annual report 2009 bolloré - Page d'accueil - Bolloré · CONTENTS 2 Simpliﬁ ed organisation...

BOLLORÉ

annual report 2009

the strength of a group

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BOLLORÉFrench joint stock compagny (SA) share

Registered offi ceOdet – 29500 Ergué-Gabéric – France055 804 124 RCS Quimper

Head offi ceTour Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex – FranceTel.: +33 (0)1 46 96 44 33Fax: +33 (0)1 46 96 44 22

www.bollore.com

AMF (French Financial Markets

This version of the reference documentthe original in French witch was fi led wMarkets Authority (Autorité des marchApril 30, 2010 in accordance with articregulations. It may be used in support oprovided it is accompanied by a transacthe AMF. This document has been drawbinds its signatories.Historical fi nancial information, specifi cfi nancial statements and the corresponAuditors, shown on pages 81 to 136 ofor the year ended December 31, 2008April 30, 2009 under number D-09-03fi nancial statements and the corresponAuditors, shown on pages 65 to 126 ofor the year ended December 31, 2007on April 30, 2008 under number D-08-by reference in the reference documenDecember 31, 2009.

Designed and produced by:

Photo credits: Bolloré photo library, BolloLogistics, Bolloré Africa Logistics, IER, EuroPininfarina SpA, S. Gladieu, Jorge Batista, Robert/Direct 8, Meriadeck/Direct 8, RickyTentacle – Fotolia.com, Udo Kroener – FotDigital Vision/Getty Images, Evian/BETC Eupar l’Image, X.

The annual report is printed on Imagine Scertifi ed by PEFC (Pan European Forest Co

BOARD OF DIRECTORSAS OF MARCH 25, 2010

Vincent BolloréChairman and Chief Executive Offi cer

Antoine BernheimVice-Chairman

Comte de RibesVice-Chairman

Cédric de BailliencourtVice-Chairman and Chief Executive Offi cer

Gilles AlixRepresentative of Bolloré Participations

Jean AzémaRepresentative of Groupama SA

Cyrille Bolloré

Yannick Bolloré

Hubert Fabri

Denis Kessler

Thierry MarraudRepresentative of Financière V

Jean-Paul Parayre

Georges Pébereau

Olivier Roussel

Michel Roussin

François Thomazeau

chief executive officers

Gilles Alix

Daniel Delva

Jean-Christophe Thiery

financial information

Cédric de BailliencourtChief Financial Offi cerTel.: +33 (0)1 46 96 46 73Fax: +33 (0)1 46 96 48 76

Emmanuel FossorierInvestor RelationsTel.: +33 (0)1 46 96 47 85Fax: +33 (0)1 46 96 42 38

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CONTENTS

2 Simplifi ed organisation chart

3 Profi le of the Group

4 Chairman’s message

6 Key fi gures

9 Investor information

10 The Bolloré Group around the world

12 The Group’s commitments

13 Social and environmental responsibility

16 The Group’s activities

18 International logistics

20 Transportation and logistics in Africa

22 Fuel distribution

23 Dedicated terminals and systems

24 Plastic fi lms – Batteries and supercapacitors, electric vehicles

26 Communication and media

30 Plantations

31 Shareholdings

33 Reference document

2 | Annual report 2009 | Bolloré

SIMPLIFIED ORGANISATION CHART AS OF MARCH 1, 2010 (in percentage of capital ownership)

Société Industrielle et Financière de l’Artois(2)

Nord-Sumatra Investissements Imperial Mediterranean(2)

Compagnie du Cambodge(2)

4.0% 3.8% 3.0% 2.6%

Plastic fi lms, batteries and supercapacitors, electric vehicles

Communication and media

Plantations

Shareholdings

Bolloré Logistics

Bolloré Africa Logistics

Bolloré Énergie

IER – Dedicated terminals and systems

Financière du Perguet (Mediobanca)

financière de l’odet

industry

fuel distribution

other activitiestransportation and logistics

bolloré

99.9%67.1%

Sofi bol(1)

Compagnie du Cambodge(2)

Société Industrielle et Financière de l’Artois(2)

Financière Moncey(2)

Nord-Sumatra Investissements(2)

Imperial Mediterranean(2)

54.3%

14.9% 5.0% 4.9% 1.5% 0.4%

(1) Directly by Sofi bol and its 99.5% subsidiary, Compagnie de Guénolé. Sofi bol is controlled by Vincent Bolloré. (2) Companies of the Rivaud Group, controlled by Bolloré.

