to 30 September 2007 6 November 2007

Publication of 2007 annual results March 2008 6,178 6,000 5,395 2008 Ordinary General Meeting (submitted to the Extraordinary General Meeting on 24 April 2007) 8 April 2008 4,000 2001 2002 2003 2004 2005 2006

3. Shareholder information Dividend The payment in respect of the 2006 financial year of a gross dividend of EUR 1.90 per GBL share, a 10.5% increase over the dividend of EUR 1.72 paid for the previous year, will be submitted for approval to the Ordinary General Meeting on 24 April 2007. This dividend is equal to: • EUR 1.425 net per share • EUR 1.615 net per share with VVPR strip.

The total distribution for the year amounts to EUR 280 million, based on the number of shares entitled to dividend (147,167,666).

The net dividend will be payable from 25 April 2007, either by bank transfer to registered shareholders or in cash upon presentation of coupon nr 8 detached from bearer shares (and, where appropriate, of VVPR strips) at branches of approved Belgian banks and financial institutions, with the financial service being provided by ING Belgium.

GBL Selected financial information / 5 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 II. Portfolio and adjusted net assets

1. GBL organisation chart at 31 December 2006 % of share capital / (% of voting rights)

3.6% (0.0%)

Total Suez Lafarge Imerys Pernod Ricard 3.9% / (4.0%) 8.0% / (11.9%) 15.9% / (14.8%) 26.4% / (34.4%) 2.8% / (2.6%)

2. Share price of investments in 2006

160

150

140

130

120

110

100

80 January February March April May June July August September October November December

Total Suez Imerys Lafarge

3. Valuation principles of the adjusted net assets and publication GBL’s adjusted net assets are a conventional reference obtained by adding to the group’s net cash the investments constituting the financial assets valued according to the following principles: • the share price for listed companies; • the group share of shareholders’ equity of unlisted companies and consolidated using the equity method; • the book value of unlisted companies, not consolidated and not integrated using the equity method.

The adjusted net assets making up the portfolio are communicated quarterly. The value per share is also published weekly on GBL’s website (http://www.gbl.be) and the value is calculated on the basis of the same criteria as those applied to determine the quarterly adjusted net assets. However, certain minor events occurring since the previous statement of account may occasionally not be taken into account in the value published weekly. The combined effect of all these factors will nonetheless not exceed 2% of the adjusted net assets.

GBL Selected financial information / 6 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 4. Breakown of adjusted net assets at 31 December 2005 and 2006 The evolution of GBL’s adjusted net assets, like its profits, is an important criterion for assessing the group’s performance.

At 31 December 2006, adjusted net assets amounted to EUR 16,763 million, or EUR 113.91 per share, compared to EUR 11,110 million and EUR 80.33 respectively at the previous year-end.

The table below gives a detailed view of GBL’s adjusted net assets.

31 December 2006 31 December 2005 Portfolio Share price Portfolio Share price % in capital in EUR in EUR million % % in capital in EUR in EUR million % Total 3.9 54.65 5,134 30.6 3.8 53.05 4,984 44.9 Suez 8.0 39.23 3,990 23.8 7.3 26.30 2,418 21.8 Bertelsmann - - - - 25.1 - 2,090 18.8 Lafarge 15.9 112.70 3,170 18.9 3.4 76.00 450 4.1 Imerys 26.4 67.40 1,129 6.7 26.2 61.10 1,023 9.2 Pernod Ricard 2.8 145.00 446 2.7 - - - - Other investments 258 1.6 89 0.7 Portfolio 14,127 84.3 11,054 99.5 Net cash/trading/ treasury shares 2,636 15.7 56 0.5 Adjusted net assets 16,763 100.0 11,110 100.0 Number of shares 147,167,666 138,300,053

GBL’s portfolio expanded in 2006, increasing by EUR 3,073 million, or an increasing of 27.8% over end December 2005.

In May, Total spun off Arkema. This spin-off operation was given effect through the distribution to Total shareholders of one Arkema share for every 10 Total shares held. The resulting 3.9% shareholding in Arkema represented EUR 91 million in the adjusted net assets at end 2006 (included with other investments). At end 2006, GBL owned 3.9% of Total’s capital and 4.0% voting rights. Indeed, further to an internal restructuring at end 2006, the shares held by GBL lost their double voting rights, which they will recover after a two-year period. Total accounted for 31% of the adjusted net assets at end 2006 (EUR 5,134 million). Total’s year-on-year valuation in the portfolio was slightly higher, reflecting the positive stock market evolution of the share between these two dates, notwithstanding the effects of the Arkema spin-off.

With the acquisition during the first half of the year of 9.8 million Suez shares for EUR 296 million, GBL raised its shareholding from 7.3% at end 2005 to 8.0% at end 2006. This investment and the 49.2% increase in the Suez share price explain the greater Suez weight (EUR 3,990 million - 23.8%) in the adjusted net assets on 31 December 2006. In early 2007, GBL pursued its acquisitions (EUR 798 million), thus building up its holding in Suez to 9.6% capital and 13.4% voting rights.

Bertelsmann was sold for EUR 4.5 billion during the summer of 2006, resulting in an increase of EUR 2,410 million in the adjusted net assets. That shareholding was previously valued in the adjusted net assets at GBL’s share (25.1%) in the company’s shareholders’ equity (EUR 2,090 million).

GBL already held a 3.4% stake in Lafarge at end 2005. It continued its investment programme in 2006, spending EUR 2.1 billion and reaching a 15% stake in this group’s capital. Given the favourable evolution of the share price (+ 48.3%), which rose from EUR 76.00 to EUR 112.70, the shareholding now has a market value of EUR 3,170 million.

The contribution of Imerys to GBL’s adjusted net assets rose by EUR 106 million, reflecting the 10.3% increase in the Imerys share price during the financial year. The capital shareholding remained stable at 26.4% but GBL recovered its double voting rights, and thus holds 34.4% of voting rights in Imerys.

GBL’s portfolio at end 2006 also included a 2.8% stake in the share capital of Pernod Ricard, acquired for EUR 428 million in the last quarter of the year and worth EUR 446 million on 31 December 2006. The stake was raised to 5.1% in January 2007.

Private equity investments (included with other investments) amounted to EUR 165 million at end 2006, compared to EUR 88 million a year earlier.

Cash at end 2006 amounted to EUR 2.6 billion. That figure reflects, along with cash earnings and GBL’s dividends, the cash from the sale of Bertelsmann (EUR 4.5 billion), the net proceeds on the capital increase launched in April 2006 (EUR 703 million) less portfolio investments of EUR 2.9 billion.

GBL Selected financial information / 7 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 5. Adjusted net assets over 5 years

in EUR million 2006 2005 2004 2003 2002 Adjusted net assets at the end of the year 16,763.2 11,110.3 8,889.2 7,528.1 7,040.5 Portfolio 14,127.1 11,054.6 8,164.0 7,051.6 6,686.1 Net cash/trading/treasury shares 2,636.1 55.7 725.2 476.5 354.4 of which treasury shares 445.3 427.9 337.3 267.6 212.5 Year-on-year change (in %) + 50.9 + 25.0 + 18.1 + 6.9 - 24.9

in EUR Adjusted net assets per share 113.91 80.33 64.27 54.43 50.91 Share price 91.05 82.85 59.90 44.67 39.01

III. Consolidated figures IFRS

On 31 December 2006, GBL showed net earnings of EUR 2,883 million (EUR 20.76 per share) compared to EUR 523 million (EUR 3.94 per share) for the same period in 2005. This important increase mainly reflects the capital gain realised during the first half of the year on the disposal of the 25.1% stake in Bertelsmann, i.e. EUR 2,378 million.

Excluding the positive effect of the disposal of the Bertelsmann stake, GBL’s results show a strong increase in cash earnings, which rose from EUR 324 million to EUR 441 million in 2006, a 36% increase. That performance resulted mainly from the rise in dividends received on shareholdings and the increase in other cash earnings stemming from the sale of Bertelsmann for EUR 4.5 billion, collected in early July 2006.

1. Key figures

in EUR million 2006 2005 2004 2003 2002 Consolidated result Cash earnings 440.5 323.7 327.9 284.4 302.4 Mark to market and other non-cash 22.2 (4.9) (16.8) (29.4) (14.5) Associated companies 179.7 342.8 386.3 132.5 (362.7) Eliminations and capital gains 2,240.9 (138.6) (103.4) (177.1) (163.0) Consolidated result for the period 2,883.3 523.0 594.0 210.4 (237.8) Total distribution 279.6 237.9 221.3 206.1 196.4

Consolidated balance sheet Assets Non-current assets 13,496.0 10,533.6 7,543.1 6,777.6 6,646.5 Current assets 2,737.2 123.6 411.4 594.2 964.6 Liabilities Shareholders’ equity 15,682.0 10,159.7 7,911.6 6,966.4 6,772.3 Non-current liabilities 434.6 437.6 22.5 24.4 359.9 Current liabilities 116.6 59.9 20.4 381.0 478.9

Number of shares at the end of the year (1) Basic 138,864,253 132,761,384 132,069,978 132,257,409 132,891,094 Diluted 139,114,418 133,121,574 133,181,998 135,851,260 138,906,866

Pay-out (in %) Dividend/cash earnings 63.5 73.5 67.5 72.5 64.9 Dividend/consolidated result 9.2 43.7 35.6 93.7 (79.3)

Consolidated result per share 20.76 3.94 4.50 1.59 (1.79) Consolidated cash earnings per share 3.17 2.44 2.48 2.15 2.28

(1)The calculation of the number of basic and diluted shares is detailed on page 58

GBL Selected financial information / 8 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2. Consolidated earnings analysis The table contained in this analysis is intended to present a more precise picture of the different elements that make up GBL’s consolidated result, stated in accordance with the IFRS requirements. The elements shown in the different columns are described in the glossary.

2006 2005 2004 Mark to market Eliminations Cash and other Associated and in EUR million earnings non-cash companies capital gains Consolidated Consolidated Consolidated Net earnings from associated companies - - 131.7 (61.0) 70.7 83.2 62.5 Result on discontinued operations - - 48.0 2,439.0 2,487.0 259.6 323.8 Net dividends on investments 406.0 - - (148.8) 257.2 169.3 186.0 Interest income and expenses 41.7 (3.5) - - 38.2 1.2 3.7 Other financial income and expenses 13.4 15.1 - - 28.5 21.5 1.8 Other operating income and expenses (29.8) 1.2 - - (28.6) (19.0) (18.6) Earnings on disposals and impairments of non-current assets - - - 11.7 11.7 6.5 37.5 Income taxes 9.2 9.4 - - 18.6 0.7 (2.7) Consolidated result for the period 440.5 22.2 179.7 2,240.9 2,883.3 523.0 594.0

A. Cash earnings (EUR 441 million in 2006 compared to EUR 324 million in 2005) The EUR 117 million increase in cash earnings (+ 36%) resulted from a combination of factors. In terms of its investments, GBL’s acquisition of a shareholding in Lafarge as from October 2005 and its further building up of the stake in 2006, brought in EUR 39 million in dividends for the first time in 2006.

Investments in Suez in 2005 and the higher dividend per share (+ 25%) raised the Suez contribution to GBL’s earnings to EUR 78 million, an increase of EUR 29 million compared to 2005.

GBL’s shareholding in Total remained unchanged in 2006. The higher dividends received, totalling EUR 139 million, resulted from the 16% rise in the dividend per share paid by Total, both from the balance and an advance payment of an identical amount. Dividends paid by Bertelsmann and Imerys added up to EUR 148 million in 2006, up EUR 3 million as a result of the higher dividend per share paid by Imerys.

Net dividends on investments in EUR million 2006 2005 2004 Total 138.9 119.8 141.6 Bertelsmann 120.0 120.0 120.0 Suez 78.2 49.3 43.8 Lafarge 38.8 - - Imerys 27.6 25.1 20.9 Other 2.5 0.2 0.6 Total 406.0 314.4 326.9

On interest income and expenses, GBL showed a profit for the year of EUR 42 million. Indeed, during the first six months of the year, GBL made ample use of its credit lines and of the funds raised as part of the capital increase of EUR 703 million to finance its investments in Lafarge and Suez. On the other hand, the cash amount of EUR 4.5 billion collected in early July on the sale of Bertelsmann and used partially to continue GBL’s investments in Lafarge and Pernod Ricard, contributed positively to the financial results for the latter half of the year.

The decline in other financial income and expenses compared to 2005 is essentially due to the lower level of share trading activity, partially offset by derivatives activities and by financial expenses related to investment operations and the capital increase. In 2006, GBL was also reimbursed withholding tax on foreign dividends (in particular Suez and Total) in the amount of EUR 9 million.

GBL Selected financial information / 9 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 B. Mark to market and other non-cash (EUR 22 million in 2006 compared to EUR - 5 million in 2005)

in EUR million 2006 2005 2004 Interest income and expenses (3.5) (2.2) (2.5) Other financial income and expenses 15.1 (2.5) (10.7) Other operating income and expenses 1.2 (0.9) (0.9) Income taxes 9.4 0.7 (2.7) Total 22.2 (4.9) (16.8)

Changes in the fair value of optional financial instruments (rate swap and calls options on Total, Arkema and puts on Lafarge) also contributed another EUR 15 million to the heading “Other financial income and expenses”. Moreover, the elimination of the dividend on treasury shares (EUR - 9 million) counterbalances, pursuant to IFRS requirements, the reversing entry on expenses related to the GBL capital increase (EUR 6 million) and portfolio acquisitions in 2006 (EUR 3 million).

In addition to the EUR 9 million in tax reimbursements collected in 2006 (in cash earnings), the variation of the mark to market tax heading stems from the recognition of an additional claim (EUR 9 million) with the tax administration, collected in January 2007.

C. Imerys – Ergon Capital Partners (ECP) (EUR 71 million in 2006 compared to EUR 83 million in 2005)

Share in the net earnings from associated companies in EUR million 2006 2005 2004 Imerys 49.5 81.8 62.5 ECP 21.2 1.4 - Total 70.7 83.2 62.5

Imerys Based on the information published by Imerys in compliance with the IFRS requirements, turnover for financial year 2006 amounted to EUR 3,288 million, an 8.0% increase over the same period in 2005. For the second consecutive year, Imerys had to cope with strong inflation in its variable costs (primarily energy). Against that backdrop, current operating earnings added up to EUR 459 million, a 5.7% increase. That growth resulted from the contribution of acquisitions during the financial year (net of disposals) and the negative exchange rate impact. At comparable scope and exchange rates, current operating income climbed by EUR 11 million, with the improved price/product mix impact compensating for inflation in external costs and the negative impact of volumes.

Net income, group share, amounted to EUR 187 million, compared to EUR 309 million. This result takes into account an after-tax amount of EUR - 121 million in other income and expenses having no impact on cash flows from: • provisions for depreciation on industrial assets, rehabilitation of sites and restructuring expenses linked to the major reorganisation of kaolin production in the United Kingdom, for a total amount of EUR - 86 million; • other expenditure in the amount of EUR - 46 million related to the depreciation of assets and cost-cutting actions taken by the group as a whole; • transfers of non-industrial assets in the amount of EUR 11 million.

Imerys contributed EUR 50 million to GBL’s result in 2006, compared to EUR 82 million in 2005.

ECP Taking into account GBL’s 43% stake in ECP, the latter contributed for EUR 21 million to GBL’s results. During 2006, ECP pursued its investment policy and expanded its portfolio with the acquisition of three additional assets, namely King Benelux, La Gardenia and Seves, for a total amount of EUR 99 million. On 31 December 2006, the portfolio of assets valued at fair value showed unrealized capital gains of EUR 13 million (GBL’s share). The balance of ECP’s contribution is composed primarily of the capital gain on the partial disposal of Stroili in the third quarter of 2006. The private equity company ECP II, the successor to ECP I, created in late December 2006 did not contribute to GBL’s results.

Bertelsmann It should be noted that Bertelsmann was consolidated using the equity method up to 30 June 2006. As an associated company, Bertelsmann contributed EUR 109 million of the total of EUR 180 million (Imerys and ECP included). Following the disposal of this interest, GBL’s share in Bertelsmann’s net result (EUR 61 million) and the preferential share of the dividend collected (EUR 48 million) have been entered separately under the heading “Result on discontinued activities” along with the capital gain of EUR 2,378 million.

GBL Selected financial information / 10 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 D. Result on discontinued operations – Sale of Bertelsmann (EUR 2,487 million in 2006 compared to EUR 260 million in 2005) At the end of May, GBL’s and Bertelsmann’s groups concluded an agreement in principle on the disposal to the German group of the 25.1% interest owned by GBL at a price of EUR 4.5 billion. GBL collected its proceeds on the sale in early July 2006, making a net capital gain of EUR 2,378 million.

GBL’s share in Bertelsmann’s net income up to the divestment operation totalled EUR 61 million in 2006. Bertelsmann also paid, for the last time, a dividend of EUR 120 million entered under cash earnings. In the consolidated results, the ordinary part of this dividend is eliminated (EUR 72 million) and only the privileged part (EUR 48 million) is entered in the results.

in EUR million 2006 2005 2004 Net capital gains 2,378.0 - - Share in the net income 61.0 220.9 259.0 Net dividend 48.0 38.7 64.8 Total 2,487.0 259.6 323.8

GBL Selected financial information / 11 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 GBL / 12 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Overview of the activities

GBL’s primary objective is to create value for its shareholders over the medium-term. Therefore, GBL strives to maintain and promote the growth of a portfolio of investments focused primarily on a small number of companies in which it plays its role as a professional shareholder. These companies are at present Total, Suez, Lafarge, Imerys and Pernod Ricard besides several other interests in private equity.

This portfolio will evolve over time following the evolution of the different companies as well as market opportunities. The group invests in companies that offer potential to create value for shareholders and sells investments deemed to have reached maturity.

GBL’s dividend policy seeks to achieve a sound balance between providing an attractive cash yield to shareholders and achieving sustained growth in its share price.

Risk factors

Each of the large investments held by GBL is exposed to specific risks, the details and analysis of which are described in their respective management reports and registration documents in compliance with current law.

The possible realisation of these risks for one or more investments may change the overall value of GBL’s portfolio. GBL strives to limit these risks by diversifying its portfolio, by analysing its investments and by following up its interests.

The exact reference of the chapters on the management of the risks of GBL’s investments are indicated below.

Investments Pages Reference (link) Total 77-93 http://www.total.com/static/fr/medias/topic768/Total_2005_document_reference.pdf Suez 9-20 http://www.suez.com/fr/finance/rapport-annuel/2005/document-reference/document-de-reference/ Lafarge 8-9 http://www.lafarge.fr/lafarge/PUBLICATION/20060406/03272006-publication_finance- doc_de_reference_2005-fr.pdf Imerys 166-178 http://files.imerys.com/Imerys_ra2005_fra/index.htm Pernod Ricard 159-160 http://www.pernod-ricard.com/medias/resources/static/Rapport%20annuel/RA%202006/RA05-06- Partie-financiere.pdf

No public information is available on risks factors for private equity funds held by GBL. These investments represent less than 1% of the adjusted net assets.

Investments at 31 December 2006

Total 14 Suez 18 Lafarge 22 Imerys 26 Pernod Ricard 30 Bertelsmann 34 Other investments 35

The following pages present for each operating investment: • a description of the company’s activities, key events during the year and financial results; • a table of key figures showing Stock Exchange data and consolidated operating data for each company; • the contribution to GBL’s adjusted net assets and result.

A glossary containing definitions of key words used in this annual report can be found on page 107.

GBL Overview of the activities / 13 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.total.com

Total financial communication Jérôme Schmitt Tel.: +33-1-47.44.58.53 Fax: +33-1-47.44.58.24 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Created from the successive mergers of Total, PetroFina and Elf Aquitaine, Total is one of the world’s leading oil and gas groups, and a major operator in Chemicals

Activities Key events in 2006

Total is one of the leading international oil and gas groups. Its activities The year 2006 saw continuing globally favourable conditions on the oil are based in more than 130 countries and cover the entire oil industry market. Crude oil prices increased on average relative to 2005, driven chain, Upstream (exploration, development and production of oil and by robust demand and sustained production capacity. Refinery gas) and Downstream (refining and distribution of petroleum products margins, while significantly lower than in 2005, remained on average and international trading of crude oil and refined products). Total is at satisfactory levels. also a major player in Chemicals and is also committed to the development of renewable energies. Against that backdrop, Total registered record results, in spite of pressure on oil services prices, higher taxation and lower production. Upstream, the group’s proven hydrocarbon reserves, calculated The group is continuing to benefit from its ongoing productivity and according to SEC rules, guarantee the company some 13 years of buyback of shares programmes, the latter resulting in increased production at its current rate. The group, with a diversified portfolio of earnings per share and an average return on invested capital of 26%, assets, has some of the oil industry’s highest growth prospects as a among the highest in the industry. result of its participation in major projects with competitive technical costs and in highly promising areas. Operating in the liquefied natural Upstream gas industry, Total is also extending its activities to related market In 2006, Total’s hydrocarbon production amounted to 2.36 million boe/d segments such as gas distribution and electricity generation. (barrels of oil equivalent/day), as against 2.49 million boe/d in 2005, a 5.3 % decline. Corrected for price/group structure effects, and Downstream, the group is a leader in Europe and Africa. It manages excluding the impact of halt as a result of upheaval in Nigeria, Total’s refining capacity of 2.7 million barrels a day and sells 3.8 million hydrocarbon production nevertheless remained stable in 2006; barrels a day of refined products. Total owns shares in 27 refineries production from new oilfields offset the decline or halt at North Sea and operates a network of around 16,500 service stations, mostly production installations. under the Total, Elf and Elan banners, and primarily in Europe and Africa. In exploration, several discoveries and continuing assessments of different permits maintained the level of proven hydrocarbon reserves, Total’s Chemical activities place it amongst European and world calculated according to SEC rules at 11.12 billion boe at end 2006. leaders on most of the group’s markets. These include petrochemical Also calculated on the same principles, the reserve replacement rate and long-chain polymers, activities typical of major integrated oil was 102% in 2006 and 110% for the period 2004-2006 (calculated companies, and specialty chemicals focusing on processing technolo- on brent constant at USD 40 a barrel). In addition, the company’s level gies for rubber and coating products. of proven and likely reserves totalled 20.5 billion boe at end 2006, which represents more than 23 years of production at today’s rate.

GBL Total / 15 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Downstream Financial report In refining, the group continued investing with a view to adapting the industrial tool to market developments, in particular the processing of In a favourable environment for the oil industry, consolidated turnover crude oil with high sulphur content. In marketing, Total continued for 2006 amounted to EUR 154 billion, a 12% increase over 2005. optimising its service station networks on its key markets, as well as its selective development projects in China, Pakistan, Cambodia and Adjusted net operating income from business segments for the year the Philippines. 2006 rose by 4% to EUR 12.4 billion, as against EUR 11.9 billion in 2005. For the year 2006 as a whole, refined volumes rose by 2% to 2.5 million barrels a day; capacity utilisation rate totalled 88%, In particular, unchanged from 2005. At the same time, sales of refined products • in the Upstream segment, adjusted net operating income came to remained stable at 3.8 million barrels a day. EUR 8.7 billion, increasing by 8% over 2005 (EUR 8.0 billion). This increase resulted in large part from the positive effect of Chemicals the higher average price of liquids (+ 21% at USD 61.8/barrel), The rebalancing of the Chemical division continued in 2006 with the in line with the increase in the price of brent (+ 19% at spin-off of Arkema, a listed company with turnover of around USD 65.1/barrel). The positive effect was lessened, however, by a EUR 5.6 billion and grouping Total’s chlorochemical, performance 5.3% year-on-year decline in production and by higher technical polymers and intermediary product activities. costs, which rose to USD 9.9/boe in 2006 compared to USD 8.5/boe in 2005 as well as by increased taxation. In Petrochemicals, Total benefited from the speedy development of its • in the Downstream segment, productivity measures have mostly petrochemicals platform in South Korea, owned 50-50 with Samsung. halted the decline in refining margins (- 31% at USD 28.9/t); In specialties, an area that includes the resins and adhesives activities adjusted net operating income for this branch came to of Hutchinson and Atotech, the group consolidated its position and EUR 2.8 billion, a 5% decrease compared to 2005. performances through internal and targeted external growth. • in Chemicals, adjusted net operating income amounted to EUR 0.9 billion, compared to EUR 1.0 billion in 2005; it was Management expects the group as a whole to benefit in 2007 from impacted by non-recurring elements related to Arkema. the placing into production and development of major projects in the Upstream segment, as well as the increasing production of the Adjusted net earnings, group share, expanded by 5% in 2006 to distillate hydrocracker at the Normandy refinery. Between 2006 and EUR 12.6 billion. Taking into account the group’s share buyback in 2010, the growth target for hydrocarbon production is over 5% a 2006 (75.9 million shares for EUR 4.0 billion, i.e. nearly 3% of year on average (based on a barrel of brent selling at USD 60 its share capital), adjusted net earnings per share came to EUR 5.44, in 2007 and USD 40 subsequently), including 6% expansion from a 7% improvement. 2007 (excluding scope effects), after factoring in an impact of OPEC quotas estimated at - 1%. To that end, the group will rely in the Net earnings, group share, added up to EUR 11.8 billion, a 4% coming years on a stable annual investment programme budgeted for decrease compared to 2005. This includes adjustment items for 2007 with EUR 12.8 billion (excluding acquisitions and based on a negative total of EUR 0.8 billion (positive total of EUR 0.3 billion parity of USD 1.25/EUR), which gives priority (75%) to the in 2005). Upstream segment. In 2006, the group’s gross investments expanded by 6%, totalling Total has confirmed its objective of maintaining a debt-equity ratio of EUR 11.9 billion (EUR 11.2 billion in 2005). Investments broke down around 25 to 30% and of pursuing a dynamic dividend policy that can as follows: 76% Upstream, 16% Downstream and 8% in Chemicals. be complemented by share buyback; its shareholding in Sanofi-Aventis Divestments calculated at sale price amounted to EUR 2.3 billion. was valued at EUR 12 billion at end 2006. The group’s net cash flow came to EUR 6.5 billion, compared to EUR 4.6 billion in 2005. The net debt to equity ratio was 34% at end 2006, a level almost equivalent to that registered on 31 December 2005 (32%).

The General Meeting of shareholders on 11 May 2007 will be asked to approve the Board’s proposal to distribute a net dividend of EUR 1.87 per share for 2006, a 15% increase over the previous year (EUR 1.62). After payment of an advance of EUR 0.87 per share on 17 November 2006, the balance of the dividend payout, i.e. EUR 1.00 per share, will be payable in cash on 18 May 2007.

GBL Total / 16 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Data stated in accordance with the IFRS

Stock Exchange data (1) 2006 2005 2004 Number of shares in issue 2,425,767,953 2,460,465,184 2,540,060,432 Percentage of share capital 3.9 3.8 3.7 Percentage of voting rights (2) 4.0 7.0 6.9 Share price 54.65 53.05 40.17 Market capitalisation (in EUR million) 132,568 130,528 102,047 Adjusted net income per share diluted (group share) 5.44 5.08 3.76 Net dividend per share (3) 1.87 1.62 1.35

Operating data (4) in EUR million 2006 2005 2004 Turnover 153,802 137,607 116,842 Adjusted operating income of sectors 25,166 23,408 17,039 Adjusted net income 12,585 12,003 9,131 Net income (group share) 11,768 12,273 10,868 Capital expenditures 11,852 11,195 8,904 Shareholders’ equity (group share) 40,321 40,645 31,608 Net debt 13,220 12,617 9,393 Debt/equity ratio (in %) 34.0 32.0 30.7 Hydrocarbon reserves (in million boe) 11,120 11,106 11,148 Hydrocarbon production (in thousand boe/d) 2,356 2,489 2,585 - liquid (in thousand barrels/d) 1,506 1,621 1,695 - gas (in million cubic feet/d) 4,674 4,780 4,894 Sales of oil products (in thousand barrels/d) 3,786 3,792 3,761 Employees (in units) 95,070 112,877 111,401

(1) Adjusted retroactively to take account of the division of the face value by four on 18 May 2006 (2) Based on the number of voting rights published by the company at 31 December (3) Distributed for the year under review (4) Pursuant to IFRS requirements, the historic data of the income statement, with the exception of net income, have been recalculated to exclude Arkema’s contribution

Total’s contribution to GBL’s adjusted net assets and Contribution to GBL’s adjusted net assets result

The stock market value of GBL’s 3.9% stake in Total at end 2006 amounted to EUR 5,134 million compared to EUR 4,984 million a year earlier. This progression of EUR 150 million resulted from the 3% year-on-year appreciation in Total’s share price; the closing share price at end 2006 was EUR 54.65, up from EUR 53.05 at end 2005. 30.6% Total’s contribution to GBL’s adjusted net assets amounted to 31%. This does not, however, include the valuation (EUR 91 million) of GBL’s 3.9% shareholding in Arkema, further to Total’s spin-off of that company during 2006.

Total’s contribution to GBL’s net income corresponds to the net dividend paid by the oil group, namely EUR 139 million in 2006 as against EUR 120 million in 2005. The amount for 2006 collected by GBL comprises, in application of Total’s payout policy, the balance of the 2005 dividend and an advance on its dividend for the year in progress. In both cases, it amounts to EUR 5,134 million EUR 69.4 million, compared with EUR 60 million for each of the (EUR 4,984 million in 2005) 2005 periods. This 16% increase reflects the higher dividends paid by Total from one year to the next. Number of GBL representatives in statutory bodies in 2006: 2

GBL Total / 17 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.suez.com

Suez financial communication Arnaud Erbin Tel.: +33-1-40.06.64.89 Toll-free number in France: 0800-177-177 Belgium: 0800-25-125 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Suez is an international industrial and services group operating in the sectors of Energy (electricity-gas) and Environment (water-waste), serving industry, local communities and individuals

Activities Key events in 2006

Suez is organised into four operating branches in its two areas Suez group’s performances in 2006 were driven by organic growth in of activity, namely Energy and Environment: Suez Energy Europe its two businesses and optimization of its positions, with the (SEE), Suez Energy International (SEI), Suez Energy Services (SES) following results: and Suez Environment (SE). • in Energy: the improvement and expansion of production capacities, the development of sales in Europe and on interna- In its Energy business, Suez focuses its activities on the generation tional markets, the continued rationalisation of the portfolio risk of electricity and heat, trading, transmission and distribution of profile, the implementation of the deconsolidation of activities in electricity and gas (natural and liquefied), and energy and industrial Belgium, the ongoing development of LNG activities and the services: engineering as well as installation, maintenance and diversification of supply and the dynamism of its business operation of industrial and tertiary sites or heat-generating networks. activities in installations, engineering and services; The strategy pursued by Suez in its Energy business is based on • in Environment: evolution of the portfolio towards more strengthening its positions in Europe from its home base (France and technology-based activities, improved profitability and strong Benelux) and on the selective international development of existing business performances. positions and in gas (LNG). Based on these achievements, the group continued implementing The group’s Environment business concerns Water and Waste its “Optimax” cost-cutting policy. This generated savings of activities. In Water, the group designs and manages drinking water EUR 591 million, giving Suez a lead on its target of EUR 550 million production and distribution systems and waste water treatment for end 2006 in relation to a 2004 cost basis. systems, provides engineering services and provides a wide range of services to industry. In the Waste sector, Suez manages (collection, Financial discipline and optimisation of return on capital employed sorting, recycling, treatment, recovery and storage) industrial and were maintained through actions on investments, whose level at end household waste, including special waste. In its Environment 2006 remained in line with the target of EUR 10.5 billion set for the activities, Suez gives priority to organic growth targeted on the period 2004-2006 and on working capital needs, which declined by developed nations, particularly Europe. Outside Europe, emphasis is EUR 0.3 billion compared to 2004. Suez consequently registered a given to the most promising markets and activities, with opportuni- return on capital employed (ROCE) of 13.0% at end 2006, ties being carefully selected around strong bases (China, US, compared to 10.7% at end 2005; all branches contributed to this Australia, Middle East and North Africa). improvement.

In addition, 2006 saw the integration of Electrabel into Suez following the successful public offer brought to a close on the subsidiary on 6 December 2005. The transaction had a relutive impact of 5% in 2006, with a year’s advance over the initial objective.

Since then, Suez, which owns 98.6% of Electrabel, has announced its plans to make a public takeover bid on all outstanding Electrabel shares. The full integration of Electrabel is expected to result in operating and financial synergies estimated globally at over EUR 440 million.

GBL Suez / 19 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 For 2007, Suez has confirmed its strategy based on the development • Suez Energy Services (SES) registered an EBITDA of of its Energy and Environment activities, for which it projects growth EUR 0.6 billion, an increase of 5.1% over its level for 2005. in gross operating results and in current operating results of more This branch profited from restructuring measures and than 10% and 15% respectively. To achieve those goals, the group commercial successes in the area of installations, engineering intends to continue its drive to increase operating return and to and services. generate cash in all its businesses, and it will boost investments to • Suez Environment (SE) contributed for EUR 2.0 billion, up 3.6% EUR 15 billion over the 2007-2009 period. over the previous year; on a comparable basis, EBITDA increased by 7.8%. This performance was driven by sustained The group’s medium-term prospects could be strengthened by the organic growth in Waste operations in Europe and Water planned merger with Gaz de France, which is still being prepared activities in France, as well as the positive effects of the selective by its teams. That transaction will result in the creation of a development of less capitalistic activities in Water in Europe European energy leader whose portfolio will turn to good account (France, United Kingdom) and internationally (Middle East, the gas-electricity convergence and geographical complementarity. China, North Africa, etc.). The planned friendly merger promises to bring significant synergistic effects. Current operating income came to EUR 4.5 billion, a noteworthy expansion on both a gross (+ 15.2%) and organic (+ 15.9%) basis. Growth of this heading surpassed growth in gross operating results Financial report and reflects the impact of the “Optimax” cost-cutting programme, which has exceeded the target of EUR 550 million for 2005 and Suez continued to improve its performances in 2006 through organic 2006. growth in its two businesses (Energy and Environment), with the result that operating income increased faster than turnover. Net income, group share, at end 2006 came to EUR 3.6 billion, a 43.5% increase over 2005. This result includes capital gains on The group’s turnover of EUR 44.3 billion in 2006 was 6.7% higher disposals in the amount of EUR 1.1 billion, compared to than its 2005 level (EUR 41.5 billion). Underlying organic growth, EUR 1.5 billion in 2005, turning to good account the evolution excluding the scope effects, exchange rates and variation in gas of the fair value of financial instruments on raw materials, asset prices, amounted to 8.2%, thus falling within the target range set depreciation and restructuring costs. It also includes a smaller for 2004-2006 (4 to 7% average annually). All Suez turnover is minority share taking account of the effect of 98.6% ownership of generated by the Energy and Environment businesses; 89% of total Electrabel for the entire year 2006. turnover is generated in Europe and North America, with 80% deriving from the European continent alone. The group’s cash flow before financial expenses and taxes came to EUR 6.4 billion at end 2006, an 11% increase over its 2005 level. Gross operating result (EBITDA) amounted to EUR 7.1 billion, an 8.8% increase compared to 2005 (+ 11.2% excluding scope and Investments in 2006 added up to EUR 3.8 billion, compared to exchange rates effect). This increase reflects the improved perfor - EUR 3.5 billion in 2005 (excluding the acquisition of Electrabel mances of the four branches, part of which results from cost-cutting minority shares). Maintenance and development accounted for measures: EUR 1.4 billion and EUR 2.4 billion respectively. • Suez Energy Europe (SEE) accounted for 43% of operating earnings with EUR 3.1 billion. The gross increase of 7.2% over Disposals in 2006, as in 2005, amounted to nearly EUR 3.3 billion 2005 (9.2% on a comparable basis) reflects the favourable and primarily consisted in the disposal of shares in intermunicipal dynamic of electricity and gas prices, a strong operating companies and residual holdings in M6 and Neuf Cegetel. In that performance and the gradual expansion of Electrabel’s growth context, the net surplus of cash and cash equivalents (after acquisi- markets outside Belux (Netherlands, France, Italy and Germany), tions, disposals and dividends) came to EUR 2.7 billion. in spite of non-recurring regulatory costs in Belgium. • Suez Energy International (SEI) contributed for EUR 1.6 billion The group’s net financial debt at end 2006 totalled EUR 10.4 billion, to that result (EUR 1.3 billion at end 2005). This 17.3% as compared to EUR 13.8 billion at end 2005, representing 46% of improvement (17.1% organic) stemmed mainly from strong shareholders’ equity (72% at end 2005). growth in LNG activities, progress on the merchant activity and business successes with tertiary and industrial clients in the The General Meeting of shareholders on 4 May 2007 will be asked United States, higher sales in Thailand and new projects in the to approve the Board’s proposal to distribute a net dividend of Middle East. EUR 1.20 per share, a 20% increase over the previous year. The dividend will be payable from 7 May 2007.

