Description of the share buy-back program Lagardère SCA 2009-2010

LAGARDERE SCA

A French limited partnership with shares with capital of €799,913,044.60
Head office: 4 rue de Presbourg – Paris 16th (75)
Commercial Register 320 366 446 R.C.S. Paris

1. – Date of the Annual Shareholders’ Meeting that authorized the program

28 April 2009

2. – Number of shares and share of capital stock held by LAGARDERE SCA

• After the meeting of 28 April 2009:
  Directly: 4,295,948 (3.28%)

3 – Breakdown by objective of the shares held
After the meeting of 28 April 2009:

4. – Characteristics of the 2009-2010 program

Objectives:

• to reduce capital stock by cancelling all or part of the shares purchased;
• to allocate shares to recipients of stock options exercising their right to purchase shares;
• to allocate free shares to employees of the Company and its related companies;
• to allocate shares to employees of the Company as part of the profit-sharing scheme;
• any other allocation of shares to employees of the Company and its related companies in compliance with applicable laws and regulations.
• to ensure liquidity and regulation of the market on which the Company’s shares are listed through market maker agreements with an independent investment services provider, whereby the terms and conditions of such agreements comply with a code of professional conduct recognized by the Autorité des Marchés Financiers;
• to retain treasury shares for subsequent exchange or use as payment in future expansion through acquisition (up to a limit of 5% of the capital stock for exchanges conducted in the scope of a merger, spin-off or contribution of assets);
• to transfer or exchange shares in response to the exercise of rights attached to securities which grant, in any manner whatsoever, access to the Company’s capital stock;
• and, more generally, to effect any other transactions in accordance with current regulations and in particular with the market practices accepted by the Autorité des Marchés Financiers.

Maximum portion of capital stock and maximum number of shares that may be purchased:

10% of capital stock at 28 April 2009, i.e. 13,113,328 shares.

Given that 4,295,948 shares are held at 28 April 2009 and in the event that these shares are not transferred or cancelled during the program, the percentage of current capital stock and the number of shares that may be purchased would therefore be 6.72% and 8,817,380 shares, respectively.

Maximum purchase price per share: €60

5. – Term of the buy-back program

18 months following the annual shareholders’ meeting, i.e. until 28 October 2010

6. – Summary of the transactions completed under the previous program

Status at 28 April 2009

Percentage of treasury shares held directly or indirectly: 3.28%
Number of shares cancelled during the last 24 months: 3,000,000 (i.e. 2.29% of current capital stock)
Number of shares held directly and indirectly in the portfolio: 4,295,948
Book value of the portfolio: €100,561,698.16
Market value of the portfolio: €102,372,440.84 (based on a share price of €23.83)

Information about the 2008-2009 program 

(*) and cancellation clauses attached to sales with option of repurchase (cf. press releases of 3 and 10 November 2005)
(**) spread out between 19.12.2009 and 20.11.2014
(***) ranging between €51.45 and 56.97

This publication is available at the Company’s head office and from the ARLIS company located at 6 rue Laurent Pichat – 75116 Paris, which handles the Company’s Shares Service.