OL GROUPE REGISTRATION DOCUMENT 2011 | 2012 On 30 October 2012, OL Groupe filed this Registration Document, recorded under the number D.12-0951, with the AMF (Autorité des marchés financiers) in accordance with Article 212-13 of the General Regulation. Only the original French version can be used to support a financial transaction, provided it is accompanied by a prospectus (note d’opération) duly certified by the Autorité des Marches Financiers. The document was produced by the issuer, and the signatories to it are responsible for its contents. In accordance with Article 28 of European regulation no. 809/2004 of 29 April 2004, the reader is referred to previous Registration Documents containing the following information: - the Group’s consolidated financial statements for the financial year ended 30 June 2011 and the Statutory Auditors’ report thereon, which can be found on pages 97-139 of the 2010/11 Registration Document of OL Groupe, registered with the AMF under no. D.11.0955 on 27 October 2011 - the Group’s consolidated financial statements for the financial year ended 30 June 2010 and the Statutory Auditors’ report thereon, which can be found on pages 93-135 of the 2009/10 Registration Document of OL Groupe, registered with the AMF under no. R.10-078 on 6 December 2010. - an analysis of the financial position and earnings of OL Groupe for the financial year ended 30 June 2012, which can be found on page 74 of the 2011/12 Registration Document of OL Groupe. Copies of this Registration Document may be obtained at the head office of OL Groupe: 350, avenue Jean Jaurès 69361 Lyon Cedex 07, France, from its website (http://investisseur.olympiquelyonnais.com) or from the website of the Autorité des Marchés Financiers (www.amf-france.org). CONTENTS CONTENTS >NEW STADIUM PROJECT ........................46 >PRINCIPAL CONTRACTS .........................54 GENERAL INFORMATION ABOUT THE ISSUER >OTHER INFORMATION Memorandum and Articles of Association .............3 Competitive environment ..........................58 Share capital .....................................8 Media and marketing rights .......................63 Information policy ................................10 Location and size of the issuer’s principal sites .......65 CONTENTS Investment policy ................................66 INFORMATION ABOUT THE ISSUER’S BUSINESS >OLYMPIQUE LYONNAIS GROUPE ORGANISATION CHART AS OF 30 SEPTEMBER 2012 ................67 >MANAGEMENT REPORT Principal events during the year . 12 Consolidated revenue and earnings .................15 >HISTORICAL HIGHLIGHTS ........................68 Olympique Lyonnais Groupe .......................17 Subsidiaries ....................................18 >DEVELOPMENTS SINCE 1 JULY 2012 ..............69 Research and development ........................20 Human resources and sustainable development .......20 >FUTURE OUTLOOK ..............................71 Significant events subsequent to closing .............25 Outlook and objectives ............................27 Risk factors .....................................28 FINANCIAL STATEMENTS Insurance and risk coverage . 35 Litigation and exceptional events ...................36 >CONSOLIDATED FINANCIAL STATEMENTS Market for OL Groupe shares ......................36 Income statement ................................74 Changes in OL Groupe’s share capital Balance sheet - assets ............................76 and equity investments ...........................36 Balance sheet - equity and liabilities.................77 Purchase and/or sale by the Company of its own shares .................................36 Cash flow statement ..............................78 OL Groupe shares held by employees ................37 Statement of changes in equity .....................80 Shareholders as of 30 June 2012 ...................37 Notes to the consolidated financial statements ........81 Allocation of net profit ............................37 Statutory Auditors’ fees ..........................107 Dividends paid on earnings Report of the Statutory Auditors ...................109 of the three previous financial years .................37 Director’s fees ...................................37 >SEPARATE FINANCIAL STATEMENTS Remuneration of corporate officers .................37 Income statement ...............................113 Ownership threshold disclosures ...................39 Balance sheet - assets ...........................114 Transactions carried out by executives and corporate officers ............................39 Balance sheet - equity and liabilities................115 Renewal of the terms of certain Board members ......39 Cash flow statement .............................116 List of functions exercised by corporate officers Notes to the separate financial statements ..........117 in other companies during financial year 2011/12 ......40 Statutory Auditors’ report on the separate Powers granted by shareholders financial statements .............................125 to the Board of Directors . 44 Special report of the Statutory Auditors’ Results of the last five financial years ...............45 on regulated agreements and commitments .........126 OL GROUPE REGISTRATION DOCUMENT 11/12 / 1 CONTENTS CORPORATE GOVERNANCE Report of the Chairman pursuant to Article L.225-37 of the French Commercial Code ...................132 Report of the Statutory Auditors on the Chairman’s report .........................138 Composition and activities of the Board of Directors and senior management ...............139 SHAREHOLDERS’ MEETING 18 DECEMBER 2012 >SHARE BUYBACK PROGRAMME Report on the share buyback programme approved at the 14 December 2011 shareholders’ meeting......150 Description of the share buyback programme to be submitted for shareholder approval at the Ordinary Shareholders’ Meeting of 18 December 2012 ............................150 ANNUAL INFORMATION DOCUMENT ...........153 PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND FOR AUDITING THE FINANCIAL STATEMENTS ...............................159 CROSS-REFERENCE INDEX ...................163 2 / OL GROUPE REGISTRATION DOCUMENT 11/12 GENERAL INFORMATION ABOUT THE ISSUER Memorandum and Articles of Association . .3 Share capital. .8 Information policy . .9 OL GROUPE REGISTRATION DOCUMENT 11/12 / 3 GENERAL INFORMATION ABOUT THE ISSUER GENERAL INFORMATION by making employees available to them or otherwise so as to ABOUT THE ISSUER advise or help these companies or entities in their organisation, capital expenditure and financing through loans, guarantees or pledges covering the obligations of the company or of related Name companies. Olympique Lyonnais Groupe. Companies register and codes Head office 421 577 495 RCS LYON NAF code: 7010 Z 350 avenue Jean Jaurès, 69007 Lyon, France. ISIN code: FR 0010428771 Legal form Location where Company documents may be consulted OL Groupe is a French société anonyme with a Board of The Articles of Association, financial statements, reports and Directors governed by the laws and regulations in force, in minutes of Shareholders’ Meetings can be consulted at the particular the new articles of the French Commercial Code, as head office: 350 avenue Jean Jaurès, 69007 Lyon, France. well as its Articles of Association. Financial year Applicable law The financial year begins on 1 July and ends on 30 June. French law. Distribution of earnings according to the Articles Country in which the issuer is registered of Association (Article 27 thereof) France. The net profit for the year, less prior losses and amounts transferred to legal reserves, plus retained earnings, Date of incorporation and term constitute distributable profits. Apart from distributable profits, The company was created on 1 February 1999 for a term shareholders may decide, in their Ordinary Shareholders’ of ninety-nine years from the date of its registration in the Meeting, according to procedures defined by law, to distribute Companies Register, unless extended or dissolved before then. profits from available reserves. Once shareholders have approved the annual financial Corporate Purpose (Article 2 of the Articles of Association) statements and determined that distributable profits exist, The purpose of the company, both directly and indirectly, in they decide what portion is to be distributed to shareholders in France and abroad, is to: the form of dividends. • hold, manage its shareholding in Olympique Lyonnais SASP, They may decide to offer shareholders the choice between operate and enhance the value of the Olympique Lyonnais brand payment in cash or in shares, for all or part of the shares and more generally acquire, hold, manage, sell or transfer in carrying dividend rights, in accordance with applicable laws any other manner, any shares, bonds or other marketable and regulations. securities issued by French or non-French companies or Interim dividends may be distributed before the financial groups, whether listed or unlisted, having a direct or indirect statements are approved, under the terms and conditions set connection to the corporate purpose; by law. • carry out any research, consulting, management, Shareholders may be offered the choice, for all or part of the organisational, development or operating activities related to interim dividend to be paid, between payment in cash or in the corporate purpose indicated above, including: sporting, shares. educational, cultural, audiovisual or artistic activities; organise events, shows and exhibits; promote, organise or provide travel Court of jurisdiction and travel services;