GBL Suez / 20 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Data stated in accordance with the IFRS Stock Exchange data 2006 2005 2004 Number of shares in issue 1,277,444,403 1,270,756,255 1,020,465,386 Percentage of share capital 8.0(1) 7.3 7.1 Percentage of voting rights 11.9(1) 11.5 12.3 Share price 39.23 26.30 19.62 Market capitalisation (in EUR million) 50,114 33,421 20,022 Net income per share 2.86 2.39 1.70 Net dividend per share 1.20 1.00 0.80 Operating data in EUR million 2006 2005 2004 Turnover (excluding trading activities) 44,289 41,489 38,058 Gross operating income (EBITDA) 7,083 6,508 5,932 Current operating income 4,497 3,902 3,737 Result from ordinary activities 5,368 4,522 3,540 Net income (group share) 3,606 2,513 1,696 Operating cash flow 6,383 5,751 5,681 Capital expenditures 3,826 3,543 2,927 Shareholders’ equity (group share) 19,504 16,511 8,030 Net debt 10,449 13,809 11,696 Debt/equity ratio (in %) 46 72 91 Employees (in units) 140,000 157,650 160,700

(1) At the date of this report, GBL holds respectively 9.6% and 13.4%

Suez’s contribution to GBL’s adjusted net assets and Contribution to GBL’s adjusted net assets result

The stock market value of GBL’s 8.0% stake in Suez at end 2006 came to EUR 3,990 million, as against EUR 2,418 million a year earlier. The acquisition in 2006 of 9.8 million Suez shares on the Stock Exchange and the appreciation of the Suez share price (+ 49.2%) explain the greater weight of the Suez holding on adjusted net assets from year to the next (up by EUR 1,572 million). The Suez contribution to GBL’s adjusted net assets rose from 21.8% to 23.8%.

The contribution of Suez to GBL’s net income in 2006 corresponds to its net dividend payout, which amounted to EUR 78 million. This figure resulted from the distribution of a Suez dividend of EUR 1.00, 23.8% a 25.0% increase over its previous level.

EUR 3,990 million (EUR 2,418 million in 2005)

Number of GBL representatives in statutory bodies in 2006: 3

GBL Suez / 21 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.lafarge.com

Lafarge financial communication Stéphanie Tessier Tel.: +33-1-44.34.92.32 Fax: +33-1-44.34.12.23 e-mail: [email protected] WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 With a presence in over 70 countries, Lafarge is the world’s leader in building materials: Cement, Aggregates & Concrete and Gypsum

Activities Cement The Cement business operated in a climate of major increases in the Lafarge holds a leading position in each of its business divisions: costs of energy, transport and raw materials, but these were largely number one worldwide in Cement, number two worldwide in offset by price increases on most of its markets. Aggregates & Concrete, and number three worldwide in Gypsum. Sales volumes rose from 123 million tonnes to 132 million tonnes, primarily in the emerging countries, whose contribution to current Key events in 2006 operating income rose to 49% compared to 47% in 2005.

2006 was a year of transformation for Lafarge, with the acquisition of Turnover for the Cement division rose by 16.0% to EUR 9,641 million, minority shareholdings in Lafarge North America, the sale of its Roofing compared to EUR 8,314 million in 2005, sustained by a favourable division and the launch of the strategic plan, Excellence 2008. exchange rate impact of 0.9% and a scope effect of 1.2%, related essentially to the creation of Lafarge-Shui On joint venture in China The year also saw a sharp increase in Lafarge’s results, resulting from and the acquisition by the joint venture of operations in Yunnan. a favourable environment on its markets, strong organic growth and At comparable scope and exchange rates, turnover increased by cost control. The favourable trend continued during the last quarter of 13.9%. The price and product mix increases impact (+ 8.6%) were the year and strong results are expected to continue in 2007. the drivers of this performance. Growth in volume of sales accelerated to 5.3% (2.2% in 2005), particularly in Europe and in the emerging countries, while North America registered a slowdown.

Aggregates & Concrete Turnover for the Aggregates & Concrete division was also in large measure determined by the impact of higher energy costs. Growth resulted primarily from strong pricing gains on all product lines, combined with positive volume trends on certain markets, in particular in Western and Central Europe. Investments in growing markets also contributed to year-on-year sales improvement.

Turnover of the Aggregates & Concrete division added up to EUR 6,449 million, an increase of 19.6% over 2005. Exchange rate fluctuations had a positive impact of 1.5%. Group consolidation changes accounted for an increase in sales of 3.9%, mainly from the impact of acquisitions in Central Europe and North America. At comparable scope and exchange rates, turnover grew by 14.2% over 2005, i.e. a 12.4% progression in aggregates (2.9% in volume and 9.5% in price and product mix) and 16.4% in ready-mix concrete (7.3% in volume and 9.1% in price and product mix).

GBL Lafarge / 23 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Gypsum Net loss on discontinued operations amounted to EUR 4 million, as Higher sales were partly driven by favourable pricing conditions in compared to a profit of EUR 97 million in 2005. In spite of growth in North America up to the end of July and to the good market operating results, this loss stemmed from the write-off in 2006 of a environment in Western Europe. 2006 also saw the inauguration of deferred tax recorded in 2005. new production lines in Vietnam and Morocco. Net income, group share, increased by 25.2% to EUR 1,372 million, Turnover by the Gypsum division rose by 10.3% to EUR 1,632 million, compared to EUR 1,096 million in 2005. Minority interests declined compared to EUR 1,479 million in 2005, including a positive by 33.8% further to the acquisition of minority interests in Lafarge exchange rate impact of 0.2% and a negative consolidation scope North America. impact of 1.4%. At comparable scope and exchange rates, turnover expanded by 11.5%, which included volume growth of 2.5% and a Cash flow from operations added up to EUR 2,639 million, favourable price and product mix, particularly in North America. while investments amounted to EUR 4,814 million, compared to EUR 1,715 million in 2005. Sustaining capital expenditures rose Roofing (discontinued operations) by 13.2% to EUR 978 million and internal development capital The Roofing division, the disposal of which will be finalised in the expenditures climbed by 61.4% to EUR 549 million. These essentially first quarter of 2007, is entered in the group’s income statement as concerned the construction of new cement production capacities in discontinued operations. Sales for this activity increased by 7.3% to growth countries. Acquisitions amounted to EUR 3,287 million and EUR 1,624 million in 2006, compared to EUR 1,514 million in included the buyback of minority interests in Lafarge North America in 2005, driven in particular by the overall positive market situation in the amount of EUR 2,884 million, while asset disposals amounted to Western Europe. EUR 180 million. Consolidated net financial debt was up by 36.3% to EUR 9,845 million on 31 December 2006, as compared to EUR 7,221 million at end 2005. Financial report The General Meeting of shareholders, on 3 May 2007, will be asked Lafarge’s turnover amounted to EUR 16,909 million, an increase of to approve a net dividend of EUR 3.00 per share (up by 17.6% over 16.7% over 2005. This result stemmed from organic growth, which 2005), payable from 25 May 2007. The company has announced its was favoured by the group’s solid positions on its different markets. intention of making use in 2007 of its share buyback authorisation in At constant scope and exchange rates, turnover rose by 13.9% under the amount of EUR 500 million. the positive influence of generally favourable market conditions and active sale price management to cover sharp increases in costs in most of the group’s markets.

Current operating income grew to EUR 2,772 million, a 23.4% increase (23.1% at constant scope and exchange rates). All divisions showed vigorous growth: • in Cement, current operating income expanded by 18.8% to EUR 2,103 million. This improvement of margins from 21.3% to 21.8% was linked to both higher sales volumes, price increases in a context of rising costs, and additional cement and clinker purchases; • In Aggregates & Concrete, current operating income increased by 41.7% to EUR 564 million, with operating margins rising from 7.4% to 8.7%. This performance was driven by price increases combined with cost control, as well as the further growth in value added products; • in Gypsum, current operating income expanded by 31.1% to EUR 198 million. This increase in margins from 10.2% to 12.1% resulted basically from price increases in North America and strong volumes and prices in Western Europe.

Net income from continuing operations amounted to EUR 1,593 million (+ 20.0%). This includes the restructuring provision of EUR 99 million relating to the Excellence 2008 plan, a financial result that reflects higher financial expenses linked to the acquisition of minority shareholdings in Lafarge North America and the increase in the effective taxation rate to 28.3% in 2006, up from 26.2% in 2005.

GBL Lafarge / 24 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Data stated in accordance with the IFRS Stock Exchange data 2006 2005(1) 2004 (1) Number of shares in issue 176,625,142 175,985,303 170,919,078 Percentage of the share capital 15.9 3.4 - Percentage of the voting rights 14.8 3.3 - Share price 112.70 76.00 71.00 Market capitalisation (in EUR million) 19,834 13,344 12,135 Net income per share (group share) 7.86 6.39 6.26 Net income per share diluted (group share) 7.75 6.34 6.13 Net dividend per share 3.00 2.55 2.40 Operating data in EUR million 2006 2005 2004 Turnover 16,909 14,490 12,976 Current operating income 2,772 2,246 2,039 Net income (group share) 1,372 1,096 1,046 Operating cash flow (2) 2,639 2,085 1,922 Capital expenditures 1,639 1,313 1,008 Shareholders’ equity (group share) 10,403 9,758 7,782 Net debt 9,845 7,221 8,358 Debt/equity ratio (in %) 83 59 84 Employees (in units) 71,000 80,146 77,075

(1) Adjusted in compliance with IFRS 5 requirements, for the planned disposal of the Roofing division (2) Current operating income plus net depreciation and provisions (EBITDA) less taxes on current operating income, excluding cash flow from operations related to the Roofing division

Lafarge’s contribution to GBL’s adjusted net Contribution to GBL’s adjusted net assets assets and result

GBL’s stake in Lafarge, which amounted to 3.4% at end 2005, increased to 15.9% at end 2006. Its stock market value came to EUR 3,170 million, compared to EUR 450 million, an increase of EUR 2,720 million due to the increase in the shareholding and the appreciation (+ 48.3%) of the share price. Lafarge contributed 18.9% to GBL’s adjusted net assets.

The contribution by Lafarge to GBL’s net income for 2006 corresponds to the net dividend collected by GBL for the first time from the cement group, i.e. EUR 39 million on the basis of a Lafarge dividend of EUR 2.55. 18.9%

EUR 3,170 million (EUR 450 million in 2005)

Number of GBL representatives in statutory bodies in 2006: 0

GBL Lafarge / 25 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.imerys.com

Imerys financial communication Isabelle Biarnès Tel.: +33-1-49.55.63.91 Fax: +33-1-49.55.63.98 e-mail: [email protected] WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 With a presence in 45 countries and more than 250 industrial sites, Imerys is the worldwide leader in adding value to minerals

Activities Specialty Minerals In 2006, this division’s markets showed contrasting conditions: Imerys has leading positions in each of its four business groups: • performance mineral markets (paint, plastics, adhesives, etc.) Specialty Minerals, Pigments for Paper, Materials & Monolithics, focused greatly on Europe, particularly thanks to their good Refractories, Abrasives & Filtration. Its minerals have a great many construction performance. The favourable economic climate in applications in everyday life, including construction, personal care, North America in the first half of the year did, however, record a paper, paint, plastics, ceramics, telecommunications or filtration. significant slowdown in the fourth quarter; • fine ceramic markets were affected by reduced capacities in Western Europe and North America and by the transfer of Key events in 2006 production to Eastern Europe and Latin America; • graphite markets were dynamic, whereas clay markets showed a Throughout the 2006 financial year, Imerys made progress on different downturn owing to increased competition. markets and was affected by restructuring operations particularly in the paper and ceramic industries. The financial year was also marked In this context marked by the weakness of some markets and by increased costs, which were particularly strong in the first six energy price inflation, restructuring efforts were stepped up throughout months and by a slowdown in the construction market in the United this market and industrial investments, which increased to States in the fourth quarter. EUR 61.3 million, focused on improving productivity and selective capacity increases. Imerys continued to grow against that backdrop. Turnover increased by 8.0%, operating profits remained high and, for the fifteenth The Specialty Materials business group’s turnover amounted to consecutive year, net current income was up by 7.2%. EUR 891.9 million, up by 10.2% compared to 2005. This increase takes account of a scope impact of + 8.9% reflecting the acquisitions After a particularly active 2005 in terms of external growth, in 2006, made at the end of the previous financial year. At comparable scope Imerys continued to consolidate the companies it had purchased. The and exchange rates, the improvement of the price/product mix group also started major restructuring in kaolins for paper, which will compensated for the reduction in sales volumes in the latter half of the enable it to establish a sustainably competitive cost platform. The level year, particularly in the United States. of industrial investments remained sustained. Pigments for Paper The year 2006 saw growth in the world’s production of printing and writing paper, estimated at 2.4%. In spite of this mainly favourable context, the existence of excess production capacities on some market segments, particularly in Europe, led to the closing down of a series of production units. This programme is expected to result in better use of European paper producing capacities.

GBL Imerys / 27 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Industrial investments amounted to EUR 60.9 million and Financial report corresponded to the pursuit of the group’s development strategy in calcium carbonates. Furthermore, Imerys announced an investment Imerys’ turnover amounted to EUR 3,288.1 million, up by 8.0% programme totalling EUR 100 million for reorganising its production of compared to 2005. This change takes account of a major consolida- kaolin for paper particularly to limit its exposure to energy costs in tion effect (+ 5.3%). At comparable scope and exchange rates, Great Britain. turnover is up by 3.2% with an improvement of the price/product mix and a slight reduction in sales volumes. The Pigment for Paper business group’s turnover amounted to EUR 762.7 million, up by 1.0% compared to 2005. Excluding scope Current operating income amounted to EUR 458.8 million (+ 5.7%). and exchange rates impact, it is up by 1.4%. This change reflects an For the second consecutive year, the group had to cope with inflation improvement of the price/product mix offset by a reduction in sales from variable costs, mainly energy. In this context, the increase in the volumes further to the closure of factories by some large European current operating income for the financial year resulted from: paper clients and by industrial disruptions in North America. • the contribution of acquisitions, whose impact, net of sales, added up to EUR 20.9 million; Materials & Monolithics • the increase of the price/product mix by EUR 122.5 million which This business group gained the most from strong markets in 2006: compensates for inflation from external costs; • the progress made on the French building materials market • the negative impact of sales volumes (EUR - 17.8 million); continued. The roofing segment was up by 3%, with a slight • the strict control of fixed costs which were almost stable from one increase in single-family housing start-ups and a dynamic period to the next (EUR - 1.7 million). renovation market. For wall bricks, clay products continued to grow (+ 13%) and increased their market share; Over the year, the slowdown in the performance of Specialty Minerals • the monolithic refractory market benefited from a sound level of was more than compensated for by the progress made by the other activity, particularly in the steel industry. three business groups. In total, the group’s operating margin remained high (14.0% in 2006 compared to 14.3% in 2005) and return The investment, rationalisation and industrial and commercial on capital employed amounted to 14.5% in 2006 compared to 14.9% optimisation programmes continued in 2006 and represented most of in 2005. the EUR 45.7 million invested during the year. Net current income, group share, amounted to EUR 308.3 million The Materials & Monolithics business group’s turnover amounted to (+ 7.2%). This increase takes account of stable financial income, EUR 893.0 million, down by 3.2% compared to 2005. This change particularly due to foreign exchange gains, with the effective tax rate results from the sale of the Larivière specialised distribution network. being almost stable at 25.8% in 2006 compared to 26.1% in 2005. At comparable scope and exchange rates, sales were up by 6.4% and reflect the combined impact of the progress made in the price/product In 2006, net income, group share, amounted to EUR 187.4 million, mix and higher sales volumes. compared to EUR 309.4 million the previous year. In 2005, net income comprised EUR 21.8 million in other income and expenses, Refractories, Abrasives & Filtration including the net capital gain on the disposal of Larivière. In 2006, This division’s market environment was mostly favourable during the it comprised an amount, net of tax, of EUR - 120.9 million in other last year: progress was made in steel production and applications in income and expenses resulting from provisions for depreciation of the construction and aeronautics sectors were dynamic. industrial assets, restructuring costs and cost-cutting operations.

Industrial investments increased to EUR 55.7 million. This increase Capital expenditures remained high over the period at resulted from improved operating efficiency and modernisation EUR 217.0 million compared to EUR 251.0 million in 2005. programmes to reduce the impact of higher energy costs and increased capacities. External growth operations had an impact of EUR - 31.1 million on cash flow (EUR - 439.6 million in 2005) and sales of assets amounted Turnover amounted to EUR 787.8 million, up by 30.5% compared to to EUR 17.9 million (EUR 183.9 million in 2005). 2005. This growth reflects the consolidation of World Minerals and AGS as of July 2005 and March 2006 respectively, net of the sale of Imerys continues to have good financial flexibility. Current free cash American Minerals in March 2005. At comparable scope and flow remained at EUR 199.0 million compared to EUR 195.1 million exchange rates, sales were up by 3.6% with an improvement of the in 2005 and net consolidated financial debt dropped to price/product mix. EUR 1,086.1 million at 31 December 2006, compared to EUR 1,140.0 million at the end of 2005. Restructuring of operating structures On 1 January 2007, the group decided to change its operating The General Meeting of shareholders on 2 May 2007 will be asked to organisation, dividing its activities into three business groups in order approve a proposal to distribute a net dividend per share of EUR 1.80 to boost growth and optimise costs, resources and process synergies (up by 9.1% compared to 2005), payable from 15 May 2007. between the different divisions. The three business groups are: Performance Minerals & Pigments, Materials & Monolithics, and Ceramics, Refractories, Abrasives & Filtration.

GBL Imerys / 28 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Data stated in accordance with the IFRS Stock Exchange data 2006 2005 2004 Number of shares in issue 63,334,620 63,971,865 63,450,020 Percentage of share capital 26.4 26.2 26.4 Percentage of voting rights 34.4 20.7 20.7 Share price 67.40 61.10 61.75 Market capitalisation (in EUR million) 4,269 3,909 3,918 Net current income per share (group share) 4.86 4.53 4.12 Net income per share diluted (group share) 2.96 4.83 3.76 Net dividend per share 1.80 1.65 1.50 Operating data in EUR million 2006 2005 2004 Turnover 3,288 3,045 2,871 Current operating income 459 434 422 Net current income (group share) 308 288 261 Net income (group share) 187 309 240 Operating cash flow (1) 522 480 445 Capital expenditures 217 251 194 Shareholders’ equity (group share) 1,630 1,672 1,354 Net debt 1,086 1,140 890 Debt/equity ratio (in %) 66 68 65 Employees (in units) 15,776 15,934 14,088

(1) Current operating income plus net depreciations and provisions (EBITDA) less taxes on current operating income

Imerys’ contribution to GBL’s adjusted net assets and Contribution to GBL’s adjusted net assets result

The stock market value of GBL’s 26.4% stake in Imerys at the end of 2006 amounted to EUR 1,129 million, an increase of EUR 106 million over the previous financial year, reflecting the 10% increase in the Imerys share price over this period. Imerys’ share in GBL’s adjusted net assets amounted to 6.7%.

6.7% Imerys’ contribution to GBL’s net income in 2006 using the equity method amounted to EUR 50 million, down by EUR 32 million compared to 2005. This change results from the cost of the restructuring operations put in place in the kaolin sector, whereas the current net income rose by 7.2%.

EUR 1,129 million (EUR 1,023 million in 2005)

Number of GBL representatives in statutory bodies in 2006: 2

GBL Imerys / 29 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.pernod-ricard.com

Pernod Ricard financial communication manager Manager, Financial communication & Investor relations Francisco de la Vega Denis Fiévet Tel.: +33-1-41.00.40.96 Tel.: +33-1-41.00.41.71 e-mail: [email protected] e-mail: [email protected] WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 The world’s number two in wine and spirits, Pernod Ricard holds a leading position on every continent worldwide

Activities Key events in 2006

Since its founding in 1975, the group has achieved significant internal The year 2006 saw the integration of Allied Domecq, acquired in growth and made numerous acquisitions, in particular Seagram in 2005 with the cooperation of Fortune Brands for EUR 10.7 billion. 2001 and Allied Domecq in 2005. Pernod Ricard has consequently In January 2006, in accordance with their agreements, Pernod Ricard become the world’s second largest company in wines and spirits. transferred to Fortune Brands a number of Allied Domecq brands (in particular Canadian Club, Courvoisier, Sauza and Maker’s Mark), With a large presence on every continent and a strong position in the together with certain of its own brands, such as Larios gin, for a total emerging Asian and South American countries, the group produces value of EUR 4.3 billion. and distributes a wide range of wines and spirits under 15 key brands, 30 local brands that are leaders on their markets and a large number On 30 June 2006, Pernod Ricard had slashed its debt by of regional brands. The group’s leading brands are: EUR 3.6 billion thanks to the cash flow generated by its activities and • Spirits: Ricard, Ballantine’s, Chivas Regal, Malibu, Stolichnaya, the disposal of non-strategic assets or those with competition issues: Havana Club, Beefeater, Kahlua, Jameson, Martell and The Dunkin’ Brands Inc. (sold to a consortium of financial investors for Glenlivet; USD 2.4 billion), Britvic, Bushmills, Glen Grant, etc. These • Wines: Jacob’s Creek, Montana and the champagnes Mumm divestments brought in a pre-tax total of nearly EUR 2.6 billion and net and Perrier Jouët. indebtedness on 30 June 2006 totalled EUR 6.4 billion.

Pernod Ricard integrated the brands acquired from Allied Domecq into its organisation, while maintaining its decentralised model that resides on the coexistence of management by brand and by distribution subsidiary. The speedy integration of Allied Domecq resulted in a synergy level of over 60% for 2005-2006 (the full EUR 270 million in synergy will emerge in 2006-2007), while the integration costs of between EUR 350 and 400 million were less than anticipated (EUR 450 million). The group’s positions have consequently been strengthened through: • a rebalancing of the portfolio towards high-growth products (liqueurs, white spirits, new world wines) and the bolstering of the Premium positioning of the Pernod Ricard range (whiskies, cognac, champagne); • the concentration of efforts on the 15 new strategic brands; • the extension of the distribution network to the countries where Pernod Ricard’s market share was smaller (Mexico, South Korea, Canada, New Zealand and central Europe) as well as a strengthening of structures in high-growth countries (United States, China and Russia).

GBL Pernod Ricard / 31 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial report Net current earnings, group share, amounted to EUR 711 million, a 49.4% increase. Net profit, group share, added up to EUR 639 million The figures presented refer to the 2005-2006 financial year, which (+ 32.1%). This includes an amount of EUR 126 million (after tax) in ended on 30 June 2006. other income and expenses resulting from net capital gains on the disposal of shares in the amount of EUR 326 million and restructuring On 30 June 2006, the turnover for the new consolidated group expenses of EUR 333 million, as well as acquisition expenses of amounted to EUR 6,066 million, an increase of 68%. Turnover for EUR 54 million. Pernod Ricard’s historic portfolio came to EUR 3,676 million, an organic growth of 4.4%. The scope effect linked to the contribution of The General Meeting of shareholders on 7 November 2006 approved the Allied Domecq brands (turnover of EUR 2,390 million) represented the distribution of a net dividend per share of EUR 2.52 (a 17% + 61% and the exchange rate effect + 3.1%. From the geographical increase over 2005). An advance payment of EUR 1.12 was standpoint, growth was higher in the Americas and in Asia/rest of the distributed on 5 July 2006 and the balance of EUR 1.40 was paid on world than in Europe: 15 November 2006. • Asia, the group’s most dynamic growth area and the engine of its expansion (+ 9.6%), included spectacular progress in China The Board of Directors decided on 16 January 2007 to increase the (volumes + 50%), but also in South Korea and India, whereas company’s share capital through the incorporation of reserves and the Thailand suffered from an unstable political and economic distribution of shares in the amount of one new share for every five environment. existing shares held. These new shares will be eligible for dividends to • The Americas (+ 6.7%) proved to be the region benefiting the be paid for the 2006-2007 financial year. most from the acquisition of Allied Domecq. Pernod Ricard strengthened its positions on the North American markets and now On 31 December 2006 (first half of the 2006-2007 financial year), holds the number one position in Latin America, a constantly turnover had risen by 7.3% to EUR 3,507 million. This growth expanding market. resulted from an internal expansion of 9.7%, an unfavourable • Europe, apart from France (- 1.6%), the group’s number one exchange rate effect of 2.7% and a scope effect of 0.7%. Spirits region with more than 30% of sales volumes, showed contrasting registered internal growth of 12.5%, primarily as a result of the strong results due to unfavourable economic conditions. performances in Asia/rest of the world and the Americas. Turnover • The French market continued being affected by a downturn in in the wine division slipped by 1.1% due to a decline in Australian consumption. In spite of an approximate 1% decrease in activity wine brands. during the year, there was a return to internal growth towards the end of the period.

The group’s historic portfolio showed vigorous growth, particularly on its Premium brands, with double-digit expansion in terms of volumes for Chivas Regal (+ 11%), Martell (+ 11%), Jameson (+ 12%), Havana Club (+ 13%) and The Glenlivet (+ 10%). These international brands continue to drive the group’s organic growth, which is also sustained by local successful brands (Royal Stag in India, Ruavieja in Spain and Montilla in Brazil). The brands taken over from the Allied Domecq portfolio, especially Ballantine’s and Beefeater, were affected during the year by a non-recurring phenomenon of a rundown of inventories on certain markets where stocks were abnormally high.

Current operating earnings amounted to EUR 1,255 million (+ 72%) thanks to the acquisition of Allied Domecq, the realisation of synergies effects and the decline in the ratio of structural costs to turnover. The financial income came to EUR - 410 million (EUR - 88 million in 2004-2005) owing to the increased financial debt.

GBL Pernod Ricard / 32 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Data stated in accordance with the IFRS

Stock Exchange data (before distribution of shares free of charge) (1) 30 June 2006 30 June 2005(2) 31 December 2003 Number of shares in issue 94,061,439 70,484,081 70,484,081 Percentage of share capital - - - Percentage of voting rights - - - Share price 155.00 132.00 88.15 Market capitalisation (in EUR million) 14,580 9,304 6,213 Net income per share diluted (group share) (3) 7.29 6.81 6.25 Net dividend per share 2.52 2.15 1.96 Operating data in EUR million 30 June 2006 30 June 2005(2) 31 December 2003 Turnover 6,066 3,611 3,534 Current operating income 1,255 729 739 Net current income (group share) 711 476 464 Net income (group share) 639 484 464 Cash flow from operations 988 791 473 Capital expenditures 338 154 116 Shareholders’ equity (group share) 5,700 2,530 2,731 Net debt 6,351 2,145 2,109 Debt/equity ratio (in %) 108 84 77 Employees (in units) 17,602 12,304 12,254

(1) The Board of Directors adopted a decision to increase the company’s share capital, on 16 January 2007, through the incorporation of reserves and the distribution of shares in the amount of one new share distributed for every five existing shares held. These new shares will entitle their holders to dividends to be paid for financial year 2006-2007. The Stock Exchange data are presented on the basis of the number of shares existing prior to such distribution (2) The results for the periods ended 30 June 2005 and 30 June 2006 were prepared in accordance with the IFRS, while the figures for the period ended 31 December 2003 were prepared on the basis of French standards. The 2005 results cover a 12 months period (3) On the basis of the average number of issued shares, excluding treasury shares, diluted

Pernod Ricard’s contribution to GBL’s adjusted net Contribution to GBL’s adjusted net assets assets

In the fourth quarter of 2006, GBL gradually acquired shares of Pernod Ricard on the Stock Exchange and is continuing to build up its shareholding in 2007.

2.7% On 31 December 2006, GBL owned a 2.8% stake in Pernod Ricard. On that date, the stock market value of that shareholding amounted to EUR 446 million and represented 2.7% of the group’s adjusted net assets. Pernod Ricard did not contribute to GBL’s results for 2006 since GBL collected no dividends on its shareholding during the year.

On 26 January 2007, GBL announced that it had raised its stake in Pernod Ricard to 5.1%.

EUR 446 million

Number of GBL representatives in statutory bodies in 2006: 0

GBL Pernod Ricard / 33 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Bertelsmann

A top-ranked private international group in which GBL held joint The group’s consolidated income added up to EUR 9.1 billion control (25.1%), alongside the Mohn family, up until the end of the on 30 June 2006, a 14.5% increase over the first half of 2005 first half of 2006, Bertelsmann is a major and diversified operator in (EUR 8.0 billion). The rise in turnover resulted primarily from the the media sector. investments made in the course of 2005, with organic growth in the firm’s activities reaching 4.0% (1.2% at mid-2005), a development Bertelsmann’s activities are organised into six autonomous divisions, that was particularly pronounced in the case of RTL Group. each of which holds a leading international position in production, marketing and distribution of media content and services: Operating EBIT at mid-2006 came to EUR 701 million, an increase of • RTL Group is the European leader in television, radio and TV 8.9% over its level of June 2005 (EUR 644 million). Operational production; its activities encompass a network of 34 commercial profitability amounted to 7.7%, a slight dip from the previous year’s television channels and radio stations broadcasting in 11 countries figure (8.0%). built primarily on the RTL Television families in Germany, M6 and RTL Radio in France, Five in the United Kingdom, RTL in Benelux Net income, group share, amounted to EUR 243 million, i.e. an 8.5% and Antena 3 in Spain. increase over its 2005 level; GBL’s share came to EUR 61 million. • Random House has a portfolio of some 100 independent publishing companies, making it the world’s biggest publisher of paperback and hardback fiction for adults and children. • Gruner + Jahr is Europe’s leader in magazine publishing. • Bertelsmann Music Group (BMG) comprises the 50-50 joint venture Sony BMG Music Entertainment, the second largest recorded music company, along with publishing activities through BMG Music Publishing. • Arvato is one of the top-ranking international media service providers, with activities as printing, data storage, management and processing, tasks logistics, administrative services, … • Direct Group Bertelsmann is active in direct sales activities (book, music and DVD clubs, bookshops, etc.) worldwide.

During the first half of 2006, which saw a favourable environment on the whole for the media business, Bertelsmann’s performance at end June was led by the expansion of its different businesses, with operating profits varying in terms of the activity.

Turnover Operating EBIT in EUR million 30 June 2006 30 June 2005 30 June 2006 30 June 2005 RTL Group 2,854 2,397 471 371 Random House 859 799 48 48 Gruner + Jahr 1,374 1,188 111 126 BMG 888 952 2 48 Arvato 2,202 1,874 96 100 Direct Group 1,264 1,016 13 (11) Total of the divisions 9,441 8,226 741 682 Corporate and consolidation (297) (238) (40) (38) Group’s total 9,144 7,988 701 644

GBL Bertelsmann / 34 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Other investments

PAI Europe III (PAI) With these latest acquisitions, the Sagard I fund concluded its investment period on 31 July 2006, and after divestments in Of GBL’s 2001 subscription undertaking of EUR 40 million in AFE and Le Moniteur, the group still held 10 investments on PAI (EUR 1,816 million), it had paid EUR 38 million as of 31 December 2006. 31 December 2006 and collected cumulated dividends of over EUR 26 million. State of play of Sagard II fund On 31 December 2006, GBL had invested a total of EUR 1 million in During 2006, PAI implemented refinancing operations on FTE this new fund. Automotive, Compagnie Européenne de Prévoyance, Chr Hansen and Saur. An initial transaction was finalised in January 2007: Aliplast, one of Europe’s leaders in closure systems and aluminium sections for During the summer of 2006, it also recapitalised Vivarte and Saeco windows, doors, verandas and curtain-walls. The company deals which, together with the refinancing operations, made it possible to primarily with window manufacturers and installers from its different reimburse investors. production sites in Belgium, France, the United Kingdom, Poland and China. When Neuf Cegetel was floated on the Stock Exchange in late October 2006, the fund sold 50% of its investment on the Stock Exchange, and the remainder was placed under lock-up for six months. Ergon Capital Partners (ECP)

During that same period, United Biscuits, owned since 2000 and ECP is a private equity fund set up in February 2005 by GBL in 2001 by PAI LBO Fund and PAI, was sold by auction to Blackstone partnership with Parcom Ventures, an ING subsidiary. With the group and to the PAI Europe IV fund. creation of a second fund in December 2006, ECP has a total investment capacity of EUR 500 million. The company invests in firms At end December 2006, PAI granted exclusivity to Charterhouse in the with leading positions on growth markets offering expansion opportu- context of the disposal of Vivarte, a major French operator in clothing nities, and located primarily in Belgium, Italy, Spain and France. and footwear distribution. The deal is set to be closed in March 2007. In February 2006, ECP paid EUR 24.3 million for an 80% stake in As a result of all the different transactions effected in 2006, GBL had King Benelux, the biggest wholesaler and distributor of consumer a capital gain of EUR 1.9 million. Revaluations at fair value on PAI goods for a wide range of industries and sectors, including health, amounted to EUR 24 million at end December 2006 on a cumulative public institutions, catering and cleaning. basis. In November 2006, ECP hiked up its investment in King Benelux by EUR 2.6 million on the occasion of the King Benelux takeover of In January 2007, PAI received a bid from the Permira fund on the Variapack, Belgium’s leader in food packaging products. disposal of Provimi at a price of EUR 30 per share. This transaction must be cleared by the competent antitrust authorities. In April 2006, ECP acquired a share giving it joint control over La Gardenia, the leading perfume distribution chain in Tuscany and Italy’s fourth largest perfume distributor, at a cost of EUR 27.3 million, and Sagard Private Equity Partners (Sagard) in Seves, the world’s number-one manufacturer of glass insulators used on high-voltage electrical lines and glass bricks used in the construc- In 2002, GBL made an undertaking to subscribe to the initial Sagard tion industry, at a cost of EUR 45.3 million. fund (Sagard I FCPR) in the amount of EUR 50 million, out of a total of EUR 536 million. During financial year 2006, GBL subscribed to In July 2006, the stake in Stroili & Franco was partially sold. Sagard’s successor, Sagard II, in the amount of EUR 150 million, out of a total of EUR 1,010 million. At the end of 2006, two agreements were signed with a view to the takeover of Belgian firms: the first for a shareholding in Aliplast, one of State of play of Sagard initial fund the leading manufacturers of aluminium frames for windows, doors On 31 December 2006, GBL had paid a total of EUR 44 million and and verandas, alongside Sagard; and the second for a majority collected dividend payouts from Sagard adding up to EUR 14 million on shareholding in Joris Ide Group, the top-ranking independent a cumulative basis. manufacturer of steel roofing and siding sections in Benelux. The acquisition of Aliplast was concluded in January 2007, at a cost of In 2006, Sagard pursued its investment policy and expanded its EUR 35.8 million. portfolio by acquiring shares in: • Souriau, an industrial company that manufactures high-value- added connectors resistant to harsh environments. • Régie Linge, number three in France in the leasing and maintenance of flat work, work clothing and hygiene items. • Dépolabo, number one pharmaceutical depository in France. • Olympia, one of the leading independent groups in Europe in the sector of alternative management.

GBL Other investments / 35 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 GBL / 36 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Accounts at 31 December 2006

Consolidated financial statements Consolidated income statement 38 Consolidated balance sheet 39 Consolidated cash flow statement 40 Statement of changes in shareholders’ equity 41 Accounting policy 42 Notes 46 Statutory Auditor’s report 61 Non-consolidated summary balance sheet and income statement 62 Dividend policy 64 Historical data 65 Summary of GBL's investments since 2004 65 Consolidated figures over 10 years 68

GBL Accounts at 31 December / 37 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Consolidated income statement for the period ended 31 December in EUR million Notes 2006 2005 2004 Net earnings from associated companies 1 70.7 83.2 62.5

Result on discontinued operations 2 2,487.0 259.6 323.8 Share of net earnings 61.0 220.9 259.0 Net dividend 48.0 38.7 64.8 Net capital gain 2,378.0 - -

Net dividends on investments 3 257.2 169.3 186.0 Gross dividends 302.3 199.2 218.9 Withholding taxes (45.1) (29.9) (32.9)

Interest income and expenses 4 38.2 1.2 3.7 Non-current assets 2.0 2.8 1.7 Current assets 59.5 10.0 6.9 Financial debt (23.3) (11.6) (4.9)

Other financial income and expenses 28.5 21.5 1.8 Gains on trading assets and derivatives 5 29.6 23.3 2.5 Other (1.1) (1.8) (0.7)

Other operating income and expenses 6 (28.6) (19.0) (18.6)

Earnings on disposals and impairments of non-current assets 7 11.7 6.5 37.5

Taxes 8 18.6 0.7 (2.7)

Consolidated result of the period 2,883.3 523.0 594.0 Minority interests 0.0 0.0 0.0

Share of the group in the consolidated result 2,883.3 523.0 594.0

Basic earnings per share 12 20.76 3.94 4.50 Diluted earnings per share 12 20.73 3.93 4.46

In application of IFRS 5, the impact of the sale of Bertelsmann has been clearly identified in the section “Result on discontinued operations”. Consequently, the presentation of the 2005 and 2004 results has been modified for the sake of comparability and readability with respect to 31 December 2006. This modification in the presentation does not affect the net results published in the preceding years.

GBL Consolidated financial statements / 38 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Consolidated balance sheet for the period ended 31 December in EUR million Notes 2006 2005 2004 Non-current assets 13,496.0 10,533.6 7,543.1 Tangible assets 9 17.0 16.6 15.4 Investments 13,471.6 10,515.1 7,524.5 Shareholdings in associated companies 1 536.6 2,582.7 2,279.4 Investments available-for-sale 3 12,935.0 7,932.4 5,245.1 Other non-current assets 6.9 1.4 0.0 Deferred tax assets 8 0.5 0.5 3.2

Current assets 2,737.2 123.6 411.4 Trading assets 5 43.4 34.8 57.3 Cash and cash equivalents 4 2,648.2 82.5 315.8 Other assets 13 45.6 6.3 38.3

Total assets 16,233.2 10,657.2 7,954.5

Shareholders' equity 15,682.0 10,159.7 7,911.6 Capital 11 595.7 559.8 559.8 Share premium account 11 2,690.7 2,023.3 2,023.3 Reserves 12,395.6 7,576.6 5,328.5 Minority interests 0.0 0.0 0.0

Non-current liabilities 434.6 437.6 22.5 Exchangeable bonds 4 412.7 409.0 0.0 Other financial debt 4 15.2 20.0 17.3 Deferred tax liabilities 8 5.8 6.7 2.9 Provisions 0.9 1.9 2.3

Current liabilities 116.6 59.9 20.4 Financial debt 4.3 1.4 1.4 Tax liabilities 3.4 1.9 1.7 Derivatives 5 35.4 11.0 7.1 Other creditors 13 73.5 45.6 10.2

Total liabilities and shareholders’ equity 16,233.2 10,657.2 7,954.5

GBL Consolidated financial statements / 39 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Consolidated cash flow statement

in EUR million 2006 2005 2004 Cash flow from current operations 421.8 401.3 268.6

Net earnings before interest and taxes 2,826.5 521.1 593.0 Adjustments for: Net earnings from associated companies (131.7) (304.1) (321.5) Result on discontinued operations (2,378.0) - - Dividends paid by associated companies 100.8 106.4 76.1 Fair value revaluation (12.9) (2.4) 0.8 Earnings on disposals and impairments of non-current assets (11.7) (6.5) (37.5) Other 1.2 1.0 1.0 Interest income and expenses received (paid) 9.2 12.1 1.4 Taxes received 9.3 - -

Change in trading securities and derivatives (8.6) 22.5 (26.7) Change in working capital requirements 17.7 51.2 (18.0)

Cash flow from investing activities 1,668.5 (874.9) 52.6

Acquisitions of: Investments (2,897.7) (900.0) - Tangibles assets (3.2) (0.3) (0.4) Other financial assets (37.7) (186.8) (31.5)

Proceeds from disposals of tangible assets 0.1 0.2 0.1 Disposals on investments and other financial assets 4,607.0 212.0 84.4 of which disposal of Bertelsmann 4,500.0 - -

Cash flow from funding activities 475.4 240.3 (520.3)

Net capital increase 703.3 - - Dividends paid (228.8) (212.4) (196.8) Amounts received from financial debt - 428.0 2.5 Repayment of financial debt (2.7) - (334.0) Net changes in treasury shares 3.6 24.7 8.0

Net increase (decrease) in cash and cash equivalents 2,565.7 (233.3) (199.1)

Cash and cash equivalents at beginning of financial year 82.5 315.8 514.9 Cash and cash equivalents at end of financial year 2,648.2 82.5 315.8

GBL Consolidated financial statements / 40 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Statement of changes in shareholders’ equity

Share Differences Exchangeable Capital premium Revaluation on Treasury bonds Retained in EUR million subscribed account reserve translation shares 2005-2012 earnings Total Notes 11 11 3 1 11 4 11

At 31 December 2003 559.8 2,023.3 1,142.0 (13.5) (220.4) 0.0 3,475.2 6,966.4 Imerys difference (IFRS 1) - - - 39.5 - - (75.8) (36.3)

At 1 January 2004 559.8 2,023.3 1,142.0 26.0 (220.4) 0.0 3,399.4 6,930.1 Fair value of investments - - 598.2 - - - - 598.2 Differences on translation - - - (115.8) - - - (115.8) Other ------94.8 94.8 Elements of expenses and income directly inputted in shareholders’ equity 0.0 0.0 598.2 (115.8) 0.0 0.0 94.8 577.2 Result of the period ------594.0 594.0 Total of expenses and income for the period 0.0 0.0 598.2 (115.8) 0.0 0.0 688.8 1,171.2 Dividends ------(196.8) (196.8) Movements on treasury shares - - - - 6.2 - 0.9 7.1 Total of movements 0.0 0.0 598.2 (115.8) 6.2 0.0 492.9 981.5

At 31 December 2004 559.8 2,023.3 1,740.2 (89.8) (214.2) 0.0 3,892.3 7,911.6 Fair value of investments - - 1,800.0 - - - - 1,800.0 Differences on translation - - - 93.9 - - - 93.9 Option related to exchangeable bonds 2005-2012 - - - - - 17.6 - 17.6 Other ------1.3 1.3 Elements of expenses and income directly inputted in shareholders’ equity 0.0 0.0 1,800.0 93.9 0.0 17.6 1.3 1,912.8 Result of the period ------523.0 523.0 Total of expenses and income for the period 0.0 0.0 1,800.0 93.9 0.0 17.6 524.3 2,435.8 Dividends ------(212.4) (212.4) Movements on treasury shares - - - - 26.3 - (1.6) 24.7 Total of movements 0.0 0.0 1,800.0 93.9 26.3 17.6 310.3 2,248.1

At 31 December 2005 559.8 2,023.3 3,540.2 4.1 (187.9) 17.6 4,202.6 10,159.7 Fair value of investments - - 2,176.6 - - - - 2,176.6 Differences on translation - - - (11.4) - - - (11.4) Net capital increase 35.9 667.4 - - - - - 703.3 Other ------(4.3) (4.3) Elements of expenses and income directly inputted in shareholders’ equity 35.9 667.4 2,176.6 (11.4) 0.0 0.0 (4.3) 2,864.2 Result of the period ------2,883.3 2,883.3 Total of expenses and income for the period 35.9 667.4 2,176.6 (11.4) 0.0 0.0 2,879.0 5,747.5 Dividends ------(228.8) (228.8) Movements on treasury shares - - - - 3.8 - (0.2) 3.6 Total of movements 35.9 667.4 2,176.6 (11.4) 3.8 0.0 2,650.0 5,522.3

At 31 December 2006 595.7 2,690.7 5,716.8 (7.3) (184.1) 17.6 6,852.6 15,682.0

GBL Consolidated financial statements / 41 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Accounting policies

The accounting period covers 12 months and relates to the consolidated financial statements for the period ending 31 December 2006 as drawn up by the Board of Directors at its meeting of 6 March 2007.

General accounting principles and standards The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union. In the context of the internationalization of the financial markets, the harmonization of the European accounting standards and the growing interest among foreign investors, GBL decided to publish its report on the consolidated financial statements in accordance with the IFRS since financial year 2001. The accounts have been prepared in accordance with the historical cost valuation method, except for certain financial instruments, which are stated at their fair value. GBL did not anticipate the application of accounting standards and interpretations, which are effective subsequent to 31 December 2006, and which have been published prior to the authorization date of the publication of the consolidated financial statements. The application of IFRS 7 – Financial Instruments: disclosures –, which entered into effect on 1 January 2007, entails a modification in the information included in the notes relating to the financial instruments. The application of IFRS 8 – Operating segments – which will enter into force in 2009, will require GBL to present certain information concerning the origin of its income and assets. The company decided not to opt for the recognition of actuarial differences directly in shareholders’ equity according to the modification of IAS 19 – Employee Benefits – which is effective from 2006. The application of these new standards and interpretations in the coming financial years should not have any significant impact on the consolidated financial statements. The closing date of the major subsidiaries and associated companies accounts is 31 December.

Methods and scope of consolidation The consolidated financial statements, stated before appropriation of profit, include those of GBL and its subsidiaries (“the Group”) and the interests of the Group in joint ventures and associated companies.

Controlled companies Companies controlled by the Group are fully consolidated. Control is presumed to exist when the Group holds more than 50% of voting rights of an entity, directly or indirectly. The equity method is applied to companies jointly controlled with the Group’s partners (joint ventures). Intra-group balances and transactions and latent income have been eliminated. Newly-acquired companies are consolidated from the date of control of those acquisitions.

Associated companies If the Group has a significant influence in a company, the interest it holds in that company is treated as an associated company. The exercise of significant influence is presumed to exist if the group holds more than 20% of the voting rights, directly or indirectly through its subsidiaries. Associated companies are entered in the consolidated financial statements under the equity method.

Business combinations and goodwill When the Group acquires a business, the assets, liabilities, and possible identifiable liabilities of the acquired entity are recorded at fair value. The difference between the acquisition cost and the fair value of the identifiable net assets acquired constitutes the goodwill and is shown under assets on the balance sheet. Goodwill is subjected to an annual depreciation test, which consists of comparing the recoverable amount of the cash generating units to which the goodwill has been allocated at their book value (including goodwill). If the latter is higher, an impairment must be recorded. Any resulting negative goodwill is recorded as income in the income statement.

Tangible assets Tangible assets are recorded at cost, less accumulated and any other specific depreciation. Tangible assets are depreciated over their estimated useful life using the straight-line method.

Investments available-for-sale Investments available-for-sale include investments in companies in which the Group does not exercise a significant influence. The absence of significant influence is presumed if the Group does not hold more than 20% of the voting rights, directly or indirectly. These investments are recorded at fair value based on the share price for listed companies. Any changes in the fair value of those investments are recorded in shareholders’ equity. When an investment is sold, the difference between the net proceeds of the sale and the book value (book value on the date of sale, adjusted by the amount of shareholders’ equity accumulated through periodic revaluations to the fair value of the investment) is recorded as a credit or debit to the income statement.

GBL Consolidated financial statements / 42 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Held-to-maturity investments, loans and receivables Bonds considered as investments held to maturity (subject to the Group having the expressed intention and the ability to hold them to maturity) and loans and receivables issued by the Group are valued at their amortised cost, i.e. the amount at which they were initially recorded in the accounts plus or minus the accumulated amortization of any difference between this initial amount and the amount at maturity, and less any amounts recorded for depreciation or non-recoverability.

Current financial assets Trading securities include derivatives and other such instruments held for trading purposes. They are recorded at fair value at the end of each closure. Any changes in fair value between two closures are recorded in the income statement. Bonds considered as investments held to maturity (subject to the Group having the expressed intention and the ability to hold them to maturity) and loans and receivables issued by the Group are valued at their amortised cost, i.e. the amount at which they were initially recorded in the accounts plus or minus the accumulated amortization of any difference between this initial amount and the amount at maturity, and less any amounts recorded for depreciation or non-recoverability. Cash includes current deposit balances. Cash equivalents include bank deposits and investments with a maturity date equal or of less than three months from the date of acquisition.

Impairment of assets With the exception of goodwill (that would arise with business combinations), which is assessed at least annually for extraordinary impairment, tangible and intangible fixed assets are only examined for an extraordinary impairment when there are indications that the value might be impaired. When there has been an indication of impairment, an estimation will be made of the recoverable value of the asset. The net recoverable value is the higher of either the fair value less the book value and selling costs, or the discounted value of future expected cash flows. When the book value is higher than the recoverable value, the difference will be booked as an impairment charge. A previously booked asset impairment is reversed when the expectations used for the estimation of the recoverable value have changed. The book value of the asset, after reducing the impairment loss previously booked, should not be higher than the net recoverable value that would have been recorded if there had no prior period impairment losses. Any impairment loss on goodwill may not be reversed. With regard to financial assets, the Group will at each financial year-end make an estimation whether there is an objective indication for impairment. If there is an indication, the difference between the accounted value and the depreciated value will be recorded in the income statement.

Taxes Taxes payable on the result of the financial year include both current and deferred taxes. They are recorded in the income statement unless they relate to recorded items directly related to shareholders’ equity, in which case they also are recorded in the accounts in shareholders’ equity. Current taxes are the taxes to be paid on the taxable profit for the financial year and are calculated in accordance with the tax rates in effect or that will be in effect on the last day of the financial year, plus any adjustments relating to prior years. Deferred taxes are calculated in accordance with the variable carry-over method, which is applied to the temporary differences between the book values and tax basis of the assets and liabilities recorded in the balance sheet. The following book to tax differences are disregarded: non-tax-deductible goodwill and initial valuations of assets and liabilities not affecting the book or taxable profit. Deferred taxes are calculated according to the manner in which the related assets and liabilities are expected to be realised or settled, based on the tax rates in effect or that will be in effect on the last day of the financial year. Additionally, deferred tax liabilities related to investments in subsidiaries are not recorded when the Group is able to control the date on which the temporary difference will reverse and when the Group does not expect the temporary difference to reverse within a foreseeable future. Deferred tax assets are recorded if the taxable profits are likely to materialise in such a manner as to allow them to be offset against tax losses and tax credits. Deferred tax assets are not recorded in the accounts if it is unlikely that the taxable profits against which they could be offset will be realised.

Treasury shares When treasury shares are bought or sold by GBL, the amount paid or received is recorded as a decrease or increase in shareholders’ equity. Movements in these shares are shown in the statement of changes in shareholders’ equity. No profits or losses on these movements are recorded in the income statement.

GBL Consolidated financial statements / 43 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Stock option plan GBL share options GBL share options are not reflected in consolidated financial statements as the attribution of the options was prior to 7 November 2002. IFRS 2 – Share based payments –, applied for the first time in 2005, only requires an accounting treatment for options attributed after that date. There have been no other attributions since that date, and no costs have been included in the income statement.

Pargesa share options The Pargesa shares, corresponding to the options issued, are held by GBL and included under trading securities. Options are entered in liabilities in the balance sheet. The changes in fair value of shares and options are recorded in income statement.

Pensions and similar obligations The Group’s commitments for defined pension plans and similar obligations are valued using the Projected Unit Credit method in compliance with the IAS 19. If cumulative actuarial differences are higher than the greater of the following two amounts: • 10% of the present value of the commitments for pension plans; • 10% of the fair value of the assets assigned to cover these commitments; the excess is depreciated over the average number of remaining working years of the employees covered by the plan. This method, relating to treatment of the actuarial differences, has been used since financial year 2004.

Appropriation of profit Dividends paid by GBL to its shareholders are included as a reduction of shareholders’ equity for their gross amount, i.e. before withholding tax. The financial statements are established before appropriation of profit.

Provisions Provisions are recorded at the end of each financial year when a company of the Group has a legal or implicit obligation resulting from a past event, when it is probable that an amount will have to be paid out to settle this obligation, and if the amount of the obligation can be determined reliably. The amount recorded as a provision should be most accurate estimation of the expenditure required to meet the obligation existing on the last day of the financial year. Provisions for restructuring are not recorded unless the Group has approved a detailed and formal restructuring plan and the restructuring has either begun or been publicly announced. Costs relating to the Group’s current operations are not taken into account.

Current and non-current debt Non-current debt (bank loans, bonds) and current debt (bank deposits, bonds) are initially recorded in the accounts at their fair value less, in the case of a financial liability that has not been recorded at fair value through the income statement, the transaction costs that are directly imputed to the acquisition or release of the financial liability. After initial recording, they are valued at their amortised cost (initial amount less repayments of principal plus or minus the cumulative amortization of any difference between the initial amount and their value on maturity).

Exchangeable loans The exchangeable loans issued by the Group are considered as hybrid instruments. At the date of issue, the fair value of the liability component is estimated based on the prevailing market interest rate for similar non-exchangeable bonds. The difference between the proceeds of issuance of the exchangeable bond and the fair value assigned to the debt component, representing the embedded option to exchange the bonds into shares is included in the shareholders’ equity. The exchange cost of the liability component is calculated by applying the prevailing interest market rate.

Derivatives Derivative financial instruments are recorded at their fair value at the end of each financial year. Changes in fair value between two closures are recorded in the income statement.

Items denominated in foreign currencies Assets and liabilities denominated in foreign currencies in the accounts of Group’s companies are translated into euros utilizing the exchange rates of the last day of the financial year. Unrealised differences on translation resulting from the application of this methodology are recorded as gains and losses. Non-monetary assets and liabilities are recorded using the exchange rates applicable on the date of the transaction. In the consolidated financial statements, differences on translation on the shareholders’ equity of fully consolidated companies and companies consolidated using the equity method are not recorded in the income statement, but are included in shareholders’ equity under the “Differences on translation” heading. Gains and losses in foreign currencies are translated into euros at the average exchange rates for the financial year. Translation differences arising from the difference between average rates and year-end rates are included in shareholders’ equity under the “Differences on translation” heading.

GBL Consolidated financial statements / 44 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Interest Interest income and expenses include interest to be paid on loans and interest to be received on deposits. Interest income received is recorded prorata temporis in the income statement, taking into account the effective interest rate on the deposit.

Dividends Dividends relating to investments available-for-sale or trading securities are booked on the date at which their distribution is determined. The amount of withholding tax is recorded as a deduction of gross dividends.

Information by sector As a result of the Group’s activities as a holding company, it is not possible to present information by sector of operation or geographical area. However, it is possible for readers of the financial statements to find this information with respect to companies in which the Group holds an interest in the section relating to investments as well as in their financial statements.

Exchange rates used Closing rate Average rate 2006 2005 2004 2006 2005 2004 US Dollar 1.32 1.18 1.36 1.25 1.24 1.24 Swiss Franc 1.57 1.56 1.52 - - -

GBL Consolidated financial statements / 45 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Notes

For the sake of consistency, the notes to the financial statements are grouped by nature and not in the order of occurrence of the headings in the income statements and in the balance sheet. This grouping should facilitate the analysis of all factors influencing the financial statements relating to assets and liabilities of the same nature.

1. Companies consolidated using the equity method A. List of associated companies In accordance with the IFRS and in particular the IFRS 5, the sale of Bertelsmann has been recorded in the first half of 2006, and the impact of this transaction on GBL’s results has been identified in the section “Result on discontinued operations” (see note 2.). Consequently, the presentation of the 2005 and 2004 results has been modified for the sake of comparibility and readability with respect to 31 December 2006. The modification in the statement does not affect the net results published in the preceding years.

At the end of December 2006, the private equity company, Ergon Capital Partners II (ECP II), had been set up by GBL in partnership with Parcom Ventures, an ING subsidiary. The percentage of the shares held by GBL amounts to 41.5%. In the remainder of the notes, ECP I and ECP II are jointly stated as ECP.

Name Head office % of shares hold % of voting rights Main 2006 2005 2004 2006 2005 2004 activity Bertelsmann AG Gütersloh - 25.1 25.1 - 25.0 25.0 Media Imerys Paris 26.4 26.4 26.4 34.4 20.7 20.7 Minerals processing Ergon Capital Partners I Brussels 43.0 43.0 - 43.0 43.0 - Private equity Ergon Capital Partners II Brussels 41.5 - - 41.5 - - Private equity

B. Group share of net result in EUR million 2006 2005 2004 Imerys 49.5 81.8 62.5 ECP 21.2 1.4 - Total 70.7 83.2 62.5

Details concerning the evolution of the results of the associated companies are set out in the consolidated earnings analysis on page 8, as well as in the section of the annual report dealing with investments.

Significant non-recurring items in financial year 2006: • In 2006, Imerys’ net income, group share, included an after-tax amount of EUR - 121 million relating to: - provisions for depreciation of industrial assets, redevelopment of sites and restructuration costs related to the important reorganization plan for the kaolin production in Great Britain for a total amount of EUR - 85.9 million; - other costs for an amount of EUR - 45.9 million relating to depreciations of industrial assets and to the cost reduction actions, in which the entire group is investing; - the sale of non-industrial assets for an amount of EUR 10.9 million. • The consolidated result on 31 December 2006 of ECP (EUR 49 million) comprises EUR 31 million of non-realized capital gains on its investment portfolio and EUR 18 million of realized capital gains in the period.

Significant non-recurring items in financial year 2005: • In 2005, the net income of Imerys, group share, comprises EUR 22 million net capital gains on disposals for an amount of EUR 96 million relating to the disinvestment of Larivière and EUR - 74 million of restructuring costs and adjustments to the assets value. • The consolidated result on 31 December 2005 of ECP comprises EUR 5 million of non-realized capital gains on its investment portfolio.

GBL Consolidated financial statements / 46 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Significant non-recurring items in financial year 2004: • The group share taken into account for Imerys in IFRS in 2004 differed from the results stated in French GAAP published by Imerys, which was essentially due to the discontinuation of goodwill amortization. • The early adoption of IFRS 3 – Business Combinations –, stipulating that the straight-line goodwill depreciation method must be replaced by an annual impairment test, had an effect on the contribution of the associated companies. On 31 December 2004, Bertelsmann and Imerys recorded impairments amounting to EUR 26 million and EUR 4 million, respectively. • During its official conversion to IFRS, Imerys applied IFRS 1 – First-time application of International Financial Reporting Standards –, which offers a number of options facilitating the transposition of the accounts into IFRS and generates differences affecting the shareholders’ equity of Imerys. Given the fact that GBL has been publishing consolidated financial statements in accordance with the IFRS since 2001, IFRS 1 cannot be applied. Nevertheless, in order to guarantee uniformity and consistency in the IFRS figures published by Imerys and GBL, all of these differences are entered as such in GBL’s shareholders’ equity. These differences (EUR - 36 million entered into the accounts for GBL’s share on 1 January 2004) mainly relate to pension provisions: the difference between the current value of pension fund assets and the current value of pension commitments was entirely charged against shareholders’ equity on 1 January 2004.

C. Dividends Dividends generated in cash earnings by consolidated companies using the equity method are eliminated and substituted by GBL’s share in their earnings.

D. Share in the shareholders’ equity of associated companies in EUR million Bertelsmann Imerys ECP Total At 31 December 2003 1,673.1 402.1 0.0 2,075.2

Imerys difference (IFRS 1) - (36.3) - (36.3) Earnings for the year 259.0 62.5 - 321.5 Distribution (55.2) (20.9) - (76.1) Differences on translation (100.4) (15.5) - (115.9) Change in revaluation reserves 13.3 2.2 - 15.5 Other 95.2 0.3 - 95.5

At 31 December 2004 1,885.0 394.4 0.0 2,279.4

Modification of scope of consolidation - - 7.9 7.9 Earnings for the year 220.9 81.8 1.4 304.1 Distribution (81.3) (25.1) - (106.4) Differences on translation 59.5 34.5 - 94.0 Change in revaluation reserves 1.5 (2.5) - (1.0) Other 4.7 - - 4.7

At 31 December 2005 2,090.3 483.1 9.3 2,582.7

Exit from scope of consolidation (2,079.3) - - (2,079.3) Investment - - 35.4 35.4 Earnings for the year 61.0 49.5 21.2 131.7 Distribution (72.0) (27.6) (1.3) (100.9) Differences on translation - (29.1) - (29.1) Change in revaluation reserves - 0.6 - 0.6 Other - (4.5) - (4.5)

At 31 December 2006 0.0 472.0 64.6 536.6

The column relating to Imerys contains a goodwill of EUR 41 million, which is identical to the 2005 amount (EUR 42 million in 2004).

GBL Consolidated financial statements / 47 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 E. Differences on translation in EUR million Bertelsmann Imerys Other Total At 31 December 2004 (77.1) (15.0) 2.3 (89.8)

Change during the year 59.5 34.5 (0.1) 93.9

At 31 December 2005 (17.6) 19.5 2.2 4.1

Change during the year 17.6 (29.1) 0.1 (11.4)

At 31 December 2006 0.0 (9.6) 2.3 (7.3)

F. Complementary disclosures Risk factors Among the companies consolidated using the equity method, only Imerys publicly reports on its risk management. The information relating thereto is to be found on page 13.

Aggregated financial information of companies consolidated using the equity method in EUR million 2006 2005 2004 Total assets 4,225.7 27,112.6 24,384.4 Total shareholders’ equity 1,783.1 10,035.2 8,873.0 Total turnover 12,493.5 20,935.2 19,886.5 Total result 479.6 1,192.6 1,272.0

Fair value The fair value of Imerys at closing amounts to EUR 1,129 million. The other companies consolidated using the equity method are unlisted investments.

2. Result on discontinued operations – Sale of Bertelsmann On 25 May 2006, GBL, Bertelsmann and Bertelsmann Verwaltungsgesellschaft mbH controlled by the Mohn family, concluded an agreement in principle relating to the sale of the German group, i.e. the 25.1% held by GBL, for an amount of EUR 4.5 billion. This agreement was adopted by the Board of GBL end May and led to the signature of a sale agreement between the GBL group and Bertelsmann on 28 June 2006. The sale earnings of EUR 4.5 billion have been collected at the start of the third quarter. in EUR million 2006 2005 2004 Share of net earnings 61.0 220.9 259.0 Net dividend 48.0 38.7 64.8 Net capital gains 2,378.0 - - Total contribution 2,487.0 259.6 323.8

The overall contribution of Bertelsmann in 2006, identical to june, amounts to EUR 2,487 million compared to EUR 260 million in 2005. It mainly arises of the net capital gains of the transaction obtained from the sale (EUR 2,378 million).

Bertelsmann, which has been consolidated using the equity method until 30 June 2006, has maintained its share in the net result of EUR 61 million.

In the course of the last three years, GBL received a dividend (EUR 120 million), which exceeds its share in the shareholders’ equity. In consolidation, only the “ordinary” share of the dividend (EUR 72 million in 2006 and EUR 81 million in 2005) is eliminated and an amount of EUR 48 million (EUR 39 million in 2005) is maintained in the result.

Non-recurring items of 2006, 2005 and 2004 relating to Bertelsmann: • On 30 June 2006, the restructuration and integration costs, which were lower than in the first half of 2005, contain EUR 31 million of costs relating to Sony BMG and EUR 7 million relating to Direct Group. • On 31 December 2005, Bertelsman recorded EUR 246 million capital gains from disposals and impairments mainly realized on the sales of the US magazines of Gruner + Jahr and on the set-up of the Infoscore and Prinovis joint ventures. In addition, Bertelsmann recorded EUR 185 million of restructuration and integration costs with BMG/Sony and Direct Group. • On 31 December 2004, the earnings on disposals and impairments recorded by Bertelsmann amounted to EUR 325 million. They are mainly generated by the merger between Sony Music and BMG, as well as by the sale of a building.

GBL Consolidated financial statements / 48 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 3. Total, Suez, Lafarge, Pernod Ricard and other investments A. Dividends 2006 2005 2004 in EUR million Gross Net Gross Net Gross Net Total 163.4 139.0 141.0 119.8 166.6 141.6 First half-year 81.7 69.5 70.5 59.9 110.4 93.8 Second half-year 81.7 69.5 70.5 59.9 56.2 47.8 Suez 91.9 78.2 58.0 49.3 51.5 43.8 Lafarge 45.6 38.8 - - - - Other 1.4 1.2 0.2 0.2 0.8 0.6 Total 302.3 257.2 199.2 169.3 218.9 186.0

The dividends received in 2006 do not represent the portfolio at the end of the year since GBL acquired the securities following payment of the coupon.

B. Fair value and variations The investments in listed companies are valued on the basis of the share price at the end of the financial year. The investments in the Funds comprising PAI, Sagard and Sagard II, are revaluated at fair value depending on their investment portfolio. The difference between the cost price and the fair value of investments at the closing date is recorded in revaluation reserves (note 3. C.)

Pernod Total fair in EUR million Total Suez Lafarge Ricard Funds Other value At 31 December 2003 3,461.6 1,154.3 0.0 0.0 18.1 44.4 4,678.4

Fund earnings - - - - 4.0 - 4.0 Acquisitions - - - - 26.4 - 26.4 Disposals/reimbursements - - - - (5.0) (41.3) (46.3) Impairments ------0.0 Change in revaluation reserves 312.3 267.3 - - 3.0 - 582.6

At 31 December 2004 3,773.9 1,421.6 0.0 0.0 46.5 3.1 5,245.1

Fund earnings - - - - 6.0 - 6.0 Acquisitions - 439.8 424.4 - 27.9 - 892.1 Disposals/reimbursements - - - - (13.0) (1.1) (14.1) Impairments ------0.0 Change in revaluation reserves 1,209.5 556.8 25.6 - 11.4 - 1,803.3

At 31 December 2005 4,983.4 2,418.2 450.0 0.0 78.8 2.0 7,932.4

Fund earnings - - - - 11.8 - 11.8 Acquisitions - 295.8 2,130.9 428.5 7.1 - 2,862.3 Disposals/reimbursements - - - - (21.7) (0.4) (22.1) Transfer (64.6) - - - - 64.6 0.0 Impairments ------0.0 Change in revaluation reserves 215.0 1,276.2 589.5 17.6 25.6 26.7 2,150.6

At 31 December 2006 5,133.8 3,990.2 3,170.4 446.1 101.6 92.9 12,935.0

GBL Consolidated financial statements / 49 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 C. Revaluation reserves Pernod in EUR million Total Suez Lafarge Ricard Funds Other Total At 31 December 2004 1,620.3 139.3 0.0 0.0 3.0 (22.4) 1,740.2

Change in fair value 1,209.5 556.8 25.6 - 11.4 (3.3) 1,800.0

At 31 December 2005 2,829.8 696.1 25.6 0.0 14.4 (25.7) 3,540.2

Change in fair value 215.0 1,276.2 589.5 17.6 25.6 52.7 2,176.6 Other changes (transfer) (36.2) - - - - 36.2 0.0

At 31 December 2006 3,008.6 1,972.3 615.1 17.6 40.0 63.2 5,716.8

The share of the variation of GBL in the revaluation reserves of the associated companies is contained in section “Other”.

D. Risk factors The risk factors relating to investments available-for-sale are described on page 13.

4. Treasury A. Cash and cash equivalent in EUR million 2006 2005 2004 Deposit 2,645.6 74.3 311.1 Maturity < 1 month 129.1 60.7 311.1 Maturity < 3 months 2,516.5 13.6 - Current accounts 2.6 8.2 4.7 Total fair value 2,648.2 82.5 315.8

B. Non-current financial liabilities Exchangeable Bank in EUR million loans debts Total At 31 December 2004 0.0 17.3 17.3

Additions of the year 406.6 - 406.6 Amortized cost 2.4 - 2.4 Differences on translation - 2.7 2.7

At 31 December 2005 409.0 20.0 429.0

Changes of the year - (2.7) (2.7) Amortized cost 3.7 - 3.7 Differences on translation - (2.1) (2.1)

At 31 December 2006 412.7 15.2 427.9

Exchangeable loans (Bloomberg: GLBB 2.95 04/12 Corp.; Reuters: BE021670693=) On 27 April 2005, Sagerpar, a 100% subsidiary of GBL, issued bonds for an amount of EUR 435 million that are exchangeable into 5,000,000 GBL shares. This financial instrument, quoted on the Luxembourg Stock Exchange, has a coupon of 2.95% (nominal rate) and will be reimbursed at par value on 27 April 2012 (7 years) if the bonds have not yet been converted into GBL shares.

The conversion price is set at EUR 87, representing a 25.5% premium compared to the GBL share price at that time. The bonds are redeemable at the option of the issuer as from 11 May 2008 with a trigger at 130%.

In the consolidated financial statements, this financial debt (issued for EUR 435 million) amounts to EUR 407 million at the issue date. The difference of EUR 28 million corresponds to the value of the option sold to the bond keepers and the incurred transaction costs. On due date, the value of the debt will be equal to the nominal value if the bonds have not been exchanged. This reconstruction of debt is annually recorded in the income statement. The average effective annual interest rate is 3.64%.

This instrument’s quotation stood at 119% on 31 December 2006 compared to 114% end 2005.

GBL Consolidated financial statements / 50 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Bank debt The bank debt expressed in USD has been renegotiated in 2006 for a period of 15 months at an interest rate of 5.34%.

C. Interest income and charges in EUR million 2006 2005 2004 Income from non-current assets 2.0 2.8 1.7 Income from current assets 59.5 10.0 6.9 Interest on exchangeable loans (16.5) (10.9) (4.6) Nominal interest (cash earnings) (12.8) (8.7) (2.1) Amortized cost (discount) (3.7) (2.2) (2.5) Interest on other financial debt (6.8) (0.7) (0.3) Total 38.2 1.2 3.7

The net interest income and charges amount to EUR 38 million end 2006. In the course of the first half of the year, GBL indeed largely made use of its credit lines as well as the funds obtained from the capital increase of GBL amounting to EUR 703 million in order to finance its investments in Lafarge and Suez. However, the cash of EUR 4.5 billion recorded beginning of July as a result of the sale of Bertelsmann and partially used to pursue the investment policy of GBL, has positively contributed to the financial result obtained in the second half of the year.

On 31 December 2006, the interests on exchangeable loans comprise an amount of EUR 4 million (EUR 2 million in 2005) of actuarial depreciation of the difference between the nominal interest rate and the prevailing market rate on the date of issuance of the 2005-2012 exchangeable bond. This amount is to be added to the nominal interest rate of EUR 13 million (EUR 9 million in 2005).

5. Trading assets and derivatives A. Trading assets in EUR million 2006 2005 2004 Shares 26.0 34.7 51.2 Interest rate swap 17.4 - - Other - 0.1 6.1 Total fair value 43.4 34.8 57.3

The section “Shares” includes the trading portfolio of the Group as well as the Pargesa shares held to cover the exercise of the options described in notes 6. D. and 15. These securities are evaluated on the basis of the stock market quotations on the closing date.

In the framework of its general finance policy, GBL concluded end 2005 an interest rate swap of which the notional value amounts to EUR 500 million. The valuation of this financial instrument at fair value amounts to EUR 17 million, which has been recorded in the income statement (see note 5. C. Losses and gains on sales/revaluation).

B. Outstanding financial derivatives (liabilities) In the course of 2006, GBL sold option instruments. The main characteristics of the options on the closing date are included in the table below: Total Arkema Lafarge Notional amount (in EUR million) 507.2 47.4 104.8 Maturity 2009 2008 2007 Type Call Call Put

On 31 December 2006, all these options are not in the money. In February, Lafarge options came to maturity without having been exercised.

GBL Consolidated financial statements / 51 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Valuation at closing in EUR million 2006 2005 2004 Options on trading assets 12.2 8.9 6.7 Pargesa 12.2 8.9 6.7 Other options 23.2 0.0 0.3 Total 17.4 - 0.3 Arkema 4.7 - - Lafarge 1.1 - - Other 0.0 2.1 0.1 Total 35.4 11.0 7.1

In application of IAS 39, options are evaluated at fair value in the income statement.

C. Result on trading assets and derivatives in EUR million 2006 2005 2004 Dividends 0.3 5.5 0.4 Losses and gains on sales/revaluation 29.3 17.8 2.1 Total 29.6 23.3 2.5

In 2006, the losses and gains included the valuation at fair value of the IRS (EUR 17 million) and of the option (EUR 4 million) described above. The remaining amount corresponds to the gain realized on the trading activities (EUR 3 million) and on the derivatives (EUR 5 million). In 2005, the trading activities contributed as much as EUR 16 million and allowed to obtain dividends amounting to EUR 5 million.

6. Other operating income and expenses A. Details on other operating income and expenses in EUR million 2006 2005 2004 Other operating income 0.9 0.9 0.8 Services and other goods (21.5) (13.2) (13.4) Personnel costs (6.7) (5.4) (4.7) Depreciation (1.2) (1.2) (1.2) Other (0.1) (0.1) (0.1) Other operating expenses (29.5) (19.9) (19.4)

B. Evolution of the average number of employees 2006 2005 2004 GBL 12 13 13 GBL and its subsidiaries 33 34 35

C. Personnel costs and management bodies in EUR million 2006 2005 2004 Remuneration (3.7) (3.3) (2.8) Social security (1.1) (1.0) (0.9) Contributions to defined benefit pension plans (1.6) (0.9) (0.8) Other (0.3) (0.2) (0.2) Total (6.7) (5.4) (4.7)

Directors’ remuneration is entered under the heading “Services and other goods” and detailed on page 78 of the annual report.

GBL Consolidated financial statements / 52 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 D. Employee stock option plan Description and stipulations of the plan In 1999, a profit sharing plan for GBL shares and Pargesa shares had been subscribed by the personnel members employed by GBL and its Belgian subsidiaries, as well as by its Managing Directors. The initial period of 10 years has been prolonged by 3 years until 30 June 2012.

The exercise price of the GBL option (EUR 32.78 per share) corresponded to the last closing price prior to the offer. The plan related to 1,248,250 GBL shares, of which 250,165 have not been exercised on 31 December 2006. In the event of exercise of the options, the company has the choice between the allocation of existing shares or the issuance of new shares.

The exercise price of the Pargesa option (CHF 46.76 per share) corresponded to an average price during 30 days prior to the offer. The plan related to 575,000 shares, of which 225,000 have not been exercised on 31 December 2006.

Stock option plan on GBL shares 2006 2005 2004 Rights obtained at the beginning of the period 360,190 1,112,020 727,465 Rights exercised during the period (110,025) (751,830) (98,070)

Rights obtained at the end of the period 250,165 360,190 629,395 Rights obtained beginning 2005 - - 482,625

The options exercised in 2006 have been honoured by allocating existing shares and did not have any impact on GBL’s consolidated income statement. The allocated shares were accounted for as treasury shares at 31 December 2005.

Stock option plan on Pargesa shares 2006 2005 2004 Rights obtained at the beginning of the period 225,000 525,000 412,500 Rights exercised during the period - (300,000) (50,000)

Rights obtained at the end of the period 225,000 225,000 362,500 Rights obtained beginning 2005 - - 162,500

E. Pension and similar obligation The valuation of the pension liabilities and annual obligations is performed by an actuary.

The Managing Directors and the majority of the GBL group employees benefit from a pension plan with fixed contributions financed by GBL through a pension fund.

The pension liabilities of GBL on 31 December 2006 were covered and are detailed below. in EUR million 2006 2005 2004 Fair value of plan assets 68.5 66.6 57.7 Present value of funded obligations 52.4 57.6 45.1 Surplus 16.1 9.0 12.6 Unrecognised actuarial losses - - - Unrecognised past service costs - - - Effect of the asset ceiling (16.1) (9.0) (12.6) Amount included on balance sheet 0.0 0.0 0.0

Fair value of plan assets in EUR million 2006 2005 2004 Balance at 1 January 66.6 57.7 54.1 Actual return on assets 4.5 8.5 3.9 Contribution by the employer 2.8 1.7 1.7 Benefits paid (5.4) (1.3) (2.0) Balance at 31 December 68.5 66.6 57.7

GBL Consolidated financial statements / 53 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Asset plan distribution 2006 2005 2004 Shares 43% 47% 42% Bonds 39% 36% 41% Real estate 8% 8% 6% Other 10% 9% 11% Total 100% 100% 100%

Present value of funded obligations in EUR million 2006 2005 2004 Balance at 1 January 57.6 45.1 41.7 Current service costs 1.5 1.1 1.0 Interest expenses 2.3 2.2 2.3 Acturial loss (gain) (3.6) 10.5 2.1 Benefits paid (5.4) (1.3) (2.0) Balance at 31 December 52.4 57.6 45.1

Charges relating to funded obligations in EUR million 2006 2005 2004 Current service costs 1.5 1.1 1.0 Interest charges 2.3 2.2 2.3 Expected return on plan assets (4.6) (4.1) (3.8) Net acturial differences (3.4) 6.1 1.9 Past service costs - - - Effect of the asset ceiling 7.0 (3.6) 0.3 Net charge 2.8 1.7 1.7

The net charges are entered under “Personnel costs” and “Services and other goods” (note 6. A.).

The variation in the amounts entered in the balance sheet is explained in the table below: in EUR million 2006 2005 2004 Amount entered at 1 January 0.0 0.0 0.0 Net charge 2.8 1.7 1.7 Contributions paid (2.8) (1.7) (1.7) Amount entered at 31 December 0.0 0.0 0.0

The main actuarial assumptions are: 2006 2005 2004 Discount rate 4.40% 4.00% 4.75% Expected return rate 7.00% 7.00% 7.00% Average rate of salary increase 5.00% 5.00% 5.00% Inflation rate 2.00% 2.00% 2.00%

The working assumption of the expected return rate reflects the average return of the pension fund assets over the past 15 years. The MR/FR-5 mortality tables have been used since 2005.

Five-year summary of pension obligations, fair value of the asset plan and experience gains and losses in EUR million 2006 2005 2004 2003 2002 Fair value of the asset plan 68.5 66.6 57.7 54.1 49.7 Current service costs 52.4 57.6 45.1 41.7 36.6 Surplus 16.1 9.0 12.6 12.4 13.1 Experience (gains)/losses - on obligations (0.3) (1.1) 0.3 - - - on assets 0.1 (4.4) (0.2) - -

GBL Consolidated financial statements / 54 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 7. Earnings on disposals and impairments of non-current assets in EUR million 2006 2005 2004 Private equity funds 11.3 4.6 4.3 Other 0.4 1.9 33.2 Total 11.7 6.5 37.5

With respect to private equity funds, Sagard contributes for EUR 9 million in 2006 and PAI for EUR 2 million compared to EUR 4 million in 2005 and 2004.

In 2004, the section “Other” comprises EUR 41 million relating to the sale of BIAC and EUR - 5 million relating to Rhodia.

8. Taxes During financial year 2006, GBL recorded EUR 17.7 million of reimbursements of withholding taxes on foreign dividends (i.e. Suez and Total).

A. Taxes in EUR million 2006 2005 2004 Reimbursment of withholding tax 17.7 - - Deferred taxes 0.9 0.7 (2.7) Total 18.6 0.7 (2.7) in EUR million 2006 2005 2004 Pre-tax profit 2,864.7 522.3 596.7 Taxes at Belgian rate (33.99%) 973.7 177.5 202.9

Result from companies consolidated using the equity method and on discontinued operations (853.0) (103.4) (109.3) Permanent differences (135.3) (72.2) (91.1) Unused tax losses 14.7 0.2 1.2 Taxes levied on a basis other than profit (18.6) (0.7) (0.2) Effect of rates applicable in other jurisdictions (0.1) (2.1) (0.8)

Effective charges for the year (18.6) (0.7) 2.7 Effective tax rates for the year N/A N/A 0.45%

B. Deferred taxes Deferred taxes result from a theoretical calculation and not from cash flow. in EUR million Liabilities Assets Net At 31 December 2004 (2.9) 3.2 0.3

Included in income statement for the year 3.4 (2.7) 0.7 Deferred tax liabilities on the exchangeable bonds 2005-2012 (7.2) - (7.2)

At 31 December 2005 (6.7) 0.5 (6.2)

Deferred tax liabilities on the exchangeable bonds 2005-2012 0.9 - 0.9

At 31 December 2006 (5.8) 0.5 (5.3)

On 31 December 2006, the group’s tax losses amounted to EUR 76 million (EUR 62 million in 2005). The deferred taxes on these tax losses have been recognized in the subsidiaries where taxable profits are likely to be manipulated allowing the use of tax losses.

GBL Consolidated financial statements / 55 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 9. Tangible assets Land and Furniture and Other tangible in EUR million buildings vehicles assets Total a. Acquisition value

At 31 December 2004 0.2 2.6 17.3 20.1 Acquisitions - 0.3 - 0.3 Disposals - (0.2) - (0.2) Differences on translation - - 2.6 2.6

At 31 December 2005 0.2 2.7 19.9 22.8 Acquisitions - 0.3 2.9 3.2 Disposals - (0.1) - (0.1) Differences on translation - - (2.1) (2.1)

At 31 December 2006 0.2 2.9 20.7 23.8 b. Accumulated depreciation

At 31 December 2004 0.0 1.8 2.9 4.7 Changes for the year - 0.3 0.9 1.2 Cancellation - (0.2) - (0.2) Differences on translation - - 0.5 0.5

At 31 December 2005 0.0 1.9 4.3 6.2 Changes for the year - 0.3 0.9 1.2 Cancellation - (0.1) - (0.1) Differences on translation - - (0.5) (0.5)

At 31 December 2006 0.0 2.1 4.7 6.8 c. Net book value at end of year (a – b) 0.2 0.8 16.0 (1) 17.0

(1) The balance of “Other tangible assets” primarily corresponds to the net asset value of the Falcon 2000 held by the company for which the depreciation is consistently calculated over a period of 20 years. The 2006 “Acquisitions” comprise an advance of EUR 3 million in view of the acquisition of a new aeroplane which will replace the current one in 2008

10. Subsidiaries Name Head office % of shares hold % of voting rights Main 2006 2005 2004 2006 2005 2004 activity Belgian Securities B.V. Amsterdam 100.0 100.0 100.0 100.0 100.0 100.0 Holding Brussels Securities Brussels 100.0 100.0 100.0 100.0 100.0 100.0 Holding RPM - Brussels - 0403.212.964 G.B.L. Coordination Center Brussels 100.0 100.0 100.0 100.0 100.0 100.0 Coordination RPM - Brussels - 0430.169.660 center GBL Finance S.A. Holding Luxembourg 100.0 100.0 100.0 100.0 100.0 100.0 Holding GBL Overseas Finance N.V. Curaçao 100.0 100.0 100.0 100.0 100.0 100.0 Holding GBL Participations Brussels 100.0 100.0 100.0 100.0 100.0 100.0 Holding RPM - Brussels - 0453.689.388 GBL Verwaltung GmbH Gütersloh 100.0 100.0 100.0 100.0 100.0 100.0 Holding GBL Verwaltung Sàrl Luxembourg 100.0 100.0 100.0 100.0 100.0 100.0 Holding Immobilière rue de Namur Luxembourg 100.0 100.0 100.0 100.0 100.0 100.0 Real Estate Sagerpar Brussels 100.0 100.0 100.0 100.0 100.0 100.0 Holding RPM - Brussels - 0403.205.640

On 5 January 2007, the legal name of the subsidiary, G.B.L. Coordination Center, of which the licence of coordination centre expired end 2006, has been changed into GBL Treasury Center. Its role remains to exercise the function of financial institution within the Group.

GBL Consolidated financial statements / 56 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 11. Capital and dividends A. Capital Capital Share premium Number of account shares in EUR million in EUR million At 31 December 2004 and 2005 559.8 2,023.3 138,300,053

Capital increase in cash 35.9 667.4 8,867,613

At 31 December 2006 595.7 2,690.7 147,167,666

In April 2006, GBL proceeded to a capital increase in cash with preferential rights for the existing shareholders in the proportion of 1 new share to 15 old shares. The preferential rights linked to the treasury shares held by the subsidiary Sagerpar have not been exercised nor sold, due to the fact that Sagerpar did not participate in the capital increase.

The subscription price fixed at EUR 80 per share related to 8,867,613 new shares entitled to dividend as per 1 January 2006. The issuance, which was particulary welcomed, had a participation rate of 95.2% of the old shareholders, since the balance had been subscribed by new investors using scripts. The transaction allowed GBL to obtain net treasury earnings of EUR 703.3 million.

B. Treasury shares On 31 December 2006, the Group holds 5,272,701 treasury shares, i.e. 3.6% of the issued capital, of which the acquisition cost is included in the shareholders’ equity. 5,000,000 shares from the treasury shares are meant to cover the exchangeable bond launched in April 2005 (see note 4. B). Number of treasury shares At 31 December 2004 6,134,556

Disposals during the year (751,830)

At 31 December 2005 5,382,726

Disposals during the year (110,025)

At 31 December 2006 5,272,701

In the course of 2006, GBL sold shares for a total amount of EUR 3.6 million (i.e. EUR 32.78 per share) in the context of the exercise by the employees of the stock option plan of 1999. The sale price corresponded to the exercise price of these options, which had been set in 1999 for the entire duration of the plan in accordance with the stipulations of the law of 26 March 1999 with respect to the Belgian 1998 action plan for employment including several stipulations. The criteria for the price setting decided upon by the General Meeting of 25 April 2006 for the buyback by the company of its treasury shares, are not applicable to this type of sale.

C. Dividends On 26 April 2006, a dividend of EUR 1.72 per share (EUR 1.60 in 2005 and EUR 1.49 in 2004) had been paid to the shareholders.

The Board of Directors will suggest for the distribution relating to 2006 a gross dividend of EUR 1.90 per share, which will be payable on 25 April 2007. The financial statements presented prior to the distribution do not reflect this dividend, which is subject to approval by the shareholders in their General Meeting on 24 April 2007.

Hence, the total amount of dividends to be paid amounts to EUR 279.6 million, given the fact that the proposal of the Board of Directors relates to 147,167,666 shares.

GBL Consolidated financial statements / 57 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 12. Result per share A. Consolidated result in EUR million 2006 2005 2004 Basic and diluted 2,883.3 523.0 594.0 Non-discontinued operations 396.3 263.4 270.2 Discontinued operations 2,487.0 259.6 323.8

B. Number of shares 2006 2005 2004 Outstanding shares at start of year 138,300,053 138,300,053 138,300,053 Treasury shares at start of year (5,382,726) (6,134,556) (6,313,032) Weighted changes during the year 5,946,926 595,887 82,957

Weighted average number of shares used to determine basic result per share 138,864,253 132,761,384 132,069,978

Influence of financial instruments with diluting effect: Stock options (note 6. D.) 250,165 360,190 1,112,020

Weighted average number of shares used to determine diluted result per share 139,114,418 133,121,574 133,181,998

C. Summary of the result per share in EUR 2006 2005 2004 Basic 20.76 3.94 4.50 Non-discontinued operations 2.85 1.98 2.05 Discontinued operations 17.91 1.96 2.45

Diluted 20.73 3.93 4.46 Non-discontinued operations 2.85 1.98 2.03 Discontinued operations 17.88 1.95 2.43

13. Other current assets and debts A. Other current assets in EUR million 2006 2005 2004 Tax asset 13.7 5.2 36.5 Undue accrued interest 30.5 - - Other 1.4 1.1 1.8 Total 45.6 6.3 38.3

B. Other current debts in EUR million 2006 2005 2004 Debt on investment acquisitions 43.0 22.3 - Coupons to be paid 16.8 12.3 8.0 Unpaid accrued interests 8.8 9.3 0.2 Other debts 4.9 1.7 2.0 Total 73.5 45.6 10.2

The “Debt on investment acquisitions” corresponds to the amounts due to the financial intermediairies for the investments in Lafarge and Pernod Ricard, which had been acquired during the last three quotation days end 2006 and of which the payment had been settled in the beginning of 2007.

The “Coupons to be paid” mainly represent the coupons of the last three years of GBL, which had not been collected.

The “Unpaid accrued interests” comprise EUR 9 million relating to the exchangeable bonds 2005-2012. The payment of the interests will be made on 27 April 2007.

GBL Consolidated financial statements / 58 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 14. Possible rights, commitments, assets and liabilities Credit lines and IRS (interest rate swap) In the framework of its financial policy, GBL also accrued in the beginning of 2006 its bank credit lines, which remained unchanged since 2004 and amount to EUR 300 million up to EUR 950 million. The company also concluded end 2005 an interest rate swap with a notional amount of EUR 500 million (see note 5. A.).

Financial derivatives With the aim of increasing cash return, the Group uses financial derivatives. Those financial instruments are recorded at fair value (see note 5. B.). The risk for the Group represents a small percentage of the notional value of each operation.

Investment commitments/subscriptions Following the investment by GBL in the private equity funds (PAI Europe III, Sagard and Sagard II), the uncalled subscribed amounts totalled EUR 157.6 million (EUR 14.7 million and EUR 42.5 million end 2005 and 2004, respectively). This important increase can be explain by the GBL’s recent investment subscription in Sagard II for EUR 150 million. EUR 1 million has been called on 31 December 2006.

Investments relating to tangible assets also had been made for an amount of EUR 13 million, compared to EUR 9 million in 2004 and 2005. This increase stems from the investments relating to the acquisition of a new company aeroplane (see note 9.).

Foreign dividends/double international taxation The Group has taken certain measures by way of precaution and in order to preserve its interests in matters of double taxation on its foreign dividends.

Litigation RTL Group In 2001, GBL, Bertelsmann, RTL Group and the Directors of the latter representing GBL and Bertelsmann, have been summoned before the Luxembourg courts by a few minority shareholders of RTL Group claiming the cancellation of the transfer by the GBL group to Bertelsmann of RTL Group shares and compensation for the alleged losses. On 8 July 2003, the Luxembourg Court declared the claim of the minority shareholders not acceptable. On 8 October 2003, the minority shareholders appealed the decision. On 12 July 2006, the Court of Appeal of Luxembourg judged the case to be ill-founded and nonsuited the minority shareholders. End November 2006, certain plaintiffs/claimants lodged an appeal to the Court of Cassation against this judgement. The procedure is still pending.

Litigation Rhodia Early 2004, minority shareholders in Rhodia initiated proceedings against GBL and two of its Directors before the Paris Commercial Court, calling into question their responsibility as Directors of Rhodia. At the same time, a criminal justice procedure was started against X. On 27 January 2006, the Court of Paris decided to suspend the civil procedure until a decision is made in the criminal justice procedure.

15. Transactions with related parties 2006 2005 in EUR million Pargesa ECP Pargesa ECP Assets Trading assets 19.4 - 16.2 - Liabilities Derivatives issued 12.2 - 8.9 - Income statement 0.3 0.4 0.3 -

The amounts concerning Pargesa relate to the option plan described in note 6. D.

The Directors’ remunerations are included on page 78 of the annual report.

GBL Consolidated financial statements / 59 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 16. Post balance sheet events Early January 2007, GBL spent EUR 798 million for the acquisition on the Stock Exchange of 20.3 million Suez shares, which increased its investment up to 9.6% of the capital (13.4% of the voting rights).

In the course of that same month, GBL strengthened its position in Pernod Ricard (which represented already 2.8% end 2006), and announced on 26 January 2007 the reaching of 5% into the capital of Pernod Ricard, which represented 5,525,547 shares of the company. This investment, which has a stable and friendly character, is motivated by the fundamental qualities of the company and its growth perspectives. This participation has been built up in full transparency between its Chairman, Patrick Ricard, and the families Frère/Desmarais which keep up an old and excellent relationship.

17. Audit of the financial statements for the years 2004, 2005 and 2006 The consolidated and non-consolidated financial statements of GBL at 31 December 2004, 2005 and 2006 have been audited and approved without qualification by Deloitte, Bedrijfsrevisoren/Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL, Avenue Louise 240, 1050 Brussels, Belgium, represented by Mr Michel Denayer. The consolidated half-yearly financial statements at 30 June 2004, 2005 and 2006 have been subject to a limited review without qualification by GBL’s statutory Auditor.

The full text of the Auditor’s reports concerning the audit of the above-mentioned financial statements are published in the annual and half-yearly reports respectively.

In accordance with Article 134 of the Company Code, the fees concerning the statutory Auditor’s work are included herunder sorted by activity. in EUR 2006 2005 2004 Legal attest (91,884) (91,723) (92,671) of which GBL (70,000) (70,000) (70,000) Other attest (5,630) - (2,800) Tax fee - (7,850) (3,510) Other fee unrelated to legal attest (40,889) (43,475) (24,810) Total (138,403) (143,048) (123,791)

GBL Consolidated financial statements / 60 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Statutory Auditor’s report

Statutory Auditor’s report to the shareholders’ meeting on the consolidated financial statements for the year ended 31 December 2006

To the shareholders

As required by law and the company’s articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. This report includes our opinion on the consolidated financial statements together with the required additional comment.

Unqualified audit opinion on the consolidated financial statements We have audited the accompanying consolidated financial statements of Groupe Bruxelles Lambert S.A. (“the company”) and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium to quoted companies. Those consolidated financial statements comprise the consolidated balance sheet as at 31 December 2006, the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of EUR 16,233,200 (000) and a consolidated profit for the year then ended of EUR 2,883,300 (000).

The Board of Directors of the company is responsible for the preparation of the consolidated financial statements. This responsibility includes among other things: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. We have assessed the basis of the accounting methods used, the consolidation policies, the reasonableness of accounting estimates made by the company and the presentation of the consolidated financial statements, taken as a whole. Finally, the Board of Directors and responsible officers of the company have replied to all our requests for explanations and information. We believe that the audit evidence we have obtained provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the group’s financial position as of 31 December 2006, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU and with the legal and regulatory requirements applicable in Belgium to quoted companies.

Additional comment The preparation and the assessment of the information that should be included in the Directors’ report on the consolidated financial statements are the responsibility of the Board of Directors.

Our responsibility is to include in our report the following additional comment which does not change the scope of our audit opinion on the consolidated financial statements: - The Directors’ report on the consolidated financial statements includes the information required by law and is in agreement with the consolidated financial statements. However, we are unable to express an opinion on the description of the principal risks and uncertainties confronting the group, or on the status, future evolution, or significant influence of certain factors on its future development. We can, nevertheless, confirm that the information given is not in obvious contradiction with any information obtained in the context of our appointment.

Diegem, 6 March 2007

The statutory Auditor

DELOITTE Bedrijfsrevisoren/Reviseurs d’Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Michel Denayer

GBL Consolidated financial statements / 61 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Non-consolidated summary balance sheet and income statement at 31 December

In accordance with Article 105 of the Company Code, the non-consolidated accounts are presented hereafter in a summary version of the annual accounts, which does not reproduce all the attachments required by law, nor the statutory Auditor's report. The complete version of the non-consolidated annual accounts, as deposited with the Banque Nationale de Belgique (National Bank of Belgium), is available on request from the company's registered office. They will also be available on the website (http://www.gbl.be). The shareholding structure (as mentioned in the appendix of these accounts) is detailed on pages 89-90, information relating to the company.

The statutory Auditor’s report on the annual accounts was unqualified. Summary balance sheet (after appropriation)

Assets in EUR million 2006 2005 2004 Fixed assets 14,753.6 8,885.1 7,486.3 Tangible assets 0.9 0.9 0.9 Financial assets 14,752.7 8,884.2 7,485.4 Current assets 55.3 28.5 584.9 Amounts receivable after more than one year 6.5 1.4 - Amounts receivable within one year 11.7 3.1 546.4 Investments 34.3 16.8 34.2 Cash at the bank and in hand 2.0 7.1 3.8 Deferred charges and accrued income 0.8 0.1 0.5

Total assets 14,808.9 8,913.6 8,071.2

Liabilities in EUR million 2006 2005 2004 Capital and reserves 11,261.7 7,758.0 7,719.7 Capital 595.7 559.8 559.8 Share premium account 2,385.0 1,711.5 1,711.5 Reserves 2,184.5 2,180.9 2,180.9 Profit carried forward (loss carried forward) 6,096.5 3,305.8 3,267.5 Provisions and deferred taxation 18.1 20.5 32.4 Provisions for liabilities and charges 18.1 20.5 32.4 Creditors 3,529.1 1,135.1 319.1 Amounts payable after more than one year 0.1 0.1 0.1 Amounts payable within one year 3,504.1 1,132.7 318.4 Accrued charges and deferred income 24.9 2.3 0.6

Total liabilities 14,808.9 8,913.6 8,071.2

GBL Non-consolidated accounts / 62 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Income statement in EUR million 2006 2005 2004 Sales and services 0.8 1.0 0.9 Turnover 0.1 0.1 - Other operating income 0.7 0.9 0.9 Operating charges 26.0 16.0 16.8 Miscellaneous goods and services 22.8 14.4 15.1 Remuneration, social security and pensions 2.9 1.9 1.8 Depreciation and amounts written off the value of establishment expenses and tangible and intangible asets 0.3 0.2 0.2 Amounts written off the value of stocks, contracts in progress and trade receivables - (0.5) (0.2) Provisions for liabilities and charges - (0.1) (0.1) Other operating expenses - 0.1 -

Loss of operating activities (25.2) (15.0) (15.9)

Financial income 484.1 345.1 372.2 Income from financial assets 456.4 322.0 366.9 Income from current assets 1.5 5.9 1.9 Other financial income 26.2 17.2 3.4 Financial expenses 113.5 71.9 55.0 Debt expenses 49.4 7.5 16.5 Amount written off current assets 45.0 (0.4) 1.1 Other financial expenses 19.1 64.8 37.4

Current profit before taxes 345.4 258.2 301.3

Extraordinary income 2,713.1 18.5 935.4 Reinstatement of amounts written off financial assets 0.5 0.1 0.3 Reinstatement of provisions for extraordinary liabilities and expenses 3.4 12.1 - Gains on disposals of fixed assets 2,709.2 6.3 935.1 Extraordinary expenses 2.4 0.6 20.8 Amounts written off the financial assets 0.2 - - Provisions for extraordinary liabilities and charges - - 15.8 Losses on disposal of fixed assets - 0.6 5.0 Other extraordinary expenses 2.2 - -

Profit for the year before income taxes 3,056.1 276.1 1,215.9

Income taxes on result 17.8 - - Adjustment of taxes and release of tax provisions 17.8 - -

Profit for the year 3,073.9 276.1 1,215.9

GBL Non-consolidated accounts / 63 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Dividend policy

The profit appropriation policy proposed by the Board of Directors aims to maintain a balance between an attractive cash yield for shareholders and growth in the value of the GBL share. The dividend payout level is backed up by cash earnings.

Appropriation of profit by Groupe Bruxelles Lambert (non-consolidated accounts) in EUR million 2006 2005 2004 Profit available for appropriation 6,379.7 3,543.6 3,488.8 Profit for the year available for appropriation 3,073.9 276.1 1,215.9 Profit carried forward from the previous year 3,305.8 3,267.5 2,272.9

Appropriation to shareholders’ equity (3.6) 0.0 0.0 Legal reserve 3.6 0.0 0.0

Profit to be carried forward (6,096.5) (3,305.8) (3,267.5) Profit to be carried forward 6,096.5 3,305.8 3,267.5

Profit to be distributed (279.6) (237.8) (221.3) Dividends 279.6 237.8 221.3

Appropriation of profit

Taking into account the profit carried forward of EUR 3,305,774,691.01, the profit available for appropriation amounts to EUR 6,379,676,401.57. The Board of Directors will propose the following appropriation to the General Meeting to be held on 24 April 2007: in EUR Dividend on 147,167,666 shares 279,618,565.40 Transfer to legal reserve 3,589,378.97 To be carried forward 6,096,468,457.20

Dividend per share

2006 2005 2004 in EUR Gross Net Gross Net Gross Net Share 1.900 1.425 1.720 1.290 1.600 1.200 Share + VVPR strip 1.900 1.615 1.720 1.462 1.600 1.360

GBL Dividend policy / 64 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Historical data

Summary of GBL's investments since 2004

2006 GBL – Financing policy At the start of 2006, GBL raised its confirmed lines of bank credit, which can be used over a seven-year period. The lines increased by EUR 300 million on 31 December 2005 to EUR 950 million. The firm is entitled to pledge securities held in its portfolio as a guarantee for the grant of such credits, with the aim of securing better financial terms. GBL used part of these credit lines to finance the acquisition of Lafarge shares at the start of the year.

GBL – Capital increase GBL announced in late March 2006 and launched in early April a capital increase open to shareholders, in keeping with pre-emptive rights, in the proportion of one new share for 15 existing shares, at the price of EUR 80. The share issue met with success, securing a participation rate of 95.2% of existing shareholders. The remainder was subscribed by new investors via scripts. The operation involved the issue of 8.8 million shares worth EUR 709.4 million.

Disposal of Bertelsmann On 27 January 2006, GBL's Board of Directors published its decision to request at end May the listing of Bertelsmann on the Stock Exchange in accordance with the shareholders' agreement concluded with the Mohn family. On 25 May 2006, GBL, Bertelsmann and Bertelsmann Verwaltungsgesellschaft mbH (controlled by the Mohn family), concluded an agreement in principle on the transfer to the German group of the 25.1% interest owned by GBL, at a price of EUR 4.5 billion. That agreement was ratified by the GBL Board at the end of May and resulted in the signature of the sale agreement between GBL and Bertelsmann on 28 June 2006. GBL collected the proceeds of the sale, i.e. EUR 4.5 billion, on 4 July 2006, making a capital gain of EUR 2.4 billion on the transaction.

Acquisition of Suez shares With the acquisition in the first half of the year of 9.8 million Suez shares at a cost of EUR 296 million, GBL raised its shareholding from 7.3% at end 2005 to 8.0% at end 2006.

Stronger position in Lafarge GBL already held a 3.4% stake in Lafarge at end 2005. It continued its investment programme in 2006, spending EUR 2.1 billion and reaching a 15% stake in the group's capital. The building up of that position is in keeping with GBL's approach of maintaining a friendly and stable shareholding.

Pernod Ricard At the end of the year, GBL decided to acquire a shareholding in Pernod Ricard, warranted by the fundamental qualities of the company and its growth prospects. On 31 December 2006, GBL held a 2.8% stake in Pernod Ricard, with a market value of EUR 446 million at the end of the year.

Ergon Capital Partners II (ECP II) and Sagard II In accordance with its plans to expand its private equity holdings, GBL made an undertaking to subscribe to ECP II, a new fund succeeding the first Ergon Capital Partners fund. ECP II will have an investment capacity of EUR 350 million. GBL also committed to an investment of EUR 150 million in the Sagard II fund, which is the successor to the initial Sagard fund, in which GBL has held an interest since 2002.

Additional payment under subscription in Ergon Capital Partners, PAI Europe III and Sagard Private Equity Partners PAI Europe III On 31 December 2006, out of a commitment of EUR 40 million, GBL had invested EUR 38 million in the PAI Europe III fund and received cumulative dividend payouts of over EUR 26 million. The transactions primarily concerned United Biscuits, Neuf Cegetel and the refinancing of Compagnie Européenne de Prévoyance and resulted in capital gains of some EUR 2 million for GBL.

Sagard Private Equity Partners (Sagard) On 31 December 2006, GBL had paid a total of EUR 44 million and collected dividend payouts from Sagard adding up to over EUR 14 million on disposals of AFE and Le Moniteur.

Ergon Capital Partners (ECP) At end December 2006, GBL invested a total of EUR 41 million in ECP, which in the course of 2006 carried out transactions on King Benelux, La Gardenia, Seves and Stroili & Franco.

GBL Summary of GBL's investments since 2004 / 65 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2005 Creation of Ergon Capital Partners (ECP) ECP was set up in February 2005 by two main co-founders, namely GBL and Parcom Ventures, a subsidiary of ING. This private equity fund has investment capacity of EUR 150 million. It invests in companies with leading positions on growth markets offering expansion opportunities, and located primarily in Belgium, Italy and France. In June 2005, ECP invested EUR 16 million in a significant shareholding in Stroili & Franco, Italy's leading jewellery distributor.

Increase in the investment in Suez In early August 2005, Suez announced plans to offer cash and trade shares for the Electrabel shares not yet in its possession. GBL supported this initiative and decided to buy Suez shares as a means of offsetting the dilution of its investment resulting from the transaction. It accordingly raised its stake in Suez to 8% for the moment, an investment of some EUR 250 million. GBL also intends to subscribe in proportion to its shareholding (EUR 190 million) to the capital increase of EUR 2.4 billion launched by Suez to finance its bid on Electrabel.

Issue of bonds exchangeable for GBL shares in the amount of EUR 435 million In March 2005, via its wholly-owned subsidiary Sagerpar, GBL issued exchangeable bonds coming to maturity in 2012. The bond issue sold very successfully. The bonds are fully guaranteed by Groupe Bruxelles Lambert and have a total face value of EUR 435 million. They are exchangeable for 5,000,000 GBL shares, currently held as treasury shares. The coupon was set at 2.95% yearly and the bonds will be reimbursed at par value on 27 April 2012 (7 years) if they have not been exchanged before that date. The conversion price is EUR 87, representing a premium of 25.5% over the average daily rate. The issuer has the option of reimbursing the bonds in advance of their maturity date, from 11 May 2008 and with a trigger rate of 130%. This bond issue has been listed on the Luxembourg Stock Exchange since 27 April 2005.

Additional payment under subscription in PAI Europe III and Sagard Private Equity Partners PAI Europe III On 31 December 2005, out of a commitment of EUR 40 million, GBL had invested EUR 38 million in the PAI Europe III fund and received cumulative distributions of some EUR 15 million.

The transactions carried out in respect of Mivisa (a Spanish company specialised in metal packaging), Panzani (Europe's number-two producer of pasta, rice, couscous and sauces) and Vivarte (a major French distributor of clothing and footwear) resulted in capital gains of more than EUR 4 million for GBL.

Sagard Private Equity Partners (Sagard) On 31 December 2005, GBL had paid a total of EUR 38 million and received more than EUR 3 million in dividend payouts from Sagard in connection with the recapitalisation of Vivarte, in which Sagard acquired a shareholding alongside PAI Europe III.

2004 Disposal of the shareholding in Rhodia During the first four months of 2004, GBL sold on the Stock Exchange the remainder of its shareholding in Rhodia, for a total capital loss of EUR - 4.9 million.

Disposal of the shareholding in BIAC The sale of BIAC at the end of December 2004 resulted in a net capital gain of EUR 40.9 million. GBL had initially acquired in 1988 a shareholding in the former BATC, which merged in 1998 with the publicly-owned airways operator (Régie des Voies Aériennes) to create BIAC, the company that operates Zaventem Airport. GBL increased its presence in BIAC in the 1990s to 4.7% of its capital, an investment of EUR 7.4 million. In September 2003, the Belgian State, the majority shareholder in BIAC, launched, in agreement with the other shareholders, a procedure to bring in a new private partner. At the end of December 2004, the other shareholders concluded an agreement with the Australian group Macquarie for the sale of 70% of BIAC, valued at EUR 735 million. The State kept the remaining 30% in BIAC's share capital.

GBL Summary of GBL's investments since 2004 / 66 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Additional payment under subscription in PAI Europe III and Sagard Private Equity Partners PAI Europe III On 31 December 2004, GBL had invested EUR 20.7 million in the private equity fund PAI Europe III. The uncalled commitment stands at EUR 14.0 million. PAI Europe III divested itself of Antargaz, an LPG distributor in France, during the first quarter of 2004, selling to UGI, an American listed company. The very favourable market conditions resulted in a capital gain of EUR 4.2 million for GBL.

Sagard Private Equity Partners (Sagard) On 31 December 2004, GBL had paid a total of EUR 21.5 million in four shareholdings: • Vivarte • Faiveley Transport • Groupe Moniteur • AFE.

GBL Summary of GBL's investments since 2004 / 67 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Consolidated figures over 10 years in EUR million 2006 2005 2004 Balance sheet IFRS IFRS IFRS

Non-current assets 13,496.0 10,533.6 7,543.1 Current assets 2,737.2 123.6 411.4 Total assets 16,233.2 10,657.2 7,954.5 Shareholders' equity 15,682.0 10,159.7 7,911.6 Minority interests 0.0 0.0 0.0 Non-current liabilities 434.6 437.6 22.5 Current liabilities 116.6 59.9 20.4 Total liabilities and shareholders' equity 16,233.2 10,657.2 7,954.5

Income statement IFRS IFRS IFRS

Share in the net earnings from associated companies 70.7 83.2 62.5 Result on discontinued operations (2) 2,487.0 259.6 323.8 Net dividends on investments 257.2 169.3 186.0 Interest income and expenses 38.2 1.2 3.7 Other financial income and expenses 28.5 21.5 1.8 Other operating income and expenses (28.6) (19.0) (18.6) Income taxes 18.6 0.7 (2.7) Earnings on disposals and impairments of non-current assets 11.7 6.5 37.5 Minority interests 0.0 0.0 0.0 Consolidated result of the period 2,883.3 523.0 594.0

Gross dividend (3) 1.90 1.72 1.60

Coupon number for dividend (4) 8 7 5

Adjusted net assets per share (3) 113.91 80.33 64.27 Share price (3) 91.05 82.85 59.90

Number of shares in issue (3) 147,167,666 138,300,053 138,300,053 Number of warrants in circulation (3) 0 0 0 Number of treasury shares (3) 5,272,701 5,382,726 6,134,556

(1) Figures stated in accordance with Belgian accounting legislation (2) In application of the IFRS 5, the impact of the sale of Bertelsmann has been clearly identified in the section “Result on discontinued operations”. Consequently, the presentation of the 2005 and 2004 results has been modified for the sake of comparability and readability with respect to 31 December 2006, (3) Data adjusted to take into account the multiplication by 5 of the number of shares following the merger on 26 April 2001 (4) Coupons paid between 1997 and 1999 concern Groupe Bruxelles Lambert S.A. (prior to the merger on 26 April 2001)

GBL Consolidated figures over 10 years / 68 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2003 2002 2001 2000 1999(1) 1998 (1) 1997 (1) IFRS IFRS IFRS IFRS

6,777.6 6,646.5 9,105.7 6,126.7 5,547.8 3,531.3 3,657.7 594.2 964.6 920.0 878.5 1,634.2 2,538.5 1,813.4 7,371.8 7,611.1 10,025.7 7,005.2 7,182.0 6,069.8 5,471.1 6,966.4 6,772.3 9,142.4 5,112.0 4,886.8 3,599.5 2,908.3 0.0 0.0 0.0 902.3 1,375.1 1,108.9 1,987.3 24.4 359.9 789.6 766.6 511.8 390.2 307.9 381.0 478.9 93.7 224.3 408.3 971.2 267.6 7,371.8 7,611.1 10,025.7 7,005.2 7,182.0 6,069.8 5,471.1

IFRS IFRS IFRS IFRS

71.5 (425.5) (74.0) 93.7 - - - - 206.9 203.1 140.5 127.9 (9.4) (6.9) (0.6) (4.3) (0.9) 31.3 59.8 34.3 (18.7) (16.0) (14.0) (15.8) 0.1 (11.3) (8.5) (6.8) (39.1) (12.5) 514.9 354.5 0.0 0.0 0.0 (106.6) 210.4 (237.8) 618.1 476.9 1,278.2 882.1 786.5

1.49 1.42 1.32 1.20 1.10 1.07 1.04

4 3 2 1 39 38 37

54.43 50.91 67.77 82.00 68.44 47.93 35.67 44.67 39.01 59.05 50.60 40.00 34.71 26.57

138,300,053 138,300,053 138,300,053 122,160,125 122,160,125 122,160,125 121,499,700 0 0 0 0 0 0 7,418,190 6,313,032 5,647,376 5,310,143 9,359,730 6,247,885 4,999,635 0

GBL Consolidated figures over 10 years / 69 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Corporate governance

Groupe Bruxelles Lambert (“GBL” or “the Company”) complies with the provisions of the Belgian Code on Corporate Governance (the “Code”).

In keeping with the best corporate governance practices, the Board of Directors adopted, late in 2005, a Corporate Governance Charter (the "Charter") that sets out the principles guiding the conduct of members of its Board, as well as the working of the Board of Directors and its specialised committees. The Charter was modified on 8 November 2006 by an amendment of the Audit Committee Rules of Procedure, and on 6 March 2007 to add to the criteria to be met by the Company's Directors to comply with the requirement of independence. The amended document is available on the Company's website (http://www.gbl.be), Legal aspects section, Corporate Governance heading.

This chapter describes the practical application of the corporate governance rules dictated by the Charter during the financial year ended 31 December 2006 and the period following this financial year and until the Ordinary General Meeting of 24 April 2007. It also explains the derogations from some of the Code's provisions.

1. Board of Directors

1.1. Composition at 31 December 2006

Current term of office Participation in Board Committees and in Executive Management

Chairman, Managing Director Baron Frère 2005-2008 Member of the Standing Committee Chairman of Executive Management (CEO)

Vice-Chairman, Director Paul Desmarais 2005-2008 Member of the Standing Committee

Managing Directors Gérald Frère 2005-2008 Chairman of the Standing Committee Member of Executive Management Thierry de Rudder 2006-2009 Member of the Standing Committee Member of Executive Management

Directors Victor Delloye 2004-2007 - Paul Desmarais Jr 2005-2008 Member of the Standing Committee Aimery Langlois-Meurinne 2004-2007 - Michel Plessis-Bélair 2004-2007 Member of the Standing Committee, Audit Committee and Nomination and Remuneration Committee Gilles Samyn 2005-2008 Member of the Standing Committee, Audit Committee and Nomination and Remuneration Committee Amaury de Seze 2004-2007 Member of the Standing Committee and Nomination and Remuneration Committee Arnaud Vial 2004-2007 -

Independent Directors Jean-Louis Beffa 2004-2007 Chairman of the Audit Committee Count Maurice Lippens 2004-2007 Chairman of the Nomination and Remuneration Committee Baron Stéphenne 2004-2007 Member of the Nomination and Remuneration Committee

Secretary General and Compliance Officer Ann Opsomer

Honorary Managing Directors Count Jean-Pierre de Launoit (1), Jacques Moulaert, Emile Quevrin

Honorary Directors Jacques de Bruyn, Count Baudouin du Chastel de la Howarderie, Jacques-Henri Gougenheim, Baron Lambert, Count Jean-Jacques de Launoit, Philippe van der Plancke, Aldo Vastapane

(1) Vice-Chairman, Honorary Managing Director

GBL Corporate governance / 70 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 The composition of GBL's Board of Directors reflects the Company's controlling shareholding. Indeed, GBL is controlled by Pargesa Holding S.A. (through its 100% subsidiary, Pargesa Netherlands B.V.). Pargesa Holding S.A. is a company incorporated under Swiss law that is itself controlled by Parjointco N.V., incorporated under the laws of the Netherlands and owned 50-50 by Frère-Bourgeois/CNP-NPM group and Power Corporation of Canada group, under the terms of an agreement concluded by the two groups in 1990.

The aim of that agreement was to establish and maintain parity between the shareholdings of Power Corporation of Canada group and those of Frère-Bourgeois/CNP-NPM group in Pargesa Holding S.A., GBL and their respective designated subsidiaries. The agreement was prolonged in 1996 and will expire in 2014 if not renewed.

By virtue of that agreement, of the fourteen members of the GBL Board, nine are representatives of controlling shareholders, with four proposed by the Frère-Bourgeois/CNP-NPM group (namely Albert Frère, Gérald Frère, Victor Delloye and Gilles Samyn), four by Power Corporation of Canada group (namely Paul Desmarais, Paul Desmarais Jr, Michel Plessis-Bélair and Arnaud Vial) and one by Pargesa Holding S.A. (Aimery Langlois-Meurinne).

This shareholding structure explains why the composition of the Board of Directors is a departure from the Code, which recommends a Board composition such that no individual Director or group of Directors may dominate decision-making.

This controlling situation also justifies the presence of representatives of the controlling shareholders in the Audit Committee (two of the three members), the Standing Committee (six of the eight members) and the Nomination and Remuneration Committee (two of the five members).

The Company sees to the proper application of corporate governance recommendations and to the respect of the interests of the Company and of all its shareholders. Keeping that in mind, the Board of Directors comprises at all times at least three independent Directors.

Statutory appointments • The terms of office of Jean-Louis Beffa, Victor Delloye, Aimery Langlois-Meurinne, Maurice Lippens, Michel Plessis-Bélair, Amaury de Seze, Jean Stéphenne and Arnaud Vial expire at the conclusion of the Ordinary General Meeting of 24 April 2007. The shareholders will be asked at that meeting to renew the appointments of these Directors for a three-year term, i.e. up to the end of the General Meeting in 2010 that will adopt the accounts for financial year 2009.

• The Board of Directors also proposes to appoint Gunter Thielen as a member, for the same statutory term of three years. Gunter Thielen, born in Quierschied (Saarland), Germany, on 4 August 1942, has the German nationality. He has a doctorate in mechanical (construction) engineering and economics from the Technical University of Aachen. His career began in 1970 at BASF, where he held various management positions. In 1976, he took up the duties of Technical Director of the Wintershall refinery in Kassel. In 1980, he was appointed Chairman of the management body of Maul-Belser in Nuremberg. In 1985, he moved to Bertelsmann AG as a member of the Executive Board. He has chaired that body since 2002.

• Subject to the approval of their appointments, the General Meeting is asked to recognise the independence of Jean-Louis Beffa, Maurice Lippens, Jean Stéphenne and Gunter Thielen. As announced last year, the independence criteria set out in the Charter have been supplemented with those contained in the Code. The Board of Directors considers that, in the light of these new criteria, Jean-Louis Beffa, Maurice Lippens, Jean Stéphenne and Gunter Thielen meet the criteria of independence. However, mindful of the need for transparency, they submit the following comments and justify their decision as follows:

Gunter Thielen In his letter dated 12 February 2007, Gunter Thielen explained that as CEO of Bertelsmann, he had close business relations with GBL, a 25.1% shareholder in Bertelsmann. Those relations ceased with GBL's pull-out from the capital of Bertelsmann on 4 July 2006, namely around 10 months before the date of the GBL General Meeting on 24 April 2007 (thus, less than the one-year period established by the Charter). The Board considers that this rather short period is not such as to bring into question the independence of Gunter Thielen.

Jean-Louis Beffa, Maurice Lippens and Jean Stéphenne These Directors have drawn the attention of the Board of Directors to the non-executive offices they hold in banks or companies related to these ones, with which GBL has business relationships, respectively: - Jean-Louis Beffa: Vice-Chairman of BNP Paribas - Maurice Lippens: Chairman of Fortis N.V. and Fortis S.A./N.V. - Jean Stéphenne: independent Director of Fortis Bank S.A./N.V.

The office held by Jean Stéphenne creates no difficulties in relation to the independence criteria set out in the Charter, given the principle of autonomy of the banking function to which the major Belgian banks have adhered. The same goes for Maurice Lippens, who holds no offices in the bank, but serves as non-executive Director of the two holding companies of Fortis Bank S.A./N.V.

Lastly, the Board of Directors notes that Jean-Louis Beffa does not sit in the Executive Committee of BNP Paribas, the management body of that bank, and holds no executive offices in the latter. The Board consequently considers that his office as Vice-Chairman of BNP Paribas does not compromise his independence as a Director of GBL.

The four persons concerned have confirmed their independence, on this same basis, in their letters dated 12, 14 and 27 February 2007 respectively.

GBL Corporate governance / 71 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 1.2. Information on the Directors (1) 1.2.1. Principal activity and other offices held by the members of the Board of Directors The principal activity and the list of other offices held by the members of the Board of Directors can be found on page 94 of this report.

Albert Frère Chairman of the Board of Directors Managing Director and CEO

Business address: Groupe Bruxelles Lambert Avenue Marnix 24 – 1000 Brussels (Belgium)

Curriculum Vitae: Born on 4 February 1926, in Fontaine-l’Evêque, Belgium, Belgian nationality After managing steel undertakings in the Charleroi region and marketing their products, Albert Frère founded Pargesa Holding S.A., jointly with other businessmen, in Geneva, in 1981. Pargesa Holding S.A. acquired interests in Groupe Bruxelles Lambert in 1982. Albert Frère has since held the posts of Managing Director, CEO and, since 1987, Chairman of the Board of Directors.

Paul Desmarais Vice-Chairman of the Board of Directors

Business address: Power Corporation of Canada 751, Square Victoria – Montreal, Quebec H2Y 2J3 (Canada)

Curriculum Vitae: Born on 4 January 1927 in Sudbury, Ontario, Canada, Canadian nationality After earning a degree in business administration from the University of Ottawa (Canada), Paul Desmarais took over a bus company in Sudbury (Ontario) in 1951. In 1959, he created Transportation Management Corporation Limited and then went on to acquire Provincial Transport Limited in 1960. He acquired control of Entreprises Gelco Limitée in 1962. In 1968, he acquired a controlling stake in Power Corporation of Canada, an international management and holding company. He served as its Chairman and Chief Management Officer from 1968 to 1996. Today, he chairs the Company's Executive Committee. Paul Desmarais has been a Director of Groupe Bruxelles Lambert since 1982 and currently is Vice-Chairman of the Board of Directors.

Gérald Frère Managing Director

Business address: Groupe Bruxelles Lambert Avenue Marnix 24 – 1000 Brussels (Belgium)

Curriculum Vitae: Born on 17 May 1951, in Charleroi, Belgium, Belgian nationality After being educated in Switzerland, Gérald Frère joined the family company, Frère-Bourgeois group (Belgium), where he took up the duties of Managing Director. He is also Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (CNP-NPM) and a Regent of the National Bank of Belgium. He was appointed to the Board of Directors of Groupe Bruxelles Lambert in 1982. In 1993, he was named Managing Director and has chaired the Standing Committee since that time.

Thierry de Rudder Managing Director

Business address: Groupe Bruxelles Lambert Avenue Marnix 24 – 1000 Brussels (Belgium)

Curriculum Vitae: Born on 3 September 1949, in Paris, France, French and Belgian nationality Thierry de Rudder has degrees in mathematics from the University of Geneva and Free University of Brussels (ULB) and an MBA from Wharton School in Philadelphia. He began his career in the United States and joined Citibank in 1975, where he held various posts in New York and later in Europe. In 1986, he joined Groupe Bruxelles Lambert, becoming Managing Director in 1993.

(1) As transmitted individually to the Company by each of the members of the Board of Directors

GBL Corporate governance / 72 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Jean-Louis Beffa Director

Business address: Saint-Gobain “Les Miroirs”, 18, avenue d’Alsace – 92096 La Défense (France)

Curriculum Vitae: Born on 11 August 1941, in Nice, France, French nationality After earning a degree in mining engineering from the “Ecole polytechnique”, Jean-Louis Beffa went on to take degrees from the National College of Petroleum Engineering and the Political Science Institute in Paris. He began his career as an Engineer at the Ministry for Industry's Fuel Directorate, and then as Head of the Refining Service and Deputy Director. In 1974, he joined Compagnie de Saint-Gobain, of which he is Chairman-Chief Executive Officer since 1986. He has been a Director of Groupe Bruxelles Lambert since 1999.

Victor Delloye Director

Business address: Compagnie Nationale à Portefeuille S.A. Rue de la Blanche Borne 12 – 6280 Loverval (Belgium)

Curriculum Vitae: Born on 27 September 1953, Belgian nationality Victor Delloye has a law degree from Catholic University of Louvain (UCL) and is a graduate of the School of Business Studies (ICHEC). Since the 1989-1990 academic year, he has been a lecturer at ULB's Solvay Business School in the master's programme in tax planning. He joined Frère-Bourgeois group in 1987 and was named Director-General Secretary of CNP-NPM in 1994. He became a Director of Groupe Bruxelles Lambert in 1999.

Paul Desmarais Jr Director

Business address: Power Corporation of Canada 751, Square Victoria – Montreal, Quebec H2Y 2J3 (Canada)

Curriculum Vitae: Born on 3 July 1954 in Sudbury, Ontario, Canada, Canadian nationality Paul Desmarais Jr has a degree in business studies from McGill University in Montreal and an MBA from INSEAD in Fontainebleau. He began his career in England with S.G. Warburg & Co. Ltd., moving on to Standard Brands Incorporated in New York. In 1981, he joined Power Corporation of Canada, where he is now Chairman of the Board and co-Chief Management Officer. He has been a Director of Groupe Bruxelles Lambert since 1990.

Aimery Langlois-Meurinne Director

Business address: Pargesa Holding S.A. 11, Grand-Rue – 1204 Geneva (Switzerland)

Curriculum Vitae: Born on 27 May 1943, French nationality Aimery Langlois-Meurinne has a degree from the “Ecole Nationale d’Administration”. He began his career at Paribas (France) and worked a number of years in New York (AG Becker Paribas and Merrill Lynch Capital Markets). He is Director-General Manager of Pargesa Holding S.A. He has been a Director of Groupe Bruxelles Lambert since 1993.

GBL Corporate governance / 73 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Maurice Lippens Director

Business address: Fortis Rue Royale 20 – 1000 Brussels (Belgium)

Curriculum Vitae: Born on 9 May 1943, Belgian nationality Maurice Lippens has a doctorate in law from Free University of Brussels (ULB) and an MBA from Harvard Business School. He began his career in corporate turnarounds and in venture capital. He served successively as Director, Managing Director and Chairman-Managing Director of AG Group, which became Fortis in 1990. He served as Executive Chairman of Fortis until 2000 and has been a non-executive Chairman since that date. He was appointed a Director of Groupe Bruxelles Lambert in 2001.

Michel Plessis-Bélair Director

Business address: Power Corporation of Canada 751, Square Victoria – Montreal, Quebec H2Y 2J3 (Canada)

Curriculum Vitae: Born on 26 March 1942, in Montreal, Canada, Canadian nationality Michel Plessis-Bélair holds a master's degree in business from the Montreal Business School and an MBA from Columbia University in New York. He is also a Fellow of the Order of Chartered Accountants of Quebec. He began his career with Samson Bélair, moving on in 1975 to Société Générale de Financement du Québec where he held various management posts and also served as Director. In 1986, he joined Power Corporation of Canada and Corporation Financière Power, where he is today Vice-Chairman of the Board and Head of Financial Services, and Executive Vice-Chairman and Head of Financial Services respectively. He has been a Director of Groupe Bruxelles Lambert since 1990.

Gilles Samyn Director

Business address: Compagnie Nationale à Portefeuille S.A. Rue de la Blanche Borne 12 – 6280 Loverval (Belgium)

Curriculum Vitae: Born on 2 January 1950, in Cannes, France, French and Belgian nationality Gilles Samyn is a market development engineer, a graduate of the Solvay Business School (ULB), where he has held research and teaching posts since 1970. His career began in the Mouvement Coopératif Belge in 1972, after which Gilles Samyn moved on to Groupe Bruxelles Lambert in late 1974. After a year of self-employment, in 1983, he joined the Frère-Bourgeois group, where he is now Managing Director. He is also Vice-Chairman and Managing Director of CNP-NPM. He has been a Director of Groupe Bruxelles Lambert since 1987.

Amaury de Seze Director

Business address: PAI Partners 43, avenue de l’Opéra – 75002 Paris (France)

Curriculum Vitae: Born on 7 May 1946, French nationality Amaury de Seze has a degree from the Higher School of Business Administration ("Centre de Perfectionnement dans l’Administration des Affaires") and Stanford Graduate School of Business. His career began at Bull General Electric. From 1978 to 1993, he was with Volvo group, chairing Volvo Europe and serving as a member of the group's Executive Committee. In 1993, he joined Paribas group as a member of the Executive Board in charge of industrial affairs. Amaury de Seze is today Chairman of the Supervisory Board of PAI Partners. He is a Director of Pargesa Holding S.A. and has been a Director of Groupe Bruxelles Lambert since 1994.

GBL Corporate governance / 74 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Jean Stéphenne Director

Business address: GlaxosSmithKline 89, rue de l’Institut – 1330 Rixensart (Belgium)

Curriculum Vitae: Born on 1 September 1949, in Furfooz, near Dinant, Belgium, Belgian nationality Jean Stéphenne holds a degree in chemical engineering and agronomy from the Agronomy College of Gembloux, and a degree in management from Catholic University of Louvain (UCL). He began his career at SmithKline-Rit, where he moved up the ranks to become Chairman-Chief Executive Officer. He chaired UWE (Union Wallonne des Entreprises) from 1997 to 2000. He was named a Director of Groupe Bruxelles Lambert in 2003.

Arnaud Vial Director

Business address: Power Corporation of Canada 751, Square Victoria – Montreal, Quebec H2Y 2J3 (Canada)

Curriculum Vitae: Born on 3 January 1953 in Paris, France, French and Canadian nationality After completing a degree programme at the "Ecole supérieure d’Electricité", Arnaud Vial began his career in 1977 at Banque Paribas (Paris). In 1988, he joined Pargesa group. In 1997, he was named First Vice-Chairman for Finance of Power Corporation of Canada and of Corporation Financière Power. He was appointed a Director of Groupe Bruxelles Lambert at the Ordinary General Meeting on 27 April 2004.

1.2.2. Offices held by Directors in listed companies The following table shows the number of offices held at 31 December 2006 by each of the Directors in listed companies, in Belgium and in other countries.

Two figures are used for the number of offices. The first figure represents the total number of offices held; the second, smaller figure is obtained by consolidating the offices held in the same group as its representative in companies in which it holds shares.

The specific nature of a holding company is to own shares whose performance must be monitored by the company's managers. In this context, the Directors may legitimately hold more than five offices that constitute their main professional activities, which explains why the Charter departs from the Code's provision in this respect.

Number of offices Name of the listed company

Albert Frère 5 / 2 Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Métropole Télévision (F) Suez (F) L.V.M.H. (F)

Paul Desmarais 4 / 1 Power Corporation of Canada (CDN) Corporation Financière Power (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B)

Gérald Frère 5 / 3 Banque Nationale de Belgique (B) Corporation Financière Power (CDN) Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B)

Thierry de Rudder 5 / 2 Groupe Bruxelles Lambert (B) Imerys (F) Suez (F) Total S.A. (F) Compagnie Nationale à Portefeuille S.A. (1) (B)

(1) Directorship held for his own account

GBL Corporate governance / 75 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Number of offices Name of the listed company

Jean-Louis Beffa 4 / 4 BNP Paribas (F) Compagnie de Saint-Gobain (F) Gaz de France (F) Groupe Bruxelles Lambert (B)

Victor Delloye 3 / 1 Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B)

Paul Desmarais Jr 10 / 1 Power Corporation of Canada (CDN) Corporation Financière Power (CDN) Great-West Life & Annuity Insurance Company (USA) Great-West Lifeco Inc. (CDN) IGM Financial Inc. (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Imerys (F) Suez (F) Total S.A. (F)

Aimery Langlois-Meurinne 5 / 3 Club Méditerranée (F) Eiffage (F) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Imerys (F)

Maurice Lippens 5 / 5 Belgacom (B) Fortis S.A./N.V.(B) Fortis N.V. (NL) Groupe Bruxelles Lambert (B) Total S.A. (F)

Michel Plessis-Bélair 6 / 1 Power Corporation of Canada (CDN) Corporation Financière Power (CDN) Great-West Lifeco Inc. (CDN) Société Financière IGM (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B)

Gilles Samyn 5 / 3 Compagnie Nationale à Portefeuille S.A. (B) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Eiffage (F) Groupe Flo (F)

Amaury de Seze 6 / 5 Carrefour (F) Eiffage (F) Power Corporation of Canada (CDN) Pargesa Holding S.A. (CH) Groupe Bruxelles Lambert (B) Publicis Groupe (F)

Jean Stéphenne 4 / 4 Fortis Banque S.A./N.V. (B) Groupe Bruxelles Lambert (B) IBA (B) Besix (B)

Arnaud Vial 1 / 1 Groupe Bruxelles Lambert (B)

GBL Corporate governance / 76 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 1.2.3. Family ties between members of the Board of Directors Albert Frère is Gérald Frère's father. Gérald Frère is Thierry de Rudder's brother-in-law. Paul Desmarais is Paul Desmarais Jr's father.

1.2.4. Management expertise and experience of members of the Board of Directors Among the criteria laid down for the appointment of Directors is their expertise and experience in management and finance.

The activity exercised and offices held by the Directors (see appendix page 94) attest to the experience and the expertise of each one.

1.2.5. Absence of conviction for fraud or of public incrimination and/or penalties In the course of the last five years, there have never been any official public charges made and/or penalties handed down against any of the Directors by statutory or regulatory authorities.

Likewise, none of the Directors has ever been prohibited by a court from acting in the capacity of member of a management body or from taking part in the management or pursuit of an issuer's activities.

1.2.6. Bankruptcy, placing in receivership or liquidation of companies with which a Director has ties as board member over the last five years None of the Directors has ever been associated with a bankruptcy, placing in receivership or liquidation, with the exception of Victor Delloye and Gilles Samyn. They declare that, as members of the Board of Directors of Loverfin S.A., they were involved in the dissolution and placing in liquidation (as well as the distribution of incentive earnings) of this company by unanimous agreement of the shareholders, at 19 December 2003, as part of an employee profit-sharing scheme of Compagnie Nationale à Portefeuille S.A.

1.2.7. Potential conflicts of interests between members of the Board of Directors Potential conflicts of interests between the duties of Directors towards the Company and their private interests and/or other duties are the following:

• Albert Frère, Gérald Frère, Victor Delloye and Gilles Samyn are all Director of Pargesa Holding S.A. and also hold different Directorships in Frère-Bourgeois/CNP-NPM group.

• Paul Desmarais, Paul Desmarais Jr and Michel Plessis-Bélair are Director of Pargesa Holding S.A. and also hold different Directorships in Power Corporation of Canada group.

• Thierry de Rudder is a Director of Compagnie Nationale à Portefeuille S.A.

• Amaury de Seze is a Director of Pargesa Holding S.A. and is also a Director in a Power Corporation of Canada group company and in a Frère-Bourgeois/CNP-NPM group company.

• Aimery Langlois-Meurinne is Director-General Manager of Pargesa Holding S.A.

• Arnaud Vial is First Vice-Chairman for Finance of Power Corporation of Canada and of Corporation Financière Power.

1.2.8. Arrangements or agreements concluded with the principal shareholders The Company has not concluded with the main shareholders any arrangements or agreements by virtue of which the Directors have been selected as members of the Board of Directors.

1.2.9. Shares held in GBL's capital (shares and options) Directors Albert Frère, Gérald Frère, Thierry de Rudder, Jean-Louis Beffa, Victor Delloye, Paul Desmarais Jr, Aimery Langlois-Meurinne, Maurice Lippens, Michel Plessis-Bélair, Gilles Samyn, Amaury de Seze and Arnaud Vial own no shares in GBL's capital.

Paul Desmarais owns 500 GBL shares. Jean Stéphenne owns 86 GBL shares.

On 2 March 2007, Gérald Frère holds 36,000 options corresponding to 180,000 GBL shares and Thierry de Rudder holds 4,000 options corresponding to 20,000 GBL shares.

1.2.10. Restriction concerning the transfer of shares in GBL's capital To the best of the Company's knowledge, there are no restrictions concerning the transfer, within a certain period of time, of a Director's holding of GBL's capital, with the exception of what is stipulated for closed periods.

GBL Corporate governance / 77 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 1.3. Executive Management and Chief Executive Officer (CEO) The Board of Directors has appointed three Managing Directors, Albert Frère, Gérald Frère and Thierry de Rudder, to handle the Company's day-to-day management. In accordance with the decision of the Board of Directors of 17 March 2005, they make up the Company's Executive Management. The Executive Management is chaired by Albert Frère in his capacity as CEO.

The Code recommends a separation between the responsibilities of the Chairman of the Board of Directors and those of the CEO.

The offices of Chairman and CEO of GBL are held by the same person. This situation is the result of the Company's history: Albert Frère took up the duties of CEO of GBL in 1982 and has chaired the Board of Directors since 1987. There are no plans for the moment to separate the roles of Chairman of the Board and CEO.

1.4. Remuneration of members of the Board of Directors 1.4.1. Remuneration policy The remuneration of the Managing Directors comprises a fixed recurring amount and a medium-term share in the Company's profits in the form of an annual stock option plan. The fixed remuneration is reviewed every four years on the basis of the Company's performance on the market. The base reference is the market median, the upper bracket applying only to the extent that GBL's performance over the last decade has been in the top quartile of BEL 20 and CAC 40 companies.

The Managing Directors benefit from a pension plan with fixed contributions financed by GBL through a pension fund. In the event a Director gives up his office or positions before the age of 62, without serious cause, the Managing Directors may demand compensation equal to the fixed remuneration for one to three years, as follows: • one year for seniority of no more than 5 years; • two years for seniority of between 5 and 15 years; and • three years for seniority of more than 15 years. Departure by mutual consent is comparable to stepping down from office.

There is no service contract between members of the Board of Directors and the Company or any of its subsidiaries providing for the grant of any advantages upon conclusion of such a contract.

The Managing Directors may use the aircraft of the Company for private purposes within the limits established in the Rules of Procedure. The CEO is obliged by the Board of Directors to use it for all his travels. Use by the Managing Directors is treated as benefit in kind and the amount involved is listed as remuneration.

The Company publishes in this annual report, on an individual basis, the remuneration of the non-executive members of the Board of Directors and of Executive Management, including the CEO. The amounts taken into account are those paid, directly or indirectly, individually to the Directors by all GBL consolidated and associated companies.

1.4.2. Publication of gross remuneration 2005-2006 1.4.2.1. Remuneration of non-executive Directors

Board Board Committee Special Total Total in EUR Member Member mandates Other 2006 2005

(1) (2) (2)

Jean-Louis Beffa 37,500 25,000 - - 62,500 62,500 Victor Delloye 37,500 - - - 37,500 37,500 Paul Desmarais (3) 62,500 25,000 - - 87,500 87,500 Paul Desmarais Jr 37,500 25,000 - 126,500 189,000 181,000 Aimery Langlois-Meurinne 37,500 - - - 37,500 37,500 Maurice Lippens 37,500 25,000 - - 62,500 62,500 Michel Plessis-Bélair 37,500 50,000 - - 87,500 87,500 Gilles Samyn 37,500 50,000 1,000,000 154,911 1,242,411 254,000 Amaury de Seze 37,500 37,500 - - 75,000 75,000 Jean Stéphenne 37,500 12,500 - - 50,000 41,667 Arnaud Vial 37,500 - - - 37,500 37,500 Total 437,500 250,000 1,000,000 281,411 1,968,911 964,167

(1) Amounts decided by the Ordinary General Meeting of 26 April 2001 (2) Remuneration for offices held in companies in which they represent GBL (3) Vice-Chairman of the board

An extra remuneration related to the sale of GBL’s stake in Bertelsmann was paid to Gilles Samyn and is entered under the heading “Special mandates”.

GBL Corporate governance / 78 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 1.4.2.2. Remuneration of Executive Management

Fixed Non-recurring Total Total in EUR remuneration remuneration Other benefits 2006 2005

Albert Frère 2,496,200 3,000,000 22,207 5,518,407 2,031,938 Benefit in kind (1) 20,236 Insurance 1,971

Gérald Frère 1,443,505 - 169,245 1,612,750 1,574,571 Pension contribution 162,332 Benefit in kind (1) 4,683 Insurance 2,230

Thierry de Rudder 1,535,442 542,000 271,583 2,349,025 1,699,715 Pension contribution 269,612 Insurance 1,971

Total 5,475,147 3,542,000 463,035 9,480,182 5,306,224

(1) Related primarily to private use of the aircraft The amount of remuneration paid directly or indirectly to members of Executive Management includes remuneration for mandates in the companies in which they represent GBL. Members of Executive Management receive no remuneration for their Directorship as such

The fixed remuneration of Executive Management has been increased for the 2006-2009 period on the basis of a study carried out by Towers Perrin/Boyden and according to a sampling of BEL 20 and CAC 40 companies. This remuneration will remain unchanged for three years. An extra remuneration related to the sale of GBL’s stake in Bertelsmann was paid to Albert Frère and Thierry de Rudder and is entered under the heading “Non-recurring remuneration”.