Bolloré | Annual report 2009 | 3

PROFILE

The Bolloré Group, founded in 1822, has chosen to strategically diversify over the last twenty-fi ve years in order to achieve a better risk distribution. It is now one of the 500 largest companies in the world. Listed on the Paris Stock Exchange, the majority interest of the Group’s stock is controlled by the Bolloré family. This stable majority control of its capital allows the Group to develop a long-term investment policy.

Thanks to a strategy of constant innovation and a desire for international development, it now holds strong positions in all its operating markets. This has enabled the Group to become the leading world provider of fi lms for capacitors, transportation and logistics in Africa and access-control/identifi cation terminals and systems for air travel. It is also one of the fi ve biggest European transport organisation groups, the second largest French distributor of domestic fuel and the world’s third largest supplier of shrink-wrap fi lms used in packaging.

The Group has also developed an electric battery and supercapacitors offering excellent prospects in the production of clean vehicles and the fi ght against pollution. It has also developed partnerships with a view to producing and marketing an electric car and electric buses.

The Group has been investing in communication and media since the turn of the century and has become a key player in this sector. Today, the Group has interests in Digital Terrestrial Television, free newspapers, cinema and television logistics and telecoms, and has made important investments in the advertising sector.

In addition to these various activities, the Bolloré Group also manages a number of fi nancial assets including plantations, property and a portfolio of other fi nancial interests.

nearly 33,000 employees in 109 countries

turnover of 6,011 million euros

net income of 120 million euros

shareholders’ equity of 3,076 million euros


CHAIRMAN’S MESSAGE

“Our core activities recorded very good

results, with operating profi t reaching

366 million euros, up 16%.”



In 2009 the Bolloré Group’s turnover fell 17% to 6 billion euros, but operating income was up 21% and net profi t rose 84% to 120 million euros. These fi gures demonstrate the Group’s ability to weather crises, thanks to our diversifi ed range of activities and a long-term investment policy.

Our core activities recorded very good results, with operating profi t reaching 366 million euros, up 16%:– Bolloré Logistics came through 2009 strongly in the transport and logistics businesses, where it plays an intermediary role. Thanks to signifi cant acquisitions in recent years, particularly in China, India and the United States, Bolloré Logistics is one of the main players in the organisation of transport and logistics, operating in 90 countries across fi ve continents;– Bolloré Africa Logistics is the leading integrated logistics network in Africa, established in 41 countries. The Group is making signifi cant investments in Africa, primarily in ports. In 2009, we won concessions to operate the container terminals at Pointe-Noire in the Congo and Cotonou in Benin;– Bolloré Énergie, France’s second largest distributor of domestic fuel, has benefi ted strongly from the heavy demand following an extremely harsh winter. Its success has also been founded on the smooth operation of stocking, transportation and trading.

In line with our strategy, a signifi cant portion of the profi ts earned in these sectors is reinvested in new operations (192 million euros of the operating income for 2009):– in electricity storage, 2009 featured the start-up of two battery production plants, in Brittany and Canada, which will gradually be capable of producing tens of thousands of batteries a year. From 2010, the batteries will be used to power the fi rst Bluecar® electric cars, designed and manufactured in conjunction with Pininfarina, and the fi rst Microbus electric buses, developed in conjunction with Gruau;– the media section has profi ted from a sharp increase in viewer fi gures of the Direct 8 television network (which climbed to 1.9% of the total French audience at the end of 2009) and the free newspapers Direct Matin Plus, Direct Soir and Direct Sport. Their advertising revenues, which reached 45 million euros in 2009, almost doubled the fi gures for the previous year. Developments in France’s national digital terrestrial service, TNT (Télé-vision Numérique Terrestre), should continue in 2010 with Direct Azur, a local television network project in the South of France and acquisition of the Virgin 17 network;– in the telecommunications sector, the Group now boasts national coverage across France, following the purchase, subject to condition precedent, of two supplementary WiMax regional licