LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 1 Lagardère SCA A French limited partnership with shares with capital stock of € 858,993,978.50 divided into 140,818,685 shares of € 6.10 par value each. Head office: 4, rue de Presbourg - 75016 Paris (France) Telephone: +33 (0) 1.40.69.16.00 Commercial Register: 320 366 446 RCS Paris Website: http://www.lagardere.com REFERENCE DOCUMENT Year 2004 The original version of this Reference Document (Document de Référence) in French was deposited with the French Financial Market Authority (Autorité des Marchés Financiers - AMF) on April 6, 2005 in accordance with articles 211-1 to 211-42 of the AMF Règlement Général. It may be used in connection with a financial transaction if completed by an Information notice approved by the AMF. This English version of Lagardère’s Reference Document has been prepared for the convenience of English language readers. It is a translation of the original Document de Référence deposited with the Autorité des Marchés Financiers. It is intended for general information only and should not be considered as completely accurate owing to the unavailability of English equivalents for certain French legal terms. LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 2 2LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 3 REFERENCE DOCUMENT 2004 As indicated in the Management Report, this Reference Document is an integral part of that report. The Management Report contains essential information and this Reference Document provides more detailed information that the reader may require. PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT 1 AND PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS P. 4 2 ISSUE AND OFFICIAL LISTING OF EQUITY SECURITIES P. 9 3 DESCRIPTION OF LAGARDÈRE AND ITS CAPITAL STOCK P. 10 4 INFORMATION ON LAGARDÈRE’S OPERATIONS P. 30 5 NET ASSETS - FINANCIAL POSITION - RESULTS P. 98 6 CORPORATE GOVERNANCE P. 182 7 RECENT DEVELOPMENTS AND OUTLOOK P. 226 3LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 4 1.1. Persons responsible for the Reference Document 6 1.2. Certification of the Managing Partners 6 1.3. Names and addresses of the Auditors 6 1.4. Information policy 8 4LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 5 PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AND PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL 1STATEMENTS 5LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 6 PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT 1AND PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS 1.1 PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT Mr. Arnaud Lagardère, Managing Partner (Gérant) Arjil Commanditée - ARCO, General and Managing Partner (Associée Commanditée - Gérante) represented by: Mr. Arnaud Lagardère, Chairman and Chief Executive Officer Mr. Philippe Camus, Deputy Chairman and Chief Operating Officer Mr. Pierre Leroy, Director and Chief Operating Officer 1.2 CERTIFICATION OF THE MANAGING PARTNERS "To the best of our knowledge, the information set out in this Reference Document is true and includes all the information needed by investors to base their opinion on Lagardère's assets and liabilities, business, financial position, results and prospects; there are no omissions which could impair its meaning". Arnaud Lagardère For ARCO: Arnaud Lagardère - Philippe Camus - Pierre Leroy 1.3 NAMES AND ADDRESSES OF THE AUDITORS First End of current period appointed of office Auditors Barbier Frinault & Autres represented by Mr. Jean-François Ginies 41, rue Ybry - 92576 Neuilly-sur-Seine Cedex, France June 29, 1987 2005 Mr. Alain Ghez 37, rue des Acacias - 75017 Paris, France September 24, 1980 2005 Mazars & Guérard represented by Mr. Jacques Kamienny Le Vinci - 4, allée de l’Arche 92075 La Défense Cedex, France June 20, 1996 2008 Alternate Auditors Mr. Alain Grosmann 41, rue Ybry - 92576 Neuilly-sur-Seine Cedex, France June 6, 1989 2005 Mr. Charles-Éric Ravisse 19, rue de Milan - 75009 Paris, France June 29, 1993 2005 Mr. Michel Rosse Le Vinci - 4, allée de l’Arche 92075 La Défense Cedex, France June 20, 1996 2008 6LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 7 REFERENCE DOCUMENT 2004 STATUTORY AUDITORS’ STATEMENT (Translated from the original in French) “In our capacity as Statutory Auditors of Lagardère SCA and in accordance with articles 211-1 to 211-42 of the Règlement Général of the Autorité des Marchés Financiers, we have verified that the financial information contained in this Reference Document relating to the audited financial statements for the year ended December 31, 2004 (“the financial statements”) has been properly derived from these financial statements. This Reference Document has been prepared under the responsibility of the managing partners. Our responsibility is to report on the fairness of the financial and accounting information included in this Reference Document with respect to the financial position and the financial statements of Lagardère SCA. Our procedures, which were performed in accordance with French professional standards, consisted in assessing the fairness of the information about the financial position and the financial statements, and verifying that this information agrees with the financial state- ments audited by us. These procedures also included reading the other data contained in this Reference Document in order to identify any material inconsistencies with the information about the financial position and the financial statements, and reporting any incorrect information that came to our attention, based on our overall knowledge of the Company derived from our assignment. Provisional data presented correspond to objectives set by management, not to individual prospective data prepared according to a specific process. We have also audited the annual accounts and the consolidated financial statements prepared by the managing partners of Lagardère SCA for the years 2004, 2003 and 2002. Our audits were performed in accordance with French professional standards, and we have expressed unqualified audit opinions on such annual accounts and consolidated financial statements. Based on the procedures described above, we have nothing to report concerning the fairness of the information contained in this Reference Document relating to the financial position and the financial statements”. Paris and Neuilly-sur-Seine, April 5, 2005 The Statutory Auditors Mazars & Guérard Alain Ghez Barbier Frinault & Autres Jacques Kamienny Jean-François Ginies Note: Included in Lagardère SCA’s Reference Document are: • The Statutory Auditors’ reports on the annual accounts and on the consolidated financial statements at December 31, 2004 (set out in Part 5, sections 5.10 and 5.11 of the Document de Référence in French) explaining the basis of their opinion as required by article L. 225-235 of the French Commercial Code; 7LAGARDÈRE LAG 05_Part 1-2_gb v2 28/04/05 9:25 Page 8 PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT 1AND PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS • The Statutory Auditors’ report prepared at the request of Lagardère SCA in compliance with the law (article 621-18-3 of the Code Monétaire et Financier) and French securities regulations (article 221-6 of Livre II of the Règlemement Général of the Autorité des Marchés Financiers) on the report of the Chairman of Lagardère SCA’s Supervisory Board concerning internal control procedures used for the preparation and processing of accounting and financial information. An English translation of this report of the Statutory Auditors is set out in Part 6, paragraph 6.1.3.5 of this Reference Document. 1.4 INFORMATION POLICY Laurent Carrozi, Executive Vice President, Investors Relations Frédéric Subra, Executive Vice President, Group’s General Secretary Affairs • Lagardère shareholders and public information department is situated at: 121, avenue de Malakoff - 75116 Paris, France Telephone: +33 (0) 1.40.69.20.73 E-mail: [email protected] • Copies of this Reference Document and of the managing partners' and Supervisory Board reports are sent to shareholders on request. • Shareholders receive an abridged copy of the annual report, as well as interim reports and financial statements twice a year and a newsletter three times a year. • Conferences for individual shareholders are held in various cities. In 2004, four meetings were organized in Nice, Marseille, Annecy and Nancy. • In 2004, several trips were made abroad to provide information about Lagardère to approximately 200 financial institutions in North America (Boston, Chicago, Milwaukee, Montreal, New-York and Toronto), in Europe (Amsterdam, Barcelona, Brussels, Copenhagen, Frankfurt, Geneva, Hilversum, Lisbon, London, Madrid, Milan, Munich, Rotterdam, Stockholm and Zurich). In France, the Group organized three conferences for analysts and investors, and attended seven other conferences organized by banks in France (Cannes, Paris) and abroad (Barcelona, London). Private meetings were also arranged for approximately 200 investors, analysts and fund managers. • Information on the Group is available on the Internet at www.lagardere.com. The surfer will find the latest “products and services” news from Lagardère Media in the fields of digital technology, books, press publishing and distribution. Institutional headings (key figures, databases, etc.) are also available. This information, intended for all kinds of readers, employees and existing and future shareholders alike, is in French and English. Some of the topics are enhanced with sound and animation. The portal also offers navigation tools for finding