1.5. Board meetings held in 2006 and participation of Directors The Board of Directors met seven times in 2006: for four meetings, certain members participated by telephone, while one meeting was held via videoconference. The Board of Directors also took decisions by writing on three occasions.

The Directors' individual rate of participation in these meetings stands as follows:

Directors Participation rate

Albert Frère 100% Paul Desmarais (1) 30% Gérald Frère 100% Thierry de Rudder 100% Jean-Louis Beffa 80% Victor Delloye 100% Paul Desmarais Jr 90% Aimery-Langlois Meurinne 70% Maurice Lippens 80% Michel Plessis-Bélair 70% Gilles Samyn 100% Amaury de Seze 100% Jean Stéphenne 90% Arnaud Vial 100% Overall total 86.43%

(1) Paul Desmarais' absences correspond to periods of convalescence

The main subjects addressed and the resolutions adopted by the Board of Directors for the past year may be summarised as follows:

• 13 January 2006 The Board approved, by circular for reasons of speediness, the negotiation of the Company's credit lines.

• 26 January 2006 The Board ruled in favour of the launch of the Bertelsmann IPO procedure foreseen by the shareholders' agreement of Bertelsmann. The same Board meeting approved the principle of increasing GBL's shareholding in Lafarge.

GBL Corporate governance / 79 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 • 28 March 2006 In addition to traditional tasks related to the approval of the consolidated accounts and financial statements at 31 December 2005 and monitoring of the group's shareholdings, the Board decided to proceed to a capital increase with preferential rights of some EUR 703 million. It also approved the Underwriting Agreement and the prospectus on this operation. The Board also examined a possible shareholding, in the amount of EUR 150 million, in the Sagard II private equity fund to be established by Power Corporation of Canada before the summer of 2006. Because this is an operation with a company having ties with GBL, the Board decided, pursuant to the procedure dictated by Article 524 of the Company Code, to submit the investment project to a committee of independent Directors, whose members it appointed. On the basis of that committee's work and the opinion of the independent expert, Degroof Corporate Finance, the Board issued its unanimous approval. That investment was enacted by circular on 14 June 2006.

• 3 May 2006 GBL decided to continue raising its shareholding in Lafarge.

• 30 May 2006 The Board expressed its agreement with the principle of the disposal, by private agreement, of the 25.1% shareholding in Bertelsmann and with the practical arrangements of that transaction, which was enacted on 4 July 2006.

• 14 June 2006 The Board approved, on an urgent basis and by circular, the consolidation of GBL's position in Suez.

• 12 September 2006 The Board of Directors adopted the half-yearly accounts for 2006 and approved the investment of EUR 175 million in the new Ergon Capital Partners II fund, held in partnership with Parcom Ventures, a wholly-owned subsidiary of ING. The Board also deemed advisable to continue increasing the group's holding in the capital of Lafarge.

• 8 November 2006 The Board reviewed the evolution of the Suez/Gaz de France merger operation. It also took an option on a new aircraft deliverable in 2008 with a view to replacing the group's current aircraft.

• 22 December 2006 The Board of Directors reviewed the situation of Pernod Ricard. It ratified the investments made to date, and authorised to continue the constitution of the shareholding. At the same meeting, the Board adopted decisions concerning the Company's remuneration policy and the recurring and non-recurring remuneration of certain Directors. As the latter had an interest of an economic nature adverse to that of the Company, the procedure dictated by Article 523 of the Company Code was applied.

1.6. Effectiveness and assessment of the Board The rules of procedure of GBL's Board of Directors, which entered into force at the end of 2005, established that the Board shall assess its performance at regular intervals of no more than three years.

An initial assessment is scheduled for 2007 on the activities of the Board of Directors in 2006. It will be based on a questionnaire transmitted to all members of the Board of Directors. The document will particularly cover the question of the interaction between the non-executive Directors with Executive Management. Indeed, the Charter does not make provision for an annual meeting of non-executive Directors without the presence of the Executive Directors.

GBL Corporate governance / 80 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2. Board Committees

The Board of Directors is assisted by the Standing Committee, the Nomination and Remuneration Committee and the Audit Committee, which carry out their activities under its responsibility.

2.1. Standing Committee 2.1.1. Composition The Standing Committee has eight members, namely:

Members of the Standing Committee Current term

Gérald Frère, Chairman 2005-2008 Paul Desmarais 2005-2008 Paul Desmarais Jr 2005-2008 Albert Frère 2005-2008 Michel Plessis-Bélair 2004-2007 Thierry de Rudder 2006-2009 Gilles Samyn 2005-2008 Amaury de Seze 2004-2007

Membership of the Standing Committee corresponds to the Directorship.

The Directorships of Michel Plessis-Bélair and Amaury de Seze expire at the conclusion of the General Meeting. The Board of Directors, meeting on 6 March 2007, decided to renew their appointments as members of the Standing Committee subject to their re-election to the Board by the General Meeting of 24 April 2007.

2.1.2. Frequency of meetings The Standing Committee met on four occasions in 2006. The Directors' individual attendance rate at these meetings stands as follows:

Directors Participation rate

Gérald Frère 100% Albert Frère 100% Thierry de Rudder 100% Paul Desmarais (1) 0% Paul Desmarais Jr 100% Michel Plessis-Bélair 50% Gilles Samyn 100% Amaury de Seze 100% Overall total 81.25%

(1) Paul Desmarais' absences correspond to periods of convalescence

At its meeting in March 2006, the Standing Committee carried out an analysis and proposed to the Board of Directors to increase the Company's capital, while observing preferential rights, in the amount of some EUR 703 million.

At its meetings in May, September and November 2006, the Committee analysed several investment projects and made recommendations to the Board concerning, particulary, the shareholdings in Lafarge, Suez and Pernod Ricard.

GBL Corporate governance / 81 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2.2. Nomination and Remuneration Committee 2.2.1. Composition The Committee currently has five members:

Members of the Nomination and Remuneration Committee Current term

Maurice Lippens, Chairman 2004-2007 Michel Plessis-Bélair 2004-2007 Gilles Samyn 2005-2008 Amaury de Seze 2004-2007 Jean Stéphenne 2004-2007

Membership of the Committee corresponds to the Directorship.

The Directorships of Maurice Lippens, Michel Plessis-Bélair, Amaury de Seze and Jean Stéphenne expire at the conclusion of the General Meeting. The Board of Directors, meeting on 6 March 2007, decided to renew their appointments as members of the Nomination and Remuneration Committee subject to their re-election to the Board by the General Meeting of 24 April 2007.

All members of the Nomination and Remuneration Committee are non-executive Directors, two of whom are independent.

According to the Code, the majority of members of the Nomination and Remuneration Committee must be independent Directors. GBL does not consider this provision to be compatible with the structure of its controlling shareholding but intends to see to it that at least half the members of this Committee are independent Directors.

2.2.2. Frequency of meetings The Committee met twice in 2006, and adopted one resolution by circular. Members' participation rate in these meetings was 100%.

At its meeting in March 2006, the Committee proposed the re-election of Thierry de Rudder as Director and also recommended the renewal of his membership of the Standing Committee and his responsibility for day-to-day management. It also reviewed the group's use in 2005 of the Company's aircraft and proposed a number of changes to the rules of procedure related thereto. The rules establish both the conditions for use of the aircraft for professional reasons and limits on its private use by Managing Directors.

The Committee drew up a proposal to the Board of Directors relating to the 2005 remuneration of the CEO and reviewed information on the remuneration of the Executive and non-executive Directors to be published in the GBL Annual Report. It decided to carry out, with the assistance of an external consultant, a new study on remuneration and other benefits granted to executives and managers of GBL, the last one dating from 2002. On supplemental pensions, it adopted new mortality charts reflecting improved life expectancy.

In June 2006, the Committee decided by circular to propose to the Board of Directors the appointment of Gunter Thielen as an independent Director.

Finally, in December 2006, the Committee proposed to the Board of Directors to adapt the group's remuneration policy to the results of the study carried out by the external consultants, and, in line with that policy, drew up different proposals for the remuneration of Executive and non- executive Directors. It also decided to implement, via questionnaire, the procedure for evaluating the working of the Board of Directors and the interaction of the non-executive Directors with Executive Management.

2.3. Audit Committee 2.3.1. Composition The Committee currently comprises three members, namely:

Members of the Audit Committee Current term

Jean-Louis Beffa, Chairman 2004-2007 Michel Plessis-Bélair 2004-2007 Gilles Samyn 2005-2008

Membership of the Committee corresponds to the Directorship.

GBL Corporate governance / 82 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 The Directorships of Jean-Louis Beffa and Michel Plessis-Bélair expire at the conclusion of the General Meeting. The Board of Directors, meeting on 6 March 2007, decided to renew their appointment as member of the Audit Committee subject to their re-election to the Board by the General Meeting of 24 April 2007.

The three Committee members are non-executive Directors and Chairman, Jean-Louis Beffa, is an independent Director. In accordance with the terms of the Charter, at least half the Committee members must be independent Directors. Accordingly, with a view to complying with that requirement, the Board of Directors, at its meeting on 6 March 2007, decided to appoint Gunter Thielen as a new member of the Audit Committee, subject to his appointment as an independent Director at the Ordinary General Meeting of 24 April 2007.

As a reminder, the Code also provides that the majority of Committee members must be independent Directors. As this provision is incompatible with GBL's controlling shareholding, the Company's Charter allows a derogation.

2.3.2. Frequency of meetings The Audit Committee met four times in 2006. The Committee members participated in meetings either physically or by telephone.

The Directors' individual attendance rate at these meetings stands as follows:

Directors Participation rate

Jean-Louis Beffa 75% Michel Plessis-Bélair 100% Gilles Samyn 100% Overall total 91.67%

One of the Managing Directors, the Company's Financial Director, as well as the permanent representative of the Auditor, Michel Denayer, were invited to all of the Committee's meetings.

At these meetings, the Audit Committee examines, as a matter of priority, the Company's consolidated financial statements, for the yearly or half-yearly situation, or the consolidated results for the quarterly situations. In the context of the annual accounts, it reviewed ongoing litigation and looked into accounting methods for shareholdings in private equity funds. It also examined the capital increase operation.

The Committee reviewed the projections and budgets submitted to it, as well as the press releases before their submission to the Board of Directors.

Finally, in November 2006, the Audit Committee submitted to the Board of Directors a proposal for amendment of the rules of procedure establishing that, when the Chairman is prevented from attending, he may appoint a member of the Committee to chair the meeting in his absence.

2.3.3. Assessment In terms of the evolution and effectiveness of its work, the Committee can propose changes to its rules of procedure at any time. The Charter therefore does not make provision for an annual review of the Committee's rules of procedure and of its effectiveness; such a procedure would no doubt be cumbersome and inadvisable.

3. Internal control

The Company has an internal control system adapted to the way it operates. Every transaction executed must have the prior consent of at least two people.

In 2006, Executive Management, assisted by the Auditor, identified and established priorities among the main risks likely to occur in connection with the Company's activity.

Executive Management also gave the Auditor a mandate to assess the general internal control environment, as well as the internal control activities specifically put in place to control identified risks.

There is no internal audit function in the group. However, it is the Company’s opinion that this situation is acceptable given the structure of internal control and the nature of the activities.

Lastly, from March 2006, internal control also comprises a procedure for the notification of malfunctions, application of which is monitored by the Audit Committee, through the Compliance Officer.

GBL Corporate governance / 83 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 4. Policy on conflicts of interests

A conflict of interests covered by Article 523 of the Company Code arised at the Board of Directors meeting of 22 December 2006 and was addressed in accordance with the procedure dictated by that article.

The Auditor was informed of this situation and the text of the resolution on the subject is reproduced in full below:

“…Before addressing that point, Albert Frère, Gérald Frère, Thierry de Rudder and Gilles Samyn declared that a conflict of interest existed within the meaning of Article 523 of the Company Code, to the extent that the Board of Directors is invited to give its view on proposals relating to remuneration policy and the remuneration suggested by the Nomination and Remuneration Committee meeting of 13 December last. The Company's Auditor has been informed of this situation.

Following that declaration, the persons concerned left the meeting.

The Chairman of the Nomination and Remuneration Committee commented on the Committee's different recommendations dated 13 December 2006 relating to: - remuneration policy; - the proposed remuneration for 2006-2009 for Executive Management; - the exceptional bonuses to be granted to Albert Frère and Thierry de Rudder; and - the exceptional emoluments to be paid to Gilles Samyn.

The Chairman explained that the remuneration would be entered in the annual report on a gross basis, reflecting the costs for the group at consolidated level and detailing the non-recurring and recurring items.

The members of the Board are invited to consult the Committee's report.

After deliberation, the Board of Directors approved: - the remuneration policy proposed by the Nomination and Remuneration Committee; - the proposed increase in the remuneration of the Executive Directors as recommended by the Nomination and Remuneration Committee; - the grant of non-recurring remuneration to Albert Frère, Thierry de Rudder and Gilles Samyn, as detailed above.

All these decisions represent a cost of EUR 4.7 million (of which EUR 4.0 million correspond to non-recurring expenses), which remain reasonable compared to the results achieved”.

Outside the scope of Article 523 of the Company Code, GBL was confronted with two situations for which a Director declared that he did not wish to participate in the Board's deliberations, for reasons of professional ethics and functional conflict, respectively.

During financial year 2006, the Company implemented the procedure established by Article 524 of the Company Code for the investment project in the Sagard II private equity fund set up by Power Corporation of Canada, a company having ties with GBL. This investment was approved on the basis of a report drawn up by a committee of three independent Directors appointed for that purpose. The committee concluded that:

“Based on that work and on the opinion of the independent expert, Degroof Corporate Finance, the independent Directors consider that the proposed commitment of subscribing in the amount of EUR 150 million to the Sagard II-B fund would not result in wilful damage in the light of the policy implemented by GBL, nor in any injury to GBL.”

In his report on the non-consolidated annual accounts, the Auditor uses the same descriptions and conclusions as the report by the independent Directors and includes no additional comments.

The Board of Directors approved on the basis of these conclusions the investment of EUR 150 million in Sagard II-B. The decision, adopted by circular, is dated 14 June 2006, the date of the final signature of one of the copies of the document that includes the Directors' approval.

5. Policy on transactions on GBL shares

The rules of procedure relating to transactions on GBL shares, annexed to the Company's Charter, lay down the Company's internal policy on the prevention of unfair trading. The Board of Directors, at its meeting on 6 March 2007, amended the rules to adapt them to the latest legal developments in this connection (Royal Decrees of 24 August 2005 and of 5 March 2006 on unfair trading). Indeed, as from 10 May 2006, GBL’s Directors and persons having close ties with them are obliged to notify to the Banking, Finance and Insurance Commission, all transactions on GBL shares enacted on their behalf, whereas initially, the Charter had imposed this reporting obligation on the Company. A copy of the amended rules was sent for information to all members of the Board of Directors and to staff.

GBL Corporate governance / 84 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 An opinion was also sent to the persons in possession or presumably in possession of privileged information to announce the start of the period of prohibition on transactions. A timetable showing the closed periods as defined in the Charter was also transmitted to the Directors and staff at the start of 2007.

Finally, the Compliance Officer ensures the application of all legal measures relating to unfair trading and the measures laid down by the Charter. The Compliance Officer is available to provide information on this subject to members of the Board of Directors and staff.

6. Staff and organisation

Executive Management Albert Frère (Chairman) Gérald Frère Thierry de Rudder

General Secretariat and Legal Ann Opsomer

Management of Investments Michel Chambaud Olivier Pirotte Bruno Bayet Laurent Raets (since 1 December 2006)

Finance Patrick De Vos Axelle Henry Accounts André Helbo Philippe Debelle Philippe Lorette Consolidation Laurent Berckmans Taxation Pascal Reynaerts Treasur y Bruno Bayet Marc Desclez (until 30 June 2006)

Human Resources and IT Michel Hucklenbroich Fabien Vanoverberghe (since 1 February 2006) Fabienne Prozenko (until 30 June 2006)

Research and Documentation Marie Skiba Laurence Flamme

Luxembourg Laurence Mathieu

Netherlands Gerard Bollweg Sophia Harms

The Managing Directors hold regular meetings with the heads of the Company's different departments so as to monitor the group's operational activities and review all management measures needed.

GBL Corporate governance / 85 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 7. Employee profit-sharing scheme

On 15 June 1999, the Board of Directors of Groupe Bruxelles Lambert put in place a stock option plan for group employees and Managing Directors. For details, see note 6. D. to the consolidated financial statements, page 53.

At its meeting on 6 March 2007, the Board of Directors decided to put in place a new stock option plan, whose budget shall be proposed to the Ordinary General Meeting of 24 April 2007 for approval.

8. Shareholders

8.1. Compliance with Code provisions in respect of shareholders The Company abides by all Code provisions in respect of shareholders with the exception of those regarding the shareholders' right to submit proposals to the General Meeting.

Under the Code, the level of shareholding for the submission of proposals by a shareholder to the General Meeting should not exceed 5% of the capital. GBL, however, refers to the Company Code and grants this right only to those shareholders holding one fifth (20%) of the capital.

The Company considers that it achieves the aim sought by the Belgian Code on Corporate Governance by offering shareholders the possibility of raising any questions concerning the Company's accounts and strategy at the General Meeting. The General Meeting is seen as the privileged forum for dialogue with GBL's shareholders who, due to the small number of persons present, have ample opportunity to enter into discussions with the Company's management.

8.2. Relations with dominant shareholders The Company's shareholding is characterised by the presence of a controlling shareholder, Pargesa Holding S.A. (through its 100% subsidiary, Pargesa Netherlands B.V.). Pargesa Holding S.A. is incorporated under Swiss law, which is itself controlled by Parjointco N.V., incorporated under the laws of the Netherlands and with its capital held 50-50 by Frère-Bourgeois/CNP-NPM group and Power Corporation of Canada group, under the terms of an agreement concluded between the two groups in 1990.

The agreement aims to establish and maintain equality between the shareholdings of Power Corporation of Canada group and those of Frère-Bourgeois/CNP-NPM group in Pargesa Holding S.A., GBL and their respective designated subsidiaries.

Each has agreed not to acquire, hold or sell interests in these companies, either directly or indirectly, and has granted the other a right of pre-emption, subject to certain restrictions, on shares in Pargesa Holding S.A. and GBL in the event of the sale of such shares during a five-year period from expiry of the agreement.

The agreement was prolonged in 1996 and will expire in 2014 if not renewed.

8.3. Information on shareholding structure Under Article 514 of the Company Code, shareholders must submit a declaration when their voting rights either exceed or slip below the 5%, 10%, 15% (and other multiples of 5%) levels. GBL has not made use of the option provided by law to set more restrictive thresholds.

The latest transparency declaration issued in accordance with the law of 2 March 1989 on the publication of important shareholdings, is posted as early as possible on the website and is included yearly in the annual report, which also reproduces the structure of the controlling shareholder at 31 December of the year under review in the report.

8.3.1. Shareholding structure at 30 April 2001 The shareholding structure, based on the latest declaration dated 30 April 2001, is as follows:

Shareholders Number of shares %

Pargesa Netherlands B.V. 66,700,695 48.23 Herengracht 483, NL-1017 BT Amsterdam Sagerpar 3,751,385 2.71 Avenue Marnix 24, 1000 Brussels Brussels Securities 1,327,169 0.96 Avenue Marnix 24, 1000 Brussels Fonds de Pension GBL 7,500 0.01 Avenue Marnix 24, 1000 Brussels Total Pargesa and associated companies 71,786,749 51.91

GBL Corporate governance / 86 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 8.3.2. Organisation chart of shareholding in GBL at 31 December 2006

GROUP FRERE-BOURGEOIS/ POWER CORPORATION CNP-NPM OF CANADA

50% PARJOINTCO N.V. 50%

54.1% 62.9% (1) PARGESA HOLDING S.A.

100%

PARGESA NETHERLANDS B.V.

48.3% 50.1% (1)

GBL

100%

Brussels Securities 3.6%

100%

Sagerpar

(1) Voting rights

9. Charitable donations

Our philosophy in respect of charitable donations remains consistent, focusing on contributions to three principal sectors, namely: • charitable organisations • scientific research • culture.

The Managing Directors meet regularly to review the many requests for funds submitted to the Company. Decisions are taken on a case-by-case basis on the merits of each request.

In 2006, a total of EUR 1.1 million was allocated to 68 beneficiaries. These included Fonds Charles-Albert Frère, Fondation Roi Baudouin, Fondation Louvain, Fondation St Luc, Cliniques Universitaires St Luc and Fondation de l’Université de Laval.

GBL Corporate governance / 87 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Information relating to the company

History and development

The company is the result of the merger in April 2001 between GBL S.A. and Electrafina, in which GBL S.A. held more than an 80% stake.

Since then, the group’s portfolio has been essentially focused on a limited number of companies in which GBL gradually consolidated its interest and for which it can act as professional shareholder. Moreover, the company made new investments in Lafarge and Pernod Ricard for instance by taking advantage of the market opportunities.

Name

Groupe Bruxelles Lambert Groep Brussel Lambert in abbreviated form "GBL"

The French and Dutch registered names may be used together or separately.

Registered office (Article 1 of the Articles of Association)

Avenue Marnix 24 – 1000 Brussels

The registered office may be transferred to any other address in Belgium on a decision by the Board of Directors.

Legal form, incorporation and statutory publications

The company was incorporated on 4 January 1902 as a limited liability company under Belgian law, by deed enacted by Edouard Van Halteren, Notary in Brussels, published in the Appendices to the Moniteur Belge of 10 January 1902, reference number 176. The Articles of Association have been amended on a number of occasions, most recently by a deed enacted on 5 May 2006 published in the Appendices to the Moniteur Belge of 1 June 2006, reference numbers 0090391 and 0090392.

Legislation governing its activities

The company is governed by existing and future laws and regulations applicable to limited liability companies and by its Articles of Association.

The company is listed in the Register of Legal Entities (RPM) under business number 0407.040.209. This number replaces the Trade Register Number (3.902), the VAT number and the social security number.

Term (Article 3 of the Articles of Association)

The company is incorporated for an unlimited period.

GBL Information relating to the company / 88 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Corporate object (Article 2 of the Articles of Association)

The object of the company is to: • conduct on its own behalf or on behalf of third parties any and all real estate, financial and portfolio management transactions; to this end, it may set up companies or bodies, acquire shares therein, and conduct any financing, payment, lending, security or deposit transactions; • carry out studies of all kinds and provide technical, legal, accounting, financial, commercial, administrative or management assistance, on behalf of companies or bodies in which it directly or indirectly owns shares, or on behalf of third parties; • provide on its own behalf or on behalf of third parties any transport or transit operations.

The company may take an interest, through capital contributions or mergers, in any existing or future companies or bodies whose object might be similar or related to its own or that might be of such a nature as to confer an advantage in the pursuit of its corporate object.

Capital

Issued capital At 31 December 2006, the fully paid-up share capital amounted to EUR 595,696,415.39. It is comprised of 147,167,666 shares without nominal value.

All shares within share capital have the same rights.

In accordance with Article 28 of the Articles of Association, each share entitles its holder to one vote. GBL has not issued any other class of shares, such as non-voting or preferential shares.

Share capital structure Number of shares

Registered 76,289,659 Bearer 70,878,007

In accordance with the law of 14 December 2005 on the abolition of bearer securities, the company's shares may only be issued in registered or dematerialised form as from 1 January 2008. A proposal is consequently submitted to the Extraordinary General Meeting of 24 April 2007 to adapt the company’s Articles of Association to the terms of this law.

Authorised capital The Extraordinary General Meeting held on 27 April 2004 renewed for a five-year period the authorisation granted to the Board of Directors to: • increase the share capital, on one or more occasions, up to a total of EUR 125 million; • decide one or more issues of bonds convertible into shares or subscription rights or other securities carrying future rights to shares in the company, up to a total value such that the capital increases that may result from the exercise of subscription or conversion rights attached to the bonds, rights or shares, shall not exceed the above authorised limit.

In both cases, the Board of Directors may, in the interest of the company, limit or cancel shareholders' preferential subscription rights in conformity with the terms and conditions laid down by law.

This authorisation, first granted in 1987, was renewed on 25 May 1993, 28 May 1996, 25 May 1999 and 27 April 2004 and is valid for a five-year period from 27 May 2004, i.e. until May 2009. Further to the capital increase implemented in the framework of the company's authorised capital, the latter was reduced to EUR 89,106,210.15. On the basis of this latest amount on 31 December 2006, a maximum of 22,013,818 new shares may still be issued. Although this autorisation will expire in 2009, the company proposes to renew it already for a five-year period at the Extraordinary General Meeting of 24 April 2007 covened for the abolition of bearer securities.

The Board of Directors is also authorised to increase the capital through contributions in kind or in cash, with restrictions or cancellations of shareholders' preferential subscription rights in the event of a public takeover bid.

The share capital increases realised by virtue of this authorisation shall be charged against the remaining amount of authorised capital. It is not proposed to the Extraordinary General Meeting of 24 April 2007 to renew this authorisation which expires in April 2007.

Employee stock option plan Details on the 1999 stock option plan can be found on page 53 of this annual report.

GBL Information relating to the company / 89 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Treasury shares The Ordinary General Meeting of 25 April 2006 renewed the authorisation given to the company's Board of Directors, for a period of 18 months, to buy a maximum of 14,716,766 GBL's shares on the Stock Exchange, i.e. 10% of the share capital. The value of these acquisitions may not be more than 10% below the lowest share price over the 12 months preceding the transaction, nor may they be more than 10% above the highest share price of the previous 20 market quotations.

This authorisation also covers buying by GBL's subsidiaries.

The GBL General Meeting of 24 April 2007 will be asked to renew for a further 18 months period the decision authorising the Board of Directors to buy the company's treasury shares, under the price conditions as described above.

In parallel with the authorisation granted by the Ordinary General Meeting referred to above, GBL's Articles of Association authorise the Board of Directors, until 27 April 2007, to buy or sell the company's shares when such transactions are necessary to prevent serious and imminent damage to the company. For this very specific purpose, the Board may act in the markets without being bound by the constraints set by the General Meeting. No shares were bought or sold in 2006 by virtue of this authorisation granted to the Board by the General Meeting of 27 April 2004. It is not proposed to the General Meeting of 24 April 2007 to prolong the authorisation for a three-year period.

Acquisitions and transfers of treasury shares in 2005 and 2006 are detailed on page 57 of this annual report.

Exchangeable loans In 2005, GBL issued bonds exchangeable for GBL shares. The details of the issue are found on page 50 of this annual report.

Documents on display

Shareholders’ access to information and website With the aim of facilitating shareholders' access to information, GBL has set up a website (http://www.gbl.be).

The site, which contains the information required under the Royal Decree of 31 March 2003 concerning the obligations of issuers of financial instruments accepted for trading on a regulated Belgian market, amended on several occasions, and most recently on 4 October 2006, is updated regularly.

The site presents the GBL accounts, annual reports and all press releases put out by the Company and contains all useful and necessary information on General Meetings and on shareholders' participation in such meetings, in particular the conditions laid down by Articles 27 and 29 of the Articles of Association, concerning the convening of General Meetings (Ordinary and Extraordinary) of shareholders.

Availability of company documents for public consultation The company's Articles of Association may be consulted at the Registry of the Brussels Commercial Court, at the company's registered office and on its website (http://www.gbl.be).

The annual accounts are deposited with the National Bank of Belgium. Resolutions relating to the appointment and resignation of members of the company's executive bodies are published in the Appendices to the Moniteur Belge. Financial announcements relating to the company are published in the financial press and daily newspapers. Other documents available for public inspection may be consulted at the company's registered office.

The company's annual report is sent each year to registered shareholders and to any person requesting a copy; it is available free of charge at the registered office. The annual reports for the last three financial years and all the documents mentioned in this paragraph may also be consulted on the company's website.

GBL Information relating to the company / 90 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Resolutions proposed to shareholders

Agenda of the Ordinary General Meeting on 24 April 2007

1. Management Report of the Board of Directors and Reports of the statutory Auditor on the financial year 2006

2. Annual accounts for the year ended 31 December 2006 Presentation of the consolidated financial statements for the year ended 31 December 2006. Proposal for approval of the non-consolidated annual accounts for the year ended 31 December 2006, including appropriation of profit.

3. Discharge of the Directors Proposal for the discharge to be granted to the Directors for duties performed during the year ended 31 December 2006.

4. Discharge of the statutory Auditor Proposal for the discharge to be granted to the statutory Auditor for duties performed during the year ended 31 December 2006.

5. Statutory appointments Renewal of Directors’ term of office Proposal for the re-election as Directors, for a term of three years, of Jean-Louis Beffa, Victor Delloye, Aimery Langlois-Meurinne, Maurice Lippens, Michel Plessis-Bélair, Amaury de Seze, Jean Stéphenne and Arnaud Vial, whose current term of office expires at the end of this General Meeting.

Appointment of a Director Proposal for the appointment of Gunter Thielen as Director for a term of three years.

Ascertainment of the independence of Directors Proposal to establish in accordance with Article 524 paragraph 4 of the Company Code, and with the Belgian Code on Corporate Governance, the independence of the following Directors: • Jean-Louis Beffa • Maurice Lippens • Jean Stéphenne • Gunter Thielen subject to their appointment as Directors (see previous item). These persons meet all the criteria laid down in Article 524 paragraph 4, paragraph 2, 1° to 4° of the Company Code, and in the Belgian Code on Corporate Governance.

Renewal of the Auditor's mandate Proposal to renew the mandate of the Auditor, Deloitte Reviseurs d’Entreprises SC s.f.d. SCRL, represented by Michel Denayer and Eric Nys, each being authorised to represent the company individually, for a term of three years, with fees set at EUR 70,000 a year, which amount is non-indexable and exclusive of VAT.

6. Authorisation for the Board of Directors to acquire treasury shares Proposal to authorise the Board of Directors, during a period of eighteen (18) months from the date of the General Meeting approving this authorisation, to acquire on the Stock Exchange a maximum of fourteen million seven hundred sixteen thousand seven hundred sixty-six (14,716,766) GBL’s shares at a unit price that may not be more than ten per cent (10%) below the lowest price during the twelve (12) months prior to the transaction and that may not be more than ten per cent (10%) above the highest price of the last twenty (20) quotations prior to the transaction, and to authorise the company’s subsidiaries, according to Article 627 of the Company Code, to acquire company’s shares under the same conditions.

If the General Meeting agrees on this proposal, this authorisation will replace the one granted by the Ordinary General Meeting of 25 April 2006.

7. Stock option plan Proposal to approve the principle to issue yearly in favour of the Executive Management and the employees of GBL and its subsidiaries options on existing GBL shares. These issues will be carried out in accordance with the provisions of the 26 March 1999 Act relating to the 1998 Belgian employment action plan setting out various arrangements, as modified by the Programme Act of 24 December 2002. These options will be definitely acquired by the beneficiaries according to a calendar set by the Board.

Proposal to approve the right for the beneficiaries to depart from this calendar, according to Article 556 of the Company Code, in case of change of control of the company.

Proposal to fix at EUR 11 million the maximum value of the shares relating to the options to be granted in 2007.

8. Miscellaneous

GBL Resolutions proposed to shareholders / 91 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Agenda of the Extraordinary General Meeting on 24 April 2007

The agenda of this meeting comprises the following items, in accordance with Article 533 paragraph 4 of the Company Code:

1. Proposal for renewal of the authorisation in the framework of the authorised capital a) Special report drawn up by the Board of Directors, in accordance with Article 604, paragraph 2 of the Company Code, detailing the specific circumstances in which it may use the authorised capital and the objectives it will pursue in so doing. b) Proposal to renew the authorisation conferred on the Board of Directors, for a five-year (5) period from the date of publication in the Appendices to the Moniteur Belge of the authorisation to be granted by the Extraordinary General Meeting of twenty-fourth April two thousand and seven, to proceed with capital increases in the amount of EUR 125 million through one or more operations, under the conditions laid down by legal provisions, in accordance with the procedures to be established by the Board. These capital increases may be carried out through cash contributions, contribution in kind within the legally prescribed limits, incorporation of distributable or non-distributable reserves, or of share premiums, with or without the creation of new shares, preferential or otherwise, with or without voting rights, with or without subscription rights.

Accordingly, proposal to terminate, on the date of the publication of the preceding authorisation, the authorisation granted by the Extraordinary General Meeting of twenty-seventh April two thousand and four. c) Proposal to authorise the Board of Directors, in the framework of the above authorisation and in the case of the issue of new shares to be subscribed in cash, in the interest of the company and according to legal provisions in force, to limit or cancel the preferential subscription rights of shareholders, even those held by one or more given persons other than staff members of the company or of its subsidiaries. d) Proposal to authorise the Board of Directors, when implementing the above authorisation, to adapt the text of the Articles of Association relating to the amount of share capital and the number of shares, to complete the capital history and to specify the extent to which it has made use of its powers to increase the capital.

Accordingly, proposal to terminate the authorisation granted by the Extraordinary General Meeting of twenty-seventh April two thousand and four. e) Proposal to authorise the Board of Directors, when the capital increase in question comprises a share premium, to allocate the latter to a non-distributable account which will constitute a third-party guarantee as regards the capital. f) Accordingly, proposal to maintain the current wording of Article 13 of the Articles of Association, subject to the following modifications: - point 2: first dash: replace the words “twenty-seventh April two thousand and four” by “twenty-fourth April two thousand and seven”. g) - Proposal to renew the authorisation to be granted to the Board of Directors, for a period of five (5) years from the date of the publication in the Appendices to the Moniteur Belge, by the Extraordinary General Meeting of twenty-fourth April two thousand and seven, to issue, in accordance with legal provisions, in one or more operations, convertible bonds or bonds reimbursable in shares, subordinate or otherwise, subscription rights or other financial instruments, whether or not attaching to bonds or other securities that can in time give rise to capital increases in a maximum amount such that the amount of capital increases that may result from exercise of these conversion or subscription rights, whether or not attaching to such securities, shall not exceed the limits of the remaining capital authorised by Article 13 of the Articles of Association.

- Accordingly, proposal to terminate, on the date of entry into force of the preceding authorisation, the authorisation granted by the Extraordinary General Meeting of twenty-seventh April two thousand and four.

- Proposal to authorise the Board of Directors to limit the preferential rights of shareholders, even those held by one or more given persons other than staff members of the company or of its subsidiaries, in the case of an issue of convertible bonds or bonds reimbursable in shares. h) Proposal to authorise the Board of Directors to adapt the Articles of Association, following each capital increase. i) Proposal to authorise the Board of Directors to allocate the share premiums to a non-distributable account, which shall constitute a third- party guarantee as regards the capital. j) Accordingly, a proposal to maintain the current wording of Article 14 of the Articles of Association, subject to the following modifications: - point 3: third dash: replace the words “twenty-seventh April two thousand and four” by “twenty-fourth April two thousand and seven”. k) Proposal to place in reserve, out of the amount of authorised capital of one hundred twenty-five million euros (EUR 125,000,000.00), referred to under point b), an amount of one million nine thousand five hundred sixty-seven euros and two cents (EUR 1,009,567.02); this amount corresponds to the amount of the capital increase as a result of the possible exercise of forty-nine thousand eight hundred eighty-three (49,883) stock options issued on fifteenth June nineteen hundred ninety-nine, and not yet exercised on six March two thousand and seven. These stock options were issued in the framework of the capital authorised on twenty- eighth May nineteen hundred ninety-six by the limited liability company “Groupe Bruxelles Lambert S.A.”, absorbed by the present company on twenty-sixth April two thousand and one.

