LAGARDÈRE SA
French joint-stock company (société anonyme)
Share capital: €860,913,044.60
Registered office : 4 rue de Presbourg, Paris 16ème (75)
320 366 446 RCS Paris

I – THE COMPANY
ARTICLE 1 – Legal form
ARTICLE 2 – Company name
ARTICLE 3 – Corporate purpose
ARTICLE 4 – Registered office
ARTICLE 5 – Term of the Company

II – SHARE CAPITAL
ARTICLE 6 – Share capital
ARTICLE 7 – Changes in the share capital
ARTICLE 8 – Form and transfer of shares
ARTICLE 9 – Rights and obligations attached to shares
ARTICLE 10 – Disclosure of holdings exceeding specific thresholds

III – MANAGEMENT OF THE COMPANY
ARTICLE 11 – Membership of the Board of Directors
ARTICLE 11 Bis – Board Advisor
ARTICLE 12 – Meetings of the Board of Directors
ARTICLE 13 – Powers of the Board of Directors
ARTICLE 14 – Remuneration of the Board of Directors

IV – GENERAL MANAGEMENT
ARTICLE 15 – General Management
15.1. Choice between the two methods of General Management organisation
15.2. Chief Executive Officer and Deputy Chief Executive Officers

V – STATUTORY AUDITORS
ARTICLE 16 – Statutory Auditors

VI – GENERAL MEETINGS OF SHAREHOLDERS
ARTICLE 17 – General Meetings
ARTICLE 18 – Ordinary General Meetings
ARTICLE 19 – Extraordinary General Meetings
ARTICLE 20 – Shareholder information

VII – FINANCIAL STATEMENTS – ALLOCATION OF PROFIT
ARTICLE 21 – Financial year
ARTICLE 22 – Financial statements
ARTICLE 23 – Allocation of profit

VIII – WINDING UP AND LIQUIDATION
ARTICLE 24 – Loss of half of the share capital
ARTICLE 25 – Winding up of the Company
ARTICLE 26 – Liquidation of the Company
ARTICLE 27 – Disputes

APPENDIX TO THE ARTICLES OF ASSOCIATION