Description of the share buyback programme Lagardère SCA 2011-2012

LAGARDERE SCA

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

1° – Date of the shareholders’ general meeting having authorized the programme

May 10, 2011

2° – Allotment by objective of shares held by the Company as of May 10, 2011

3° – Characteristics of the 2011 – 2012 programme

Objectives pursued:

• Allocation of free shares to employees of the Company and its related companies;
• Allocation of shares to holders of stock options plans;
• Allocation of shares to employees 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;
• Regulation of the stock market, trough liquidity contracts signed with an independent investment services provider, in compliance with a code of professional Conduct recognised by the French Financial Markets Authority (AMF);
• Retention in view of future transfers or exchanges in consideration for acquisitions (up to 5 % of the share capital for exchanges made within the framework of an operation of merger and acquisition);
• Reduction of the share capital by cancelling all or a portion of the shares purchased;
• To transfer or exchange shares in response to the exercise of the rights attached to securities that grant ; in any manner whatsoever, a right to the allocation of shares in the Company;
• And, more generally, to effect transactions in accordance with current regulations and in particular with the market practices accepted by the French Financial Markets Authority (AMF).

Maximum percentage of the share capital and maximum number of shares which can be purchased:

10 % of the share capital (13,113,328 shares).

Considering the 4,181,948 shares and the 5,791,141 call options held by the Company as at 10 May 2011 and in the event that these shares and call options would not be transferred or cancelled during the programme, a maximum of 3,140,239 shares can be purchased (2,39% of the share capital).

Maximum unit purchase price: 50 €

Maximum amount of purchase: 650 million euros

4° – Term of the share buyback programme

18 months as of the general meeting, i.e. until November 10, 2012

5° – Summary of the transactions made within the framework of the previous programme and situation as of May 10, 2011

Summary of the transactions

Number of shares cancelled over the last 24 months: 0
 

⁽¹⁾ shares

Situation as of May 10, 2011

Percentage of share capital held by the Company: 3.19 %
Number of securities held by the Company directly and indirectly in portfolio: 4,181,948
Portfolio’s net book value: 125,038,028.77 €
Portfolio’s market value: 123,973,848. 46 € (on the basis of 29.65 € per share)

⁽¹⁾ calls
⁽²⁾ Spreading between the 21.11.2011 and the 20.11.2014
⁽³⁾ Spreading between 51.45 € and 56.97 €

The present publication is available on the website of the Company (www.lagardere.com) in the section « regulated information » and at the Head Office of the Company.