GBL Resolutions proposed to shareholders / 92 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2. Proposal to adapt the Articles of Association to the provisions of the law of fourteenth December two thousand and five abolishing bearer securities, through the amendment of Articles 6, 11, 14 and 29 of the Articles of Association - Article 6: replace by the following text: “Fully paid shares are bearer shares, dematerialised or registered shares, with the shareholder choosing within the limits set by law. They are registered until such time as they are fully paid”. - Article 11: replace the first paragraph by the following text: “The company may issue dematerialised shares once the competent bodies appointed by law have implemented the procedures and software necessary for registering securities in a dematerialised form and once the Board of Directors has taken a decision to that effect and communicated such decision in accordance with legal measures.” - Article 14 point 1: add the words: “; they will be either registered shares or dematerialised shares. Holders of bonds may at any time request the conversion of their securities into the other form.” - Article 29: insert between paragraphs 2 and 3 the following text: “Holders of dematerialised shares must, within the same time limits, have deposited a certificate attesting to the non-availability of the securities, drawn up by the approved financial establishment or the liquidation body appointed by the company; such certificate shall be deposited at the place indicated in the notice of meeting.”

Transitional provisions 1. As from first January two thousand and eight, shares of the company may only be issued and entered in registered or dematerialised form, in accordance with the law of fourteenth December two thousand and five (published in the Moniteur Belge of twenty-third December two thousand and five) abolishing bearer shares (hereinafter referred to as the Dematerialisation Act). 2. Up until thirty-first December two thousand and seven: - the issue of bearer shares remains possible; such bearer shares may be issued in the form of unit shares or collective shares that represent a number of shares or in a form to be determined by the Board of Directors; - holders of unit bearer shares may exchange them at their own expense for one or more collective bearer shares representing such unit shares; - holders of collective shares may exchange them at their own expense for the number of unit shares they represent. 3. As from first January two thousand and eight, bearer shares that are placed into a securities account are converted by law and at no expense into dematerialised shares. 4. Holders of bearer shares may, as from first January two thousand and eight: - request at any time the conversion, at their own expense, of such bearer shares into registered shares; - convert such non-registered bearer shares into dematerialised shares as they are placed into a securities account, by being entrusted by their holders to an approved financial establishment or liquidation body; all bearer shares are placed by the latter into a securities account and are automatically converted into dematerialised shares. 5. The Board of Directors is authorised, within the limits set by law, to establish procedures for the exchange of bearer shares into dematerialised (and/or registered) shares. 6. - No later than thirty-first December two thousand and thirteen or any other date determined by law, holders of bearer shares shall request the conversion of their bearer shares into registered or dematerialised shares in accordance with paragraphs 2 and 3 of Article 8 of the Dematerialisation Act. - However, before thirty-first December two thousand and thirteen or any other date determined by law, the Board of Directors is authorised to set a date from which exercise of the rights attaching to the bearer shares shall be suspended up until the conversion of the said shares into dematerialised or registered shares. 7. Proposal, in accordance with Article 463, paragraph 2 of the Company Code, as amended by the law of 14 December 2005 abolishing bearer securities: - to keep the register of shareholders in an electronic form, in accordance with Article 463, paragraph 2 of the Company Code and its implementation provisions; and - to give all powers to two Managing Directors, acting jointly, to modify the register of shareholders in an electronic form in accordance with the terms and conditions to be determined by the King under the form of a Royal Decree.

3. Proposal for change in the date of the Ordinary General Meeting Proposal to modify the date of the Ordinary General Meeting, placing it on the second Tuesday of April at 3.00 p.m. every year.

Transitional provision The Ordinary General Meeting of two thousand and eight, convened to approve the annual accounts for the year two thousand and seven, shall be held on the second Tuesday of April at 3.00 p.m.

4. Proposal to give full powers Proposal to give full powers to the Board of Directors to execute the resolutions to be adopted on the above.

GBL Resolutions proposed to shareholders / 93 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Appendix – Offices of the Directors between 2002 and 2006

Main activity and list of the other offices held by the members of the Board of Directors between 2002 to 2006

Albert Frère Chairman of the Board of Directors, CEO and Managing Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of the Board of Directors of Frère-Bourgeois S.A. (B), Financière de la Sambre (B) and Erbe S.A. (B). • Chairman of Stichting Administratie Kantoor Frère-Bourgeois (NL). • Vice-Chairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors of M6, Métropole Télévision (F). • Vice-Chairman of the Board of Directors of Suez (F). • Honorary President of the Chamber of Commerce and Industry of Charleroi (B). • Honorary Regent of the National Bank of Belgium (B). • Director of LVMH S.A. (F), Château Cheval Blanc (F), Gruppo Banca Leonardo (I), Fondation FRESERTH (B) and Centre TSIRA A.S.B.L. (B). • Member of the International Committee of Assicurazioni Generali S.p.A. (I). • Member of the Board of Directors of Université du Travail Paul Pastur (B). • Member of the Strategy Planning Board of Université Libre de Bruxelles (B).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman of the Board of Directors of Frère-Bourgeois S.A. (B), Financière de la Sambre (B) and Erbe S.A. (B). • Chairman of Stichting Administratie Kantoor Frère-Bourgeois (NL). • Vice-Chairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors of M6, Métropole Télévision (F). • Vice-Chairman of the Board of Directors of Suez (F). • Honorary President of the Chamber of Commerce and Industry of Charleroi (B). • Honorary Regent of the National Bank of Belgium (B). • Director of LVMH S.A. (F), Château Cheval Blanc (F), Fondation FRESERTH (B) and Centre TSIRA A.S.B.L. (B). • Member of the International Advisory Board of Power Corporation of Canada (CDN). • Member of the International Committee of Assicurazioni Generali S.p.A. (I). • Member of the Board of Directors of Université du Travail Paul Pastur (B). • Member of the Strategy Planning Board of Université Libre de Bruxelles (B).

Financial year 2004 • Chairman of the Board of Directors of Frère-Bourgeois S.A. (B), Financière de la Sambre (B) and Erbe S.A. (B). • Chairman of Stichting Administratie Kantoor Frère-Bourgeois (NL). • Vice-Chairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors of M6, Métropole Télévision (F). • Vice-Chairman of the Board of Directors of Suez (F). • Honorary President of the Chamber of Commerce and Industry of Charleroi (B). • Honorary Regent of the National Bank of Belgium (B). • Director of LVMH S.A. (F), Château Cheval Blanc (F), Fondation FRESERTH (B) and Centre TSIRA A.S.B.L. (B). • Member of the International Advisory Board of Power Corporation of Canada (CDN). • Member of the International Committee of Assicurazioni Generali S.p.A. (I). • Member of the Board of Directors of Université du Travail Paul Pastur (B). • Member of the Strategy Planning Board of Université Libre de Bruxelles (B).

Financial year 2003 • Chairman of the Board of Directors of Frère-Bourgeois S.A. (B), Financière de la Sambre (B), Erbe S.A. (B) and PetroFina S.A. (B). • Chairman of Stichting Administratie Kantoor Frère-Bourgeois (NL). • Vice-Chairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors of M6, Métropole Télévision (F). • Vice-Chairman of the Board of Directors of Suez (F). • Honorary President of the Chamber of Commerce and Industry of Charleroi (B). • Honorary Regent of the National Bank of Belgium (B). • Director of LVMH S.A. (F), Château Cheval Blanc (F), Fondation FRESERTH (B) and Centre TSIRA A.S.B.L. (B). • Member of the International Advisory Board of Power Corporation of Canada (CDN). • Member of the International Committee of Assicurazioni Generali S.p.A. (I).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 94 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 • Member of the Board of Directors of Université du Travail Paul Pastur (B). • Member of the Strategy Planning Board of Université Libre de Bruxelles (B). • Auditor of Parjointco N.V. (NL), Agesca Nederland N.V. (NL) and Frère-Bourgeois Holding B.V. (NL).

Financial year 2002 • Chairman of the Board of Directors of Frère-Bourgeois S.A. (B), Financière de la Sambre (B), Erbe S.A. (B) and PetroFina S.A. (B). • Chairman of Stichting Administratie Kantoor Frère-Bourgeois (NL). • Vice-Chairman, Managing Director and Member of the Management Committee of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors of M6, Métropole Télévision (F). • Vice-Chairman of the Board of Directors of Suez (F). • Honorary President of the Chamber of Commerce and Industry of Charleroi (B). • Honorary Regent of the National Bank of Belgium (B). • Director of Coparex International S.A. (F), LVMH S.A. (F), Château Cheval Blanc (F), Fondation FRESERTH (B) and Centre TSIRA A.S.B.L. (B). • Member of the International Advisory Board of Power Corporation of Canada (CDN). • Member of the International Committee of Assicurazioni Generali S.p.A. (I). • Member of the Board of Directors of Université du Travail Paul Pastur (B). • Member of the Strategy Planning Board of Université Libre de Bruxelles (B). • Auditor of Parjointco N.V. (NL), Agesca Nederland N.V. (NL) and Frère-Bourgeois Holding B.V. (NL).

Paul Desmarais Vice-Chairman of the Board of Directors

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Director and Chairman of the Executive Committee of Power Corporation of Canada (CDN). • Director of Corporation Financière Power (CDN), Gesca Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), La Presse Ltd. (CDN), Corporation d’Investissements en Technologies Power (CDN), Canada Life Capital Corporation Inc. (CDN) and Barrick Power Gold Corporation of China Ltd. (HK). • Director, Chairman of the Board of Pargesa Holding S.A. (CH) and Power Asia Capital Limited (BM). • Chairman of the Board of Power Corporation International (CDN). • Member of the International Advisory Board of Barrick Gold Corporation (CDN).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director and Chairman of the Executive Committee of Power Corporation of Canada (CDN). • Director of Corporation Financière Power (CDN), Gesca Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), La Presse Ltd. (CDN), Corporation d’Investissements en Technologies Power (CDN), Canada Life Capital Corporation Inc. (CDN) and Barrick Power Gold Corporation of China Ltd. (HK). • Director, Chairman of the Board of Pargesa Holding S.A. (CH) and Power Asia Capital Limited (BM). • Chairman of the Board of Power Corporation International (CDN). • Member of the International Advisory Board of Barrick Gold Corporation (CDN).

Financial year 2004 • Director and Chairman of the Executive Committee of Power Corporation of Canada (CDN). • Director of Corporation Financière Power (CDN), Gesca Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), La Presse Ltd. (CDN), Corporation d’Investissements en Technologies Power (CDN), Canada Life Capital Corporation Inc. (CDN), Barrick Power Gold Corporation of China Ltd. (HK), Great-West Lifeco Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), Investors Group Inc. (CDN), London Insurance Group Inc. (CDN), London Life Insurance Company (CDN) and The Great-West Life Assurance Company (CDN). • Director, Chairman of the Board of Pargesa Holding S.A. (CH) and Power Asia Capital Limited (BM). • Chairman of the Board of Power Corporation International (CDN). • Member of the International Advisory Board of Barrick Gold Corporation (CDN). • Member of the Canadian Advisory Committe of The Carlyle Group (CDN). • Member of the Advisory Board of Telegraph Group Limited (GB).

Financial year 2003 • Director and Chairman of the Executive Committee of Power Corporation of Canada (CDN). • Director of Corporation Financière Power (CDN), Gesca Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), La Presse Ltd. (CDN), Corporation d’Investissements en Technologies Power (CDN), Canada Life Capital Corporation Inc. (CDN), Barrick Power Gold Corporation of China Ltd. (HK), Great-West Lifeco Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), Investors Group Inc. (CDN), London Insurance Group Inc. (CDN), London Life Insurance Company (CDN) and The Great-West Life Assurance Company (CDN). • Director, Chairman of the Board of P.C. Limited (CDN), Pargesa Holding S.A. (CH) and Power Asia Capital Limited (BM). • Chairman of the Board and Chief Management Officer of Power Corporation International (CDN). • Member of the International Advisory Board of Barrick Gold Corporation (CDN). • Member of the Canadian Advisory Committe of The Carlyle Group (CDN). • Member of the Advisory Board of Telegraph Group Limited (GB).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 95 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial year 2002 • Director and Chairman of the Executive Committee of Power Corporation of Canada (CDN). • Director of Corporation Financière Power (CDN), Gesca Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), La Presse Ltd. (CDN), Corporation d’Investissements en Technologies Power (CDN), Canada Life Capital Corporation Inc. (CDN), Barrick Power Gold Corporation of China Ltd. (HK), Great-West Lifeco Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), Investors Group Inc. (CDN), London Insurance Group Inc. (CDN), London Life Insurance Company (CDN), The Great-West Life Assurance Company (CDN) and Total S.A. (F). • Director, Chairman of the Board of P.C. Limited (CDN), Pargesa Holding S.A. (CH) and Power Asia Capital Limited (BM). • Chairman of the Board and Chief Management Officer of Power Corporation International (CDN). • Member of the International Advisory Board of Barrick Gold Corporation (CDN). • Member of the Canadian Advisory Committe of The Carlyle Group (CDN). • Member of the Advisory Board of Telegraph Group Limited (GB).

Gérald Frère Managing Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B). • Vice-Chairman of the Board of Directors of Pargesa Holding S.A. (CH). • Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B). • Chairman of the Momination and Remuneration Committee of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Financière de la Sambre S.A. (B) and Frère-Bourgeois S.A. (B). • Director of Corporation Financière Power (CDN), Erbe S.A. (B), Fingen S.A. (B), Fonds Charles-Albert Frère A.S.B.L. (B), GBL Finance (L), RTL Group (L) (until 30 June 2006), Stichting Administratie Kantoor Frère-Bourgeois (NL) and Suez-Tractebel S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL). • Regent and Member of the Committee for the Budget and Directors’ Remuneration of National Bank of Belgium (B). • Member of the Remuneration Committee of Corporation Financière Power (CDN). • Member of the Related Party and Conduct Review Committee of Corporation Financière Power (CDN). • Member of the Board of Supervisors of the Financial Services Authority (B). • Member of the Board of Trustees of the Belgian Governance Institute (B). • Honorary French Consul. • Manager of Agriger S.P.R.L. (B). • Proxy for Bureaux du Centre S.A. (being liquidated) (B).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B). • Vice-Chairman of the Board of Directors of Pargesa Holding S.A. (CH). • Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B). • Chairman of the Momination and Remuneration Committee of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Financière de la Sambre S.A. (B) and Frère-Bourgeois S.A. (B). • Director of Corporation Financière Power (CDN), Erbe S.A. (B), Fingen S.A. (B), Fonds Charles-Albert Frère A.S.B.L. (B), GBL Finance (L), RTL Group (L), Stichting Administratie Kantoor Frère-Bourgeois (NL) and Suez-Tractebel S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL), N.F. Associated B.V. (NL) and Parjointco N.V. (NL). • Regent and Member of the Committee for the Budget and Directors’ Remuneration of National Bank of Belgium (B). • Member of the Remuneration Committee of Corporation Financière Power (CDN). • Member of the Remuneration Committee, Member of the Strategy Planning Committee and Member of the Board of Supervisors of Groupe Taittinger S.A. (F). • Member of the Board of Supervisors of the Financial Services Authority (B). • Manager of Agriger S.P.R.L. (B). • Honorary French Consul.

GBL Appendix - Offices of the Directors from 2002 to 2006 / 96 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial year 2004 • Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B). • Vice-Chairman of the Board of Directors of Pargesa Holding S.A. (CH). • Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B). • Managing Director of Financière de la Sambre S.A. (B) and Frère-Bourgeois S.A. (B). • Director of Cobepa S.A. (B), Corporation Financière Power (CDN), Erbe S.A. (B), Fingen S.A. (B), Fonds Charles-Albert Frère A.S.B.L. (B), GBL Finance (L), RTL Group (L), Stichting Administratie Kantoor Frère-Bourgeois (NL) and Suez-Tractebel S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL), N.F. Associated B.V. (NL) and Parjointco N.V. (NL). • Regent and Member of the Committee for the Budget and Directors’ Remuneration of National Bank of Belgium (B). • Member of the Remuneration Committee of Corporation Financière Power (CDN). • Member of the Remuneration Committee, Member of the Strategy Planning Committee and Member of the Board of Supervisors of Groupe Taittinger S.A. (F). • Member of the Board of Supervisors of the Financial Services Authority (B). • Manager of Agriger S.P.R.L. (B). • Honorary French Consul.

Financial year 2003 • Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Loverfin S.A. (B), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B). • Vice-Chairman of the Board of Directors of Pargesa Holding S.A. (CH). • Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B). • Managing Director of Financière de la Sambre S.A. (B) and Frère-Bourgeois S.A. (B). • Director of Cobepa S.A. (B), Corporation Financière Power (CDN), Erbe S.A. (B), Fingen S.A. (B), Fomento de Construcciones y Contratas S.A. (ES), Fondation Charles-Albert Frère A.S.B.L. (B), GBL Finance (L), PetroFina S.A. (B), RTL Group (L), Société Générale de Belgique (B) and Stichting Administratie Kantoor Frère-Bourgeois (NL). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL), N.F. Associated B.V. (NL) and Parjointco N.V. (NL). • Regent of National Bank of Belgium (B). • Member of the Remuneration Committee, Member of the Strategy Planning Committee and Member of the Board of Supervisors of Groupe Taittinger S.A. (F). • Manager of Agriger S.P.R.L. (B). • Honorary French Consul.

Financial year 2002 • Chairman of the Board of Directors of Compagnie Nationale à Portefeuille S.A. (B), Diane S.A. (CH), Filux S.A. (L), Gesecalux S.A. (L), Loverfin S.A. (B), Stichting Administratie Kantoor Bierlaire (NL) and TVI S.A. (B). • Vice-Chairman of the Board of Directors of Pargesa Holding S.A. (CH). • Chairman of the Board of Directors and Managing Director of Haras de la Bierlaire S.A. (B). • Managing Director of Financière de la Sambre S.A. (B) and Frère-Bourgeois S.A. (B). • Director of Cobepa S.A. (B), Corporation Financière Power (CDN), Erbe S.A. (B), Fingen S.A. (B), Fomento de Construcciones y Contratas S.A. (ES), Fondation Charles-Albert Frère A.S.B.L. (B), GBL Finance (L), GIB S.A. (B), PetroFina S.A. (B), RTL Group (L), Société Générale de Belgique (B) and Stichting Administratie Kantoor Frère-Bourgeois (NL). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL), N.F. Associated B.V. (NL) and Parjointco N.V. (NL). • Regent of National Bank of Belgium (B). • Member of the Remuneration Committee of Compagnie Nationale à Portefeuille S.A. (B). • Manager of Agriger S.P.R.L. (B). • Honorary French Consul.

Thierry de Rudder Managing Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Director of Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), Suez (F), Suez-Tractebel S.A. (B) and Total S.A. (F).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director of Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), SI Finance (F), Suez (F), Suez-Tractebel S.A. (B) and Total S.A. (F).

Financial year 2004 • Director of Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), SI Finance (F), Suez (F), Suez-Tractebel S.A. (B) and Total S.A. (F).

Financial year 2003 • Director of Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), PetroFina S.A. (B), SI Finance (F), Société Générale de Belgique (B), Total S.A. (F) and Tractebel S.A. (B).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 97 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial year 2002 • Director of Compagnie Nationale à Portefeuille S.A. (B), Imerys (F), PetroFina S.A. (B), Rhodia (F), SI Finance (F), Société Générale de Belgique (B), Tractebel S.A. (B) and Total S.A. (F).

Jean-Louis Beffa Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman-Chief Executive Officer of Compagnie de Saint-Gobain (F). • Vice-Chairman of the Board of Directors of BNP Paribas (F). • Director of Gaz de France (F), Saint-Gobain Cristaleria S.A. (ES) and Saint-Gobain Corporation (USA). • Chairman of the Board of Supervisors of Agence de l’Innovation Industrielle (F). • Member of the Board of Supervisors of Le Monde S.A. (F), Le Monde & Partenaires Associés S.A.S. (F) and Société Editrice du Monde S.A. (F). • Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F). • Vice-Chairman of the Board of Supervisors of Fonds de Réserve des Retraites (F). • Permanent Representative of Saint-Gobain PAM (F).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman-Chief Executive Officer of Compagnie de Saint-Gobain (F). • Vice-Chairman of the Board of Directors of BNP Paribas (F). • Director of Gaz de France (F), Saint-Gobain Cristaleria S.A. (ES) and Saint-Gobain Corporation (USA). • Chairman of the Board of Supervisors of Agence de l’Innovation Industrielle (F). • Member of the Board of Supervisors of Le Monde S.A. (F), Le Monde & Partenaires Associés S.A.S. (F) and Société Editrice du Monde S.A. (F). • Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F). • Vice-Chairman of the Board of Supervisors of Fonds de Réserve des Retraites (F). • Permanent Representative of Saint-Gobain PAM (F).

Financial year 2004 • Chairman-Chief Executive Officer of Compagnie de Saint-Gobain (F). • Vice-Chairman of the Board of Directors of BNP Paribas (F). • Vice-Chairman of the Board of Supervisors of Fonds de Réserve des Retraites (F). • Member of the Board of Supervisors of Le Monde S.A. (F), Le Monde & Partenaires Associés S.A.S. (F) and Société Editrice du Monde S.A. (F). • Director of Saint-Gobain Cristaleria S.A. (ES) and Saint-Gobain Corporation (USA). • Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F). • Permanent Representative of Saint-Gobain PAM (F).

Financial year 2003 • Chairman-Chief Executive Officer of Compagnie de Saint-Gobain (F). • Vice-Chairman of the Board of Directors of BNP Paribas (F). • Member of the Board of Supervisors of Le Monde S.A. (F), Le Monde & Partenaires Associés S.A.S. (F) and Société Editrice du Monde S.A. (F). • Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F). • Permanent Representative of Saint-Gobain PAM (F). • Director of Saint-Gobain Cristaleria S.A. (ES) and Saint-Gobain Corporation (USA).

Financial year 2002 • Chairman-Chief Executive Officer of Compagnie de Saint-Gobain (F). • Vice-Chairman of the Board of Directors of BNP Paribas (F). • Member of the Board of Supervisors of Le Monde S.A. (F), Le Monde & Partenaires Associés S.A.S. (F) and Société Editrice du Monde S.A. (F). • Chairman of the Management Committee of Claude Bernard Participations S.A.S. (F). • Permanent Representative of Saint-Gobain PAM (F). • Director of Saint-Gobain Cristaleria S.A. (ES) and Saint-Gobain Corporation (USA).

Victor Delloye Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Director - General Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B) and Fibelpar S.A. (B). • Director of Pargesa Holding S.A. (CH), Frère-Bourgeois S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GB-INNO-BM S.A. (B), GIB Group International S.A. (L) and Safe Re (Immo) (L). • Director of GIB Corporate Services S.A. (B) as permanent representative of Compagnie Nationale à Portefeuille S.A. • Liquidator of Loverfin S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 98 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director - General Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B), Fibelpar S.A. (B) and SLP S.A. (B). • Director of Pargesa Holding S.A. (CH), Frère-Bourgeois S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GB-INNO-BM S.A. (B), GIB Group International S.A. (L) and Safe Re (Immo) (L). • Director of GIB Corporate Services S.A. (B) as permanent representative of Compagnie Nationale à Portefeuille S.A. • Director of Saboma S.A. (B) as permanent representative of GIB Corporate Services S.A. • Member of the Board of Supervisors and of the Accounts Committee of Groupe Taittinger S.A. (F). • Liquidator of Loverfin S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

Financial year 2004 • Director - General Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B), Fibelpar S.A. (B) and SLP S.A. (B). • Director of Pargesa Holding S.A. (CH), Frère-Bourgeois S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GB-INNO-BM S.A. (B), GIB Group International S.A. (L) and Safe Re (Immo) (L). • Director of GIB Corporate Services S.A. (B) as permanent representative of Compagnie Nationale à Portefeuille S.A. • Director of Saboma S.A. (B) as permanent representative of GIB Corporate Services S.A. • Member of the Board of Supervisors and of the Accounts Committee of Groupe Taittinger S.A. (F). • Liquidator of Loverfin S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

Financial year 2003 • Director - General Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B), Fibelpar S.A. (B) and SLP S.A. (B). • Director of Frère-Bourgeois S.A. (B), Financière de la Sambre S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GB-INNO-BM S.A. (B), GIB Group International S.A. (L), Loverfin S.A. (B), Saboma S.A. (B) and Safe Re (Immo) (L). • Director of GIB Corporate Services S.A. (B) as permanent representative of Compagnie Nationale à Portefeuille S.A. • Member of the Board of Supervisors and of the Accounts Committee of Groupe Taittinger S.A. (F). • Liquidator of Loverfin S.A. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

Financial year 2002 • Director - General Secretary of Compagnie Nationale à Portefeuille S.A. (B), Compagnie Immobilière de Roumont S.A. (B), Carpar S.A. (B), Investor S.A. (B), Europart S.A. (B), Fibelpar S.A. (B) and SLP S.A. (B). • Director of Frère-Bourgeois S.A. (B), Financière de la Sambre S.A. (B), Société des Quatre Chemins S.A. (B), Centre de Coordination de Charleroi S.A. (B), Stichting Administratiekantoor Bierlaire (NL), Erbe Finance S.A. (L), Filux S.A. (L), Kermadec S.A. (L), Loverfin S.A (B), Gesecalux S.A. (L), Swifin S.A. (L), Cargefin S.A. (L), GB-INNO-BM S.A. (B) and GIB Group International S.A. (L). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

Paul Desmarais Jr Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of the Board and co-Chief Management Officer of Power Corporation of Canada (CDN). • Chairman of the Executive Committee of Corporation Financière Power (CDN). • Director, Vice-Chairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F). • Vice-Chairman of the Board and Managing Director of Pargesa Holding S.A. (CH). • Director of The Canada Life Assurance Company (CDN), Canada Life Financial Corporation (CDN), Gesca Ltd. (CDN), Great-West Life & Annuity Insurance Company (CDN), Great-West Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First Great-West Life & Annuity Insurance Co. (CDN), The Great-West Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), London Insurance Group Inc. (UK), Parjointco N.V. (NL), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Suez (F) and Total S.A. (F). • Director and Member of the Management Committee of London Life Insurance Company (UK) and Makenzie Inc. (CDN). • Director and Executive of Power Corporation International (CDN). • Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F). • Member of the Advisory Committee of Groupe La Poste (F).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 99 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman of the Board and co-Chief Management Officer of Power Corporation of Canada (CDN). • Chairman of the Executive Committee of Corporation Financière Power (CDN). • Director, Vice-Chairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F). • Vice-Chairman of the Board and Managing Director of Pargesa Holding S.A. (CH). • Director of The Canada Life Assurance Company (CDN), Canada Life Financial Corporation (CDN), Gesca Ltd. (CDN), Great-West Life & Annuity Insurance Company (CDN), Great-West Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First Great-West Life & Annuity Insurance Co. (CDN), The Great-West Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), London Insurance Group Inc. (UK), Parjointco N.V. (NL), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Suez (F) and Total S.A. (F). • Director and Member of the Management Committee of London Life Insurance Company (UK) and Makenzie Inc. (CDN). • Director and Executive of Power Corporation International (CDN). • Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F).

Financial year 2004 • Chairman of the Board and co-Chief Management Officer of Power Corporation of Canada (CDN). • Director, Vice-Chairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F). • Vice-Chairman of the Board and Managing Director of Pargesa Holding S.A. (CH). • Director of The Canada Life Assurance Company (CDN), Canada Life Financial Corporation (CDN), Gesca Ltd. (CDN), Great-West Life & Annuity Insurance Company (CDN), Great-West Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First Great-West Life & Annuity Insurance Co. (CDN), The Great-West Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), London Insurance Group Inc. (UK), Parjointco N.V. (NL), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Suez (F) and Total S.A. (F). • Director and Member of the Management Committee of London Life Insurance Company (UK) and Makenzie Inc. (CDN). • Director and Executive of Power Corporation International (CDN). • Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F).

Financial year 2003 • Chairman of the Board and co-Chief Management Officer of Power Corporation of Canada (CDN). • Director, Vice-Chairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F). • Vice-Chairman of the Board and Managing Director of Pargesa Holding S.A. (CH). • Director of The Canada Life Assurance Company (CDN), Canada Life Financial Corporation (CDN), Gesca Ltd. (CDN), Great-West Life & Annuity Insurance Company (CDN), Great-West Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First Great-West Life & Annuity Insurance Co. (CDN), The Great-West Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), London Insurance Group Inc. (UK), Parjointco N.V. (NL), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Suez (F) and Total S.A. (F). • Director and Member of the Management Committee of London Life Insurance Company (UK) and Makenzie Inc. (CDN). • Director and Executive of Power Corporation International (CDN). • Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F).

Financial year 2002 • Chairman of the Board and co-Chief Management Officer of Power Corporation of Canada (CDN). • Director, Vice-Chairman of the Board of Supervisors and Member of the Strategy Planning Committee of Imerys (F). • Vice-Chairman of the Board and Managing Director of Pargesa Holding S.A. (CH). • Director of Gesca Ltd. (CDN), Great-West Life & Annuity Insurance Company (CDN), Great-West Lifeco Inc. (CDN), GWL Properties Inc. (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Co. (CDN), First Great-West Life & Annuity Insurance Co. (CDN), The Great-West Life Assurance Company (CDN), Financière IGM Inc. (CDN), Investors Group Inc. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), London Insurance Group Inc. (UK), Parjointco N.V. (NL), Power Communications Inc. (CDN), Power Financial Europe B.V. (NL), Suez (F), Total S.A. (F) and Tractebel S.A. (B). • Director and Member of the Management Committee of London Life Insurance Company (UK) and Makenzie Inc. (CDN). • Director and Executive of Power Corporation International (CDN). • Chairman of the Advisory Committee of Sagard Private Equity Partners (formerly Private Equity Partners Europe) (F).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 100 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Aimery Langlois-Meurinne Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Director-General Manager of Pargesa Holding S.A. (CH). • Director and Chairman of Pargesa Luxembourg S.A. (L), Pargesa Netherlands B.V. (NL) and Imerys (F). • Director and Vice-Chairman of the Investment Committee and of the Management Committee of Sagard Private Equity Partners (F). • Director of Eiffage (F), P.A.I. Management (F), Club Méditerranée (F) and Pascal Investment Advisers S.A. (CH).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director-General Manager of Pargesa Holding S.A. (CH). • Director and Chairman of Pargesa Luxembourg S.A. (L), Pargesa Netherlands B.V. (NL) and Imerys (F). • Director and Vice-Chairman of the Investment Committee and of the Management Committee of Sagard Private Equity Partners (F). • Director of Eiffage (F), P.A.I. Management (F) and Pascal Investment Advisers S.A. (CH).

Financial year 2004 • Director-General Manager of Pargesa Holding S.A. (CH). • Director and Chairman of Pargesa Luxembourg S.A. (L) and Pargesa Netherlands B.V. (NL). • Chairman of the Board of Supervisors and Director of Imerys (F). • Director and Vice-Chairman of the Investment Committee and of the Management Committee of Sagard Private Equity Partners (F). • Director of Axis Capital Management (GB), Eiffage (F) and Pascal Investment Advisers S.A. (CH).

Financial year 2003 • Director-General Manager of Pargesa Holding S.A. (CH). • Director and Chairman of Pargesa Luxembourg S.A. (L) and Pargesa Netherlands B.V. (NL). • Chairman of the Board of Supervisors and Director of Imerys (F). • Director and Vice-Chairman of the Investment Committee and of the Management Committee of Sagard Private Equity Partners (F). • Director of Corporation Financière Power (CDN), Axis Capital Management (GB), Eiffage (F) and Club Français du Livre (F).

Financial year 2002 • Director-General Manager of Pargesa Holding S.A. (CH). • Chairman of the Board of Supervisors and Director of Imerys (F). • Director and Vice-Chairman of the Investment Committee and of the Management Committee of PEP Management S.A.S. (F). • Director of Corporation Financière Power (CDN), Axis Capital Management (GB), Eiffage (F) and Club Français du Livre (F).

Maurice Lippens Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of Fortis S.A./N.V. (B), Fortis N.V. (NL), Fortis Foundation Belgium (B), Compagnie Het Zoute (B), Belgian Governance Institute (B) and Commission Corporate Governance (B). • Director of Belgacom (B), Total S.A. (F), Finasucre (B), Groupe Sucrier (B) and Iscal Sugar (B). • Member of Trilateral Commission, Insead Belgium Council (B). • Director and Treasurer of Le Musée des Enfants A.S.B.L. (B).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman of Fortis S.A./N.V. (B), Fortis N.V. (NL) and Compagnie Het Zoute (B). • Director of Belgacom (B), Finasucre (B), Groupe Sucrier (B), Iscal Sugar (B), Suez-Tractebel S.A. (B) and Total S.A. (F). • Member of Trilateral Commission, Insead Belgium Council (B). • Director and Treasurer of Le Musée des Enfants A.S.B.L. (B).

Financial year 2004 • Chairman of Fortis S.A./N.V. (B), Fortis N.V. (NL) and Compagnie Het Zoute (B). • Director of Belgacom (B), Finasucre (B), Groupe Sucrier (B), Iscal Sugar (B), Suez-Tractebel S.A. (B) and Total S.A. (F). • Member of Trilateral Commission, Insead Belgium Council (B). • Director and Treasurer of Le Musée des Enfants A.S.B.L. (B).

Financial year 2003 • Chairman of Fortis S.A./N.V. (B), Fortis N.V. (NL), Compagnie Het Zoute (B) and Compagnie Immobilière d’Hardelot S.A. (F). • Vice-Chairman of Société Générale de Belgique (B). • Director of Belgacom (B), Finasucre (B), Groupe Sucrier (B), Iscal Sugar (B), Suez-Tractebel S.A. (B), Total S.A. (F) and CDC United Network (B). • Member of Trilateral Commission, Insead Belgium Council (B). • Director and Treasurer of Le Musée des Enfants A.S.B.L. (B).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 101 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial year 2002 • Chairman of Fortis S.A./N.V. (B), Fortis N.V. (NL), Compagnie Het Zoute (B) and Compagnie Immobilière d’Hardelot S.A. (F). • Vice-Chairman of Société Générale de Belgique (B) • Director of Belgacom (B), Finasucre (B), Groupe Sucrier (B), Iscal Sugar (B), Suez-Tractebel S.A. (B) and CDC United Network (B). • Member of Trilateral Commission, Insead Belgium Council (B). • Director and Treasurer of Le Musée des Enfants A.S.B.L. (B).

