Description of the Lagardre SCA share buyback program 05-06

Description of the Lagard re SCA share buyback program 2015-2016 Pursuant to Article 241-2 of the AMF General Regulations (R glement G n ral de l'Autorit des march s financiers), the purpose of this description is to present the objectives and terms of the Company's share buyback program approved by the General Partners and the Shareholders of the Company.

1 - Date of the shareholders' meeting having authorized the program

5 May 2015

2 - Allotment by objectives of the shares held by the Company as of 13 May 2015

Award to employees and officers of the Company and of entities or groups related to it:

2,821,867

2.15%

Market making activities :

17,000

0.01%

Total :

2,838,867

2.16%

3 - Open positions in derivatives as of 13 May 2015 (table shown in annex 3 of AMF Instruction n 2005-06)

Date of the

transaction

Intermediary

Sale

/Purchase

Number

of titles

Options/

Futures

Expiration

date

Exercise

Price

Premium

Market

07/08/2014

Barclays

Bank PLC

Sale

850,000

Call Options*

11/21/2015

40

0.315

OTC

* cover of the 2005 stock-options plan

4 - Characteristics of the 2015 2016 program

Objectives pursued:

to reduce the share capital by cancelling all or some of the shares purchased;

to award free shares to employees and officers of the Company and of entities or groups related to it within the meaning of articles L. 225-197-1 et seq. of the French Commercial Code;

to tender shares upon the exercise of share options;

to set up any company or group savings scheme (or similar plan) under the conditions provided for by law, notably articles L. 3332-1 et seq. of the French Labour Code (Code du travail), including by way of granting the shares free of consideration as part of the Company s employer contribution and/or in replacement of the discount, in accordance with the applicable law and regulations;

to award or transfer shares to employees as part of a profit-sharing scheme;

to award shares to employees and officers of the Company and of entities or groups related to it for any other purpose permitted by the applicable law and regulations;

to promote liquidity in the Company s shares under liquidity contracts that comply with a code of conduct recognised by the AMF entered into with independent investment services providers;

to hold the shares for subsequent exchange or payment as consideration for external growth transactions, a merger, demerger or asset contribution;

to tender shares upon the exercise of rights attached to securities that give access, by any means whatsoever, to the Company s share capital;

and, more generally, to carry out any other transaction permitted by the applicable law and regulations and, in particular, the market practices accepted by the AMF.

Maximum percentage of the share capital, maximum number and characteristics of the titles which can be purchased:

10 % of the share capital, i.e., 13,113,328 shares based on the current share capital.

Considering the 2,838,867 shares and the 850,000 call options held by the Company as of 13 May 2015, a maximum of 9,424,461 shares (7.19 % of the share capital) could be purchased, assuming that the Company does not cancel or transfer any of these shares or calls.

The shares may be purchased, sold or otherwise transferred in one or several transactions at any time apart from during the blackout periods provided for in article 631-6 of the AMF s General Regulations or during a public tender offer on or off-market or over the counter, by any means permitted under the applicable law and regulations, including through block purchases or sales and the use of derivatives.

Maximum unit purchase price: EUR 40 (the Managing Partners having full powers to adjust this amount to take into account the impact on the share price of any corporate actions)

Maximum amount of purchase: EUR 500,000,000

5 - Term of the share buyback program

18 months as of the General Meeting, i.e., until 5 November 2016.

The present publication is available on the website of the Company (www.lagardere.com ) in the section Investor Relations/Regulated Information.

LINK:	http://www.lagardere.com/press-room/press-releases/press-releases-363....
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