Michel Plessis-Belair Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Director and Executive of Power Corporation of Canada (CDN), Corporation Financière Power (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Financial Capital Corporation (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), 3540529 Canada Inc. (CDN), 329531 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and Power Communications Inc. (CDN). • Director of Great-West Lifeco Inc. (CDN), La Great-West, compagnie d’assurances (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Inc. (CDN), GWL&A Financial Inc. (CDN), Great-West Life & Annuity Insurance Company (CDN), Groupe des assurances London Life Inc. (CDN), London Life Compagnie d’assurance (CDN), La compagnie d’assurance du Canada sur la vie (CDN), Corporation financière Canada-vie (CDN), IGM Financial Inc. (CDN), Investors Group Inc. (CDN), Mackenzie Inc. (CDN), Corporation d’investissements en technologies Power (CDN), Gesca Ltd. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), Power Financial Europe B.V. (NL), Parjointco N.V. (NL), Pargesa Holding S.A. (CH), Lallemand Inc. (CDN), Université de Montréal (CDN) and Hydro-Québec (CDN). • Executive of Sagard Private Equity Partners (F), Corporation Internationale Power (CDN) and 4400003 Canada Inc. (CDN).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director and Executive of Power Corporation of Canada (CDN), Corporation Financière Power (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Financial Capital Corporation (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), 3540529 Canada Inc. (CDN), 3411893 Canada Inc. (CDN), 329531 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and Power Communications Inc. (CDN). • Director of Great-West Lifeco Inc. (CDN), La Great-West, compagnie d’assurances (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Inc. (CDN), Great-West Life & Annuity Insurance Company (CDN), Groupe des assurances London Life Inc. (CDN), London Life Compagnie d’assurance (CDN), La compagnie d’assurance du Canada sur la vie (CDN), Corporation financière Canada-vie (CDN), IGM Financial Inc. (CDN), Investors Group Inc. (CDN), Mackenzie Inc. (CDN), Corporation d’investissements en technologies Power (CDN), Gesca Ltd. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), Power Financial Europe B.V. (NL), Parjointco N.V. (NL), Pargesa Holding S.A. (CH), Lallemand Inc. (CDN), Université de Montréal (CDN) and Hydro-Québec (CDN). • Executive of Sagard Private Equity Partners (F) and Corporation Internationale Power (CDN).

Financial year 2004 • Director and Executive of Power Corporation of Canada (CDN), Corporation Financière Power (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Financial Capital Corporation (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), 3540529 Canada Inc. (CDN), 3411893 Canada Inc. (CDN), 329531 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and Power Communications Inc. (CDN). • Director of Great-West Lifeco Inc. (CDN), La Great-West, compagnie d’assurances (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Inc. (CDN), Great-West Life & Annuity Insurance Company (CDN), Groupe des assurances London Life Inc. (CDN), London Life Compagnie d’assurance (CDN), La compagnie d’assurance du Canada sur la vie (CDN), Corporation financière Canada-vie (CDN), IGM Financial Inc. (CDN), Investors Group Inc. (CDN), Mackenzie Inc. (CDN), Corporation d’investissements en technologies Power (CDN), Gesca Ltd. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), Power Financial Europe B.V. (NL), Parjointco N.V. (NL), Pargesa Holding S.A. (CH), Lallemand Inc. (CDN), Université de Montréal (CDN) and Hydro-Québec (CDN). • Executive of Sagard Private Equity Partners (F) and Corporation Internationale Power (CDN).

Financial year 2003 • Director and Executive of Power Corporation of Canada (CDN), Corporation Financière Power (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Financial Capital Corporation (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), 3540529 Canada Inc. (CDN), 3411893 Canada Inc. (CDN), 329531 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and Power Communications Inc. (CDN). • Director of Great-West Lifeco Inc. (CDN), La Great-West, compagnie d’assurances (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Inc. (CDN), Great-West Life & Annuity Insurance Company (CDN), Groupe des assurances London Life Inc. (CDN), London Life Compagnie d’assurance (CDN), La compagnie d’assurance du Canada sur la vie (CDN), Corporation financière Canada-vie (CDN), IGM Financial Inc. (CDN), Investors Group Inc. (CDN), Mackenzie Inc. (CDN), Corporation d’investissements en technologies Power (CDN), Gesca Ltd. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), Power Financial Europe B.V. (NL), Parjointco N.V. (NL), Pargesa Holding S.A. (CH), Lallemand Inc. (CDN), Université de Montréal (CDN) and Bell Canada International (CDN). • Executive of Sagard Private Equity Partners (F) and Corporation Internationale Power (CDN).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 102 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Financial year 2002 • Director and Executive of Power Corporation of Canada (CDN), Corporation Financière Power (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Financial Capital Corporation (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), 3540529 Canada Inc. (CDN), 3411893 Canada Inc. (CDN), 329531 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and Power Communications Inc. (CDN). • Director of Great-West Lifeco Inc. (CDN), La Great-West, compagnie d’assurances (CDN), GWL&A Financial (Canada) Inc. (CDN), GWL&A Financial (Nova Scotia) Inc. (CDN), Great-West Life & Annuity Insurance Company (CDN), Groupe des assurances London Life Inc. (CDN), London Life Compagnie d’assurance (CDN), IGM Financial Inc. (CDN), Investors Group Inc. (CDN), Mackenzie Inc. (CDN), Corporation d’investissements en technologies Power (CDN), Gesca Ltd. (CDN), La Presse Ltd. (CDN), Les Journaux Trans-Canada (1996) Inc. (CDN), Power Financial Europe B.V. (NL), Parjointco N.V. (NL), Pargesa Holding S.A. (CH), Lallemand Inc. (CDN), Université de Montréal (CDN) and Bell Canada International (CDN). • Executive of Sagard Private Equity Partners (F) and Corporation Internationale Power (CDN).

Gilles Samyn Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Vice-Chairman and Managing Director of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Carpar S.A. (B), Erbe S.A. (B), Europart S.A. (B), Fibelpar S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Frère-Bourgeois S.A. (B), Investor S.A. (B), SLP S.A. (B) and Société des Quatre Chemins S.A. (B). • Chairman of the Board of Directors of Centre de Coordination de Charleroi S.A. (B), Erbe Finance S.A. (L), Financière Flo S.A. (F), Finimpress S.A. (B), Groupe Flo S.A. (F), Groupe Jean Dupuis S.A. (B), Helio Charleroi Finance S.A. (B), Kermadec S.A. (L), Solvay Business School Alumni A.S.B.L. (B), Swilux S.A. (B), Transcor S.A. (B) and Unifem S.A.S. (F). • Chairman and Managing Director of Manoir de Roumont S.A. (B). • Director of Acide Carbonique Pur S.A. (B), AOT Holding S.A. (CH), Banca Leonardo S.A. (I), Belgian Sky Shops S.A. (B), Cheval des Andes S.A. (Argentina), Distripar S.A. (B), Eiffage (F), Entremont Alliance S.A.S. (F), Filux S.A. (B), Gesecalux S.A. (L), Mesa S.A. (B), Société Civile Cheval Blanc (F), Stichting Administratiekantoor Frère-Bourgeois (NL), Swifin S.A. (L), The Polaris Center A.S.B.L. (B) and Tikehau Capital Advisors S.A.S. (F). • Director and Member of the Nomination and Remuneration Committee of RTL Group (L). • Director and Member of the Accounts Committee and Remuneration Committee of Pargesa Holding S.A. (CH). • Member of the Supervisory Board and Member of the Audit Committee and Strategy and Investment Committee of Bertelsmann AG (D). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL). • Liquidator of Loverfin S.A. (being liquidated) (B).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Vice-Chairman and Managing Director of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Carpar S.A. (B), Erbe S.A. (B), Europart S.A. (B), Fibelpar S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Frère-Bourgeois S.A. (B), Investor S.A. (B), SLP S.A. (B) and Société des Quatre Chemins S.A. (B). • Chairman of the Board of Directors of Cargefin S.A. (B), Centre de Coordination de Charleroi S.A. (B), Editions Dupuis S.A. (B), Erbe Finance S.A. (L), FEM (Finance et Management) S.A. (B), Finimpress S.A. (B), Groupe Jean Dupuis S.A. (B), Helio Charleroi Finance S.A. (B), Kermadec S.A. (L), Solvay Business School Alumni A.S.B.L. (B), Swilux S.A. (B) and Transcor S.A. (B). • Director of AOT Holding S.A. (CH), Acide Carbonique Pur S.A. (B), Belgian Sky Shops S.A. (B), Cheval des Andes S.A. (Argentina), Distripar S.A. (B), Filux S.A. (B), Free A.S.B.L. (B), Gesecalux S.A. (L), Mesa S.A. (B), Société Civile Cheval Blanc (F), Stichting Administratiekantoor Frère-Bourgeois (NL), Swifin S.A. (L), Quick S.A. (B), Taittinger (F) and The Polaris Centre A.S.B.L. (B). • Director and Member of the Nomination and Remuneration Committee of RTL Group (L). • Director and Member of the Accounts Committee and Remuneration Committee of Pargesa Holding S.A. (CH). • Director, Member of the Strategy Planning Committee, Member of the Accounts Committee and Member of the Remuneration Committee of Société du Louvre S.A. (F). • Member of the Board of Supervisors of Groupe Entremont S.A.S. (F) and Imerys (F). • Member of the Supervisory Board and Member of the Audit Committee and Strategy and Investment Committee of Bertelsmann AG (D). • Member of the Board of Directors of Groupe Taittinger S.A. (F). • Co-Chairman of Project Sloane Ltd. (Groupe Joseph) (GB). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL). • Liquidator of Loverfin S.A. (being liquidated) (B).

Financial year 2004 • Vice-Chairman and Managing Director of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Carpar S.A. (B), Erbe S.A. (B), Europart S.A. (B), Fibelpar S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Frère-Bourgeois S.A. (B), Investor S.A. (B), SLP S.A. (B) and Société des Quatre Chemins S.A. (B). • Chairman of the Board of Directors of Cargefin S.A. (B), Centre de Coordination de Charleroi S.A. (B), Editions Dupuis S.A. (B), Erbe Finance S.A. (L), FEM (Finance et Management) S.A. (B), Finimpress S.A. (B), Groupe Jean Dupuis S.A. (B), Helio Charleroi S.A. (B), Helio Charleroi Finance S.A. (B), Kermadec S.A. (L), Swilux S.A. (B) and Transcor S.A. (B). • Director of Acide Carbonique Pur S.A. (B), Belgian Sky Shops S.A. (B), Cheval des Andes S.A. (Argentina), Distripar S.A. (B), Filux S.A. (B), Free A.S.B.L. (B), Gesecalux S.A. (L), GIB S.A. (B), Mesa S.A. (B), Société Civile Cheval Blanc (F), Stichting Administratiekantoor Frère- Bourgeois (NL), Swifin S.A. (L), Quick S.A. (B) and Taittinger (F).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 103 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 • Director and Member of the Nomination and Remuneration Committee of RTL Group (L). • Director and Member of the Accounts Committee and Remuneration Committee of Pargesa Holding S.A. (CH). • Director, Member of the Strategy Planning Committee, Member of the Accounts Committee and Member of the Remuneration Committee of Société du Louvre S.A. (F). • Member of the Board of Supervisors of Groupe Entremont S.A.S. (F) and Imerys (F). • Member of the Supervisory Board and Member of the Audit Committee and Strategy and Investment Committee of Bertelsmann AG (D). • Member of the Board of Directors of Groupe Taittinger S.A. (F). • Member of the Advisory Committee of Viventures S.A. (F). • Co-Chairman of Project Sloane Ltd. (Groupe Joseph) (GB). • Vice-Chairman of Hôpitaux Saint-Joseph – Sainte-Thérèse and IMTR A.S.B.L. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL). • Liquidator of Loverfin S.A. (being liquidated) (B).

Financial year 2003 • Vice-Chairman and Managing Director of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Carpar S.A. (B), Erbe S.A. (B), Europart S.A. (B), Fibelpar S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Frère-Bourgeois S.A. (B), Investor S.A. (B), SLP S.A. (B) and Société des Quatre Chemins S.A. (B). • Chairman of the Board of Directors of Cargefin S.A. (B), Centre de Coordination de Charleroi S.A. (B), Editions Dupuis S.A. (B), Erbe Finance S.A. (L), FEM (Finance et Management) S.A. (B), Finimpress S.A. (B), Groupe Jean Dupuis S.A. (B), Helio Charleroi S.A. (B), Helio Charleroi Finance S.A. (B), Kermadec S.A. (L), Swilux S.A. (B) and Transcor S.A. (B). • Director of Acide Carbonique Pur S.A. (B), Belgian Sky Shops S.A. (B), Cheval des Andes S.A. (Argentina), Distripar S.A. (B), FEM (Finance et Management) S.A. (B), Filux S.A. (B), Fomento de Construcciones y Contratas (ES), Free A.S.B.L. (B), Gesecalux S.A. (L), GIB S.A. (B), Loverfin S.A. (B), Mesa S.A. (B), PetroFina S.A. (B), Société Civile Cheval Blanc (F), Stichting Administratiekantoor Frère-Bourgeois (NL), Swifin S.A. (L), Swilux S.A. (B), Quick S.A. (B) and Taittinger (F). • Director and Member of the Nomination and Remuneration Committee of RTL Group (L). • Director, Member of the Strategy Planning Committee, Member of the Accounts Committee and Member of the Remuneration Committee of Société du Louvre S.A. (F). • Director and Member of the Accounts Committee and Remuneration Committee of Pargesa Holding S.A. (CH). • Member of the Board of Supervisors of Groupe Entremont S.A.S. (F) and Imerys (F). • Member of the Supervisory Board and Member of the Audit Committee and Strategy and Investment Committee of Bertelsmann AG (D). • Member of the Board of Directors of Groupe Taittinger S.A. (F). • Member of the Advisory Committee of Viventures S.A. (F). • Member of the Hainaut-Brabant Wallon Board of Directors of Fortis Banque S.A. (B). • Co-Chairman of Project Sloane Ltd. (Groupe Joseph) (GB). • Vice-Chairman of Hôpitaux Saint-Joseph – Sainte-Thérèse and IMTR A.S.B.L. (B). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL). • Liquidator of Loverfin S.A. (being liquidated) (B).

Financial year 2002 • Vice-Chairman and Managing Director of Compagnie Nationale à Portefeuille S.A. (B). • Managing Director of Carpar S.A. (B), Erbe S.A. (B), Europart S.A. (B), Fibelpar S.A. (B), Financière de la Sambre S.A. (B), Fingen S.A. (B), Frère-Bourgeois S.A. (B), Investor S.A. (B), SLP S.A. (B) and Société des Quatre Chemins S.A. (B). • Chairman of the Board of Directors of Cargefin S.A. (B), Carsport S.A. (B), Centre de Coordination de Charleroi S.A. (B), Editions Dupuis S.A. (B), Erbe Finance S.A. (L), Finimpress S.A. (B) as representative of Sociétés des Quatre Chemins S.A., Groupe Jean Dupuis S.A. (B), Helio Car S.A. (B), Helio Charleroi S.A. (B), Helio Charleroi Finance S.A. (B), Interwaffles S.A. (B), Kermadec S.A. (L), Orilux S.A. (B), Palais du Vin S.A. (B), Swilux S.A. (B), Transcor S.A. (B) and Transcor Energy S.A. (B). • Director of Acide Carbonique Pur S.A. (B), Belgian Sky Shops S.A. (B), B.S.S. Investments S.A. (B), Carsport S.A. (B), Château Rieussec S.A. (F), Cheval des Andes S.A. (Argentina), Clos du Renard S.A. (B), Distripar S.A. (B), FEM (Finance et Management) S.A. (B), Filux S.A. (B), Fomento de Construcciones y Contratas (ES), Free A.S.B.L. (B), Gesecalux S.A. (L), GIB S.A. (B), Loverfin S.A. (B), Mesa S.A. (B), PetroFina S.A. (B), Quick S.A. (B), Raspail Investissements S.A. (F), Société Civile Cheval Blanc (F), Stichting Administratiekantoor Frère- Bourgeois (NL), Swifin S.A. (L), Swilux S.A. (B), Taittinger (F) and Vanparys Chocolatier S.A. (B). • Director and Member of the Nomination and Remuneration Committee of RTL Group (L). • Director and Member of the Accounts Committee and Remuneration Committee of Pargesa Holding S.A. (CH). • Member of the Board of Supervisors of Groupe Entremont S.A.S. (F) and Imerys (F). • Member of the Supervisory Board and Member of the Audit Committee and Strategy and Investment Committee of Bertelsmann AG (D). • Member of the Advisory Committee of Viventures S.A. (F). • Member of the Hainaut-Brabant Wallon Board of Directors of Fortis Banque S.A. (B). • Co-Chairman of Project Sloane Ltd. (Groupe Joseph) (GB). • Vice-Chairman of Hôpitaux Saint-Joseph – Sainte-Thérèse and IMTR A.S.B.L. (B). • Manager of AOT N.V. (NL). • Auditor of Agesca Nederland N.V. (NL), Frère-Bourgeois Holding B.V. (NL) and Parjointco N.V. (NL).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 104 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Amaury de Seze Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of Financière P.A.I. (F), Financière PAI partners (F), PAI partners (F) and PAI partners UK (GB). • Chairman of Eiffage (F), Erbe S.A. (B), Gepeco S.A. (B), Groupe Industriel Marcel Dassault S.A. (F), Novalis S.A.S. (F), Novasaur S.A.S. (F), PAI Europe III General Partner Ltd. (GG), PAI Europe IV General Partner NC (GG), Pargesa Holding S.A. (CH), Power Corporation of Canada (CDN), Saeco (I) and Vivarte S.A. (F). • Vice-Chairman of the Board of Supervisors of Carrefour S.A. (F). • Member of the Board of Supervisors of Gras Savoye S.C.A. (F) and Publicis S.A. (F).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Chairman of Financière P.A.I. (F), Financière PAI partners (F), PAI partners (F) and PAI partners UK (GB). • Director of Eiffage (F), Erbe S.A. (B), Gepeco S.A. (B), Groupe Industriel Marcel Dassault S.A. (F), Novalis S.A.S. (F), Novasaur S.A.S. (F), PAI Europe III General Partner Ltd. (GG), PAI Europe IV General Partner NC (GG), Pargesa Holding S.A. (CH), Power Corporation of Canada (CDN), Saeco (I) and Vivarte S.A. (F). • Member of the Board of Supervisors of Gras Savoye S.C.A. (F), Publicis S.A. (F) and Carrefour S.A. (F).

Financial year 2004 • Chairman of Cobepa S.A. (B), Financière P.A.I. (F), Financière PAI partners (F), PAI partners (F) and PAI partners UK (GB). • Director of Eiffage (F), Erbe S.A. (B), Gepeco S.A. (B), Groupe Industriel Marcel Dassault S.A. (F), Novalis S.A.S. (F), PAI Europe III General Partner Ltd. (GG), Pargesa Holding S.A. (CH), Power Corporation of Canada (CDN) and Saeco (I). • Member of the Board of Supervisors of Gras Savoye S.C.A. (F) and Publicis S.A. (F). • Representative of NHG S.A.S. (F).

Financial year 2003 • Chairman of Cobepa S.A. (B), P.A.I. management (F), Financière P.A.I. (F), PAI partners (F) and PAI management UK (GB). • Director of Eiffage (F), Erbe S.A. (B), Gepeco S.A. (B), GIB S.A. (B), Groupe Industriel Marcel Dassault S.A. (F), NHG S.A.S. (F), Novalis S.A.S. (F), PAI Europe III General Partner Ltd. (GG), Pargesa Holding S.A. (CH), Power Corporation of Canada (CDN), Sagal (F), UGC S.A. (F) and United Biscuits Ltd. (UK). • Member of the Board of Supervisors of Gras Savoye S.C.A. (F) and Publicis S.A. (F).

Financial year 2002 • Chairman of Cobepa S.A. (B), P.A.I. management (F) and Financière P.A.I. (F). • Director of Coparex International (F), Eiffage (F), Erbe S.A. (B), Gepeco S.A. (B), GIB S.A. (B), Groupe Industriel Marcel Dassault S.A. (F), IMS S.A. (F), NHG S.A.S. (F), Pargesa Holding S.A. (CH), Power Corporation of Canada (CDN), Sagal (F), UGC S.A. (F) and United Biscuits Ltd. (GB). • Member of the Board of Supervisors of Gras Savoye S.C.A. (F) and Publicis S.A. (F).

Jean Stéphenne Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • Chairman of the Board of Directors of Besix S.A. (B). • Director and Chairman of the Board of Directors of Henogen S.A. (B). • Director of IBA (B), Fortis Banque S.A. (B), Nanocyl S.A. (B), Aseptic Technologies (B) and GlaxoSmithKline Biologicals (B).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Director of Asceptic Technologies (B), Fortis Banque S.A. (B), IBA (B), Nanocyl S.A. (B) and GlaxoSmithKline Biologicals (B). • Chairman of the Board of Directors of Besix S.A. (B) and Henogen S.A. (B).

Financial year 2004 • Director of Fortis Banque S.A. (B), IBA (B), Nanocyl S.A. (B) and GlaxoSmithKline Biologicals (B). • Chairman of the Board of Directors of Besix S.A. (B) and Henogen S.A. (B).

Financial year 2003 • Director of Fortis Banque S.A. (B), IBA (B), Société Belge des Bétons (B), Nanocyl S.A. (B) and GlaxoSmithKline Biologicals (B). • Chairman of the Board of Directors of Henogen S.A. (B).

Financial year 2002 • Director of Fortis Banque S.A. (B), IBA (B), Société Belge des Bétons (B), Nanocyl S.A. (B) and GlaxoSmithKline Biologicals (B). • Chairman of the Board of Directors of Henogen S.A. (B).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 105 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Arnaud Vial Director

List of activities and other mandates exercised in Belgian and foreign companies in 2006 • First Vice-Chairman for Finance of Power Corporation of Canada (CDN) and Power Financial Corporation (CDN). • Vice-Chairman of 152245 Canada Inc. (CDN), Gelprim Inc. (CDN), 2795957 Canada Inc. (CDN), 171263 Canada Inc. (CDN), Power Communications Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Corporation International (CDN), Power Financial Capital Corporation (CDN), 3411893 Canada Inc. (CDN), 3439453 Canada Inc. (CDN), 3249531 Canada Inc. (CDN), 4190297 Canada Inc. (CDN) and 4400003 Canada Inc. (CDN). • Director of Power Financial Europe B.V. (NL) and Power Pacific Equities Limited (CDN). • Chairman of 3121011 Canada Inc. (CDN).

List of activities and other mandates exercised in Belgian and foreign companies between 2002 and 2005 Financial year 2005 • Executive (First Vice-Chairman for Finance) of Power Corporation of Canada (CDN) and Power Financial Corporation of Canada (CDN). • Executive (Vice-Chairman) of Power Financial Capital Corporation (CDN), 171263 Canada Inc. (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), Power Corporation International (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Communications Inc. (CDN) and 3411893 Canada Inc. (CDN). • Director Executive (Chairman) of 3121011 Canada Inc. (CDN). • Director Executive (Vice-Chairman) of 3439453 Canada Inc. (CDN), Power Pacific Equities Limited (CDN), 3249531 Canada Inc. (CDN) and 4190297 Canada Inc. (CDN). • Director of Power Financial Europe B.V. (NL) and 3411893 Canada Inc. (CDN).

Financial year 2004 • Executive (First Vice-Chairman for Finance) of Power Corporation of Canada (CDN) and Power Financial Corporation (CDN). • Executive (Vice-Chairman) of Power Financial Capital Corporation (CDN), 171263 Canada Inc. (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), Power Corporation International (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN), Power Communications Inc. (CDN) and 3411893 Canada Inc. (CDN).. • Director Executive (Chairman) of 3121011 Canada Inc. (CDN). • Director Executive (Vice-Chairman) of 3411893 Canada Inc. (CDN), 3439453 Canada Inc. (CDN) and Power Pacific Equities Limited (CDN). • Director of Power Financial Europe B.V. (NL) and 3411893 Canada Inc. (CDN).

Financial year 2003 • Executive (First Vice-Chairman for Finance) of Power Corporation of Canada (CDN) and Power Financial Corporation (CDN). • Executive (Vice-Chairman) of Power Financial Capital Corporation (CDN), 171263 Canada Inc. (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), Power Corporation International (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN) and Power Communications Inc. (CDN). • Director Executive (Chairman) of 3121011 Canada Inc. (CDN). • Director Executive (Vice-Chairman) of 3411893 Canada Inc. (CDN), 3439453 Canada Inc. (CDN) and Power Pacific Equities Limited (CDN). • Director of Power Financial Europe B.V. (NL) and 3411893 Canada Inc. (CDN). • Executive (Chairman and Secretary) of 3121011 Canada Inc. (CDN).

Financial year 2002 • Executive (First Vice-Chairman for Finance) of Power Corporation of Canada (CDN) and Power Financial Corporation (CDN). • Executive (Vice-Chairman) of Power Financial Capital Corporation (CDN), 171263 Canada Inc. (CDN), 152245 Canada Inc. (CDN), 2795957 Canada Inc. (CDN), Power Corporation International (CDN), Gelprim Inc. (CDN), Jolliet Energy Resources Inc. (CDN) and Power Communications Inc. (CDN). • Director Executive (Vice-Chairman) of 3411893 Canada Inc. (CDN), 3439453 Canada Inc. (CDN) and Power Pacific Equities Limited (CDN). • Director of Power Financial Europe B.V. (NL) and 3411893 Canada Inc. (CDN).

GBL Appendix - Offices of the Directors from 2002 to 2006 / 106 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 Glossary

The glossary only contains the terms not defined by the International Financial Reporting Standards specific to GBL's financial data. For terms relating to financial data on its investments, found in pages 14 to 35, readers of the GBL’s annual report should refer to the definitions provided by each company in its annual report or on its website.

Adjusted net assets GBL's Adjusted net assets are a conventional reference obtained by adding to the group's Net cash the investments constituting the financial assets valued according to the following principles: • the share price for listed companies; • the group share of shareholders' equity of unlisted companies and consolidated using the equity method; • the book value of unlisted companies not consolidated, and not integrated using the equity method. Adjusted net assets take into account the exercise of warrants and options when these are “in the money”, i.e. when the share price is higher than the exercise price. By virtue of the precautionary principle, however, a shareholding is valued at its realisation value if this is known and if it is less than the reference value. Adjusted net assets ignore any difference of valuation resulting from the exercise of a controlling power by GBL on its investments.

Earnings analysis the tables contained in this analysis are intended to present a more precise picture of the different elements that make up GBL's consolidated result, stated in accordance with the IFRS: • Cash earnings show the amount of cash generated from dividends on investments and management of net cash, less general overheads and taxes. • Mark to market and other non-cash items show the changes in fair value of the financial instruments shown in GBL's assets and liabilities (other than the financial assets revalued through shareholders' equity). These variations are unrealised and do not influence the group's cash position. • The Associated companies heading shows GBL's share in their earnings as well as all preferential dividends. • Eliminations and capital gains include the elimination of dividends received from associated companies as well as earnings on disposals and impairments of non-current assets by consolidated companies.

Market capitalisation is the value of a company calculated by multiplying the share price by the number of shares and existing (market value) bonds redeemable in shares.

Net cash Net cash entered in the adjusted net assets includes all GBL's current assets and current and non-current liabilities, to which its treasury shares are added. Net cash items are valued at their fair value. Treasury shares are valued at the share price or at the exercise price of the financial instruments they cover (e.g. stock options) if these are “in the money”.

Annual average share price the arithmetic mean of the share price at the close of each day's trading during the financial year.

Weighted average number of ordinary corresponds to the number of outstanding ordinary shares at the start of the financial period, less own shares (basic calculation) shares, adjusted by the number of ordinary shares reimbursed or issued during the period, multiplied by a time-based weighting factor.

Weighted average number of ordinary is obtained by adding potential shares to the weighted average number of ordinary shares. In the present shares (diluted calculation) case, potential shares correspond to call options issued by the group.

Percentage of share capital held the percentage interest held directly and indirectly by the group through consolidated companies, by the group calculated on the basis of the number of shares in issue on 31 December.

Result profit or loss excluding minority interests and before transfers to or from tax-exempt reserves.

Gross annual return calculated on the share price and the gross dividend received, Gross dividend received + change in share price from 1 January to 31 December it equals to Share price on 1 January

VVPR strip presented with the corresponding share dividend coupon, the VVPR strip entitles the holder to the 15% reduced rate of withholding tax, instead of the normal 25% rate.

Velocity on float (%) the ratio between the number of shares traded on the Stock Exchange and the float at 1 January of the financial year.

GBL Glossary / 107 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 GBL / 108 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 For further information

Groupe Bruxelles Lambert Avenue Marnix 24 – B-1000 Brussels RPM: Brussels VAT: BE 0407 040 209 ING: 310-0065552-66 Website: http://www.gbl.be

For more information about GBL, please contact: Carine Dumasy – Tel.: 32-2-289.17.17 – Fax: 32-2-289.17.37 e-mail: [email protected]

Dit jaarverslag is ook verkrijgbaar in het Nederlands Ce rapport annuel est également disponible en français

Design and production: Landmarks, Brussels Photography: Avignon station - Christophe Grilhé, © Raf Beckers/Electrabel - Lanaken site (Belgium), Dominique Lecuivre/Imerys - Kaolin factory for paper in Ploemeur (Brittany - France), Total/JD. Lamy, Photo studio Pernod Ricard (M-A Desanges) Printed in Belgium by Dereume WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 www.gbl.be WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 ANNEX 3 : PRESS RELEASE – RESULTS FIRST QUARTER 2007

Groupe Bruxelles Lambert 3 May 2007

Data as of end March 2007 (end March 2006)

Net earnings (global/per share) EUR 69 million (EUR 26 million) EUR 0.47 (EUR 0.19) Cash earnings (global/per share) EUR 18 million (EUR 2 million) EUR 0.12 (EUR 0.15) Adjusted net assets (global/per share) EUR 16,847 million EUR 114.47

The Board of Directors of GBL, meeting on 3 May 2007, approved the group's IFRS consolidated non-audited financial statements for the period ended 31 March 2007, based on the financial data provided by its associated companies and by its private equity funds.

Consolidated net earnings as of 31 March 2007 stood at EUR 69 million, an increase of EUR 43 million over the first quarter of 2006. This increase mainly results from income on positive cash balances and on realized earnings at the level of private equity funds (EUR 29 million). Bertelsmann contributed EUR 13 million to profits in the first quarter of 2006. This latter was no longer consolidated as from the second half of 2006.

Cash earnings of EUR 18 million rose by EUR 16 million, primarily under the impact of liquidities available throughout the first quarter of 2007.

GBL's adjusted net assets as of 2 May 2007 stands at EUR 118.39 per share. The figure takes into account the development of the group's portfolio, namely: • The increase to a 9.5% stakeholding in Suez; • The stronger presence in Lafarge that raises the group's interest to 17.2%; • The acquisition of shares in Pernod Ricard bringing the total holding to 5.6%.

GBL spent EUR 1.5 billion on these investments.

1. GBL portfolio and adjusted net assets 2 May 2007 Portfolio Adjusted net assets

% of capital % of voting Share price (EUR million) rights (EUR) Suez 9.5% 13.3% 42.82 5,225 Total 3.9% 4.0% 55.00 5,167 Lafarge 17.2% 16.0% 121.51 3,691 Imerys 26.4% 34.4% 72.00 1,206 Pernod Ricard 5.6% 5.0% 158.00 960 Other investments 354 Portfolio 16,603 Cash net/trading/own shares 820 Adjusted net assets 17,423 Adjusted net assets per share (EUR) 118.39 Share price (EUR) 90.85 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 2. IFRS consolidated results

Unaudited result March 2007 March 2006 EUR million

Cash Mark to Associated Eliminations Consoli- Consoli- earnings market and companies and capital dated dated other non- gains cash

Net earnings from associated companies - - 22.3 - 22.3 14.8 Result on discontinued operations - - - - - 12.8 Net dividends on investments ------Interest income and expenses 11.3 (0.9) - - 10.4 (5.1) Other financial income and expenses 3.0 8.8 - - 11.8 (2.0) Other operating income and expenses (4.7) (0.2) - - (4.9) (4.0)

Earnings on disposals and impairments of - - - 29.4 29.4 - non-current assets

Taxes 8.5 (8.3) - - 0.2 9.5 Consolidated result of the period 18.1 (0.6) 22.3 29.4 69.2 26.0 Basic earnings per share 0.49 0.20 Diluted earnings per share 0.49 0.20

The weighted average number of shares used to calculate basic earnings per share is 141,895,361 (132,978,059 on 31 March 2006); for diluted earnings per share, it is 142,144,776 (133,241,374 on 31 March 2006).

• Cash earnings - Mark to market and other non-cash (EUR 18 million)

At end March 2007, these headings consisted mainly of earnings on positive cash balances benefiting from the increase in rates and the variation of fair value of optional financial instruments.

Net dividends, which make up the bulk of cash earnings for the year, are collected as from the second quarter of the year and so do not contribute to results for the first quarter.

• Associated companies (EUR 22 million)

The net contribution of associated companies amounted to EUR 22 million, compared to EUR 28 million for the same period in 2006: EUR million March 2007 March 2006 Bertelsmann - 12.8 Imerys 17.3 14.9 Ergon Capital Partners 5.0 (0.1) TOTAL 22.3 27.6

Imerys

In the first quarter of 2007, Imerys benefited from buoyant markets on the whole as the result of a dynamic global economy. Turnover came to EUR 849 million, showing growth of 1.8%, or 4.3% at comparable group structure and exchange rates.

Current operating results expanded by +6.7% thanks to strong progress on volumes and further improvement in price/product mix in all branches of activity. Current net earnings rose by +5.6% as a result of the anticipated increase in financial result stemming from higher short-term interest rates. WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 After factoring in EUR -3 million on other net operating income and expenses, net result, group share, came to EUR 66 million, compared to EUR 56 million for the same period in 2006.

Imerys contributed EUR 17 million to GBL's net earnings, compared to EUR 15 million in 2006.

Ergon Capital Partners (ECP)

ECP's contribution to results on 31 March 2007 amounted to EUR 5 million, as against almost nil for the same period in 2006. The difference is due essentially to the effect of the valuation of its portfolio of shareholdings as at end March 2007.

• Capital gains (EUR 29 million) Realized earnings at the level of private equity funds (Sagard and PAI Europe) during the first quarter gave GBL a positive result of EUR 29 million, mainly on the disposal of Vivarte and Medi Partenaires.

3. Outlook for 2007

Given the seasonal nature of cash earnings and of the results of associated companies, as well as the volatility of mark to market impact, the first quarter results cannot be used to extrapolate those for the year 2007.

It is nonetheless worth noting that cash earnings for 2007 as a whole will be boosted by higher dividends on shareholdings - Suez +20%, Lafarge +18%, Total +15% and Imerys +9% - and by the first-time collection of a dividend from Pernod Ricard. These increases should offset the EUR 120 million dividend from Bertelsmann collected for the last time in 2006. Results for the half-year (30 June) and for the third quarter (30 September) will be published on 31 July and 6 November 2007 respectively. WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 ANNEX 4 : PRESS RELEASE – INVESTMENT IN IBERDROLA

30 May 2007

INVESTMENT IN IBERDROLA

GROUPE BRUXELLES LAMBERT (GBL) and COMPAGNIE NATIONALE À PORTEFEUILLE / NATIONALE PORTEFEUILLEMAATSCHAPPIJ (NPM/CNP) have passed together the threshold of 5% in the capital of IBERDROLA, owning, as of today, respectively 3.0% and 2.0% of the capital of this group.

The building up of this stake is the result of acquisitions on the Stock Exchange Market and represents an investment of about EUR 1,340 million for GBL and EUR 870 million for NPM/CNP, financed out of the cash position of each group.

GBL and NPM/CNP reserve the possibility to have their stakes evolve.

About IBERDROLA: IBERDROLA, a Spanish listed company, is a major actor in the energy sector, present in more than 40 countries spread over four continents through a competitive production tool, with particular emphasis on renewable energy sources. For further information: www.iberdrola.es WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1 WorldReginfo - 6ae09c07-d1e2-4ee8-96ba-ccbfa625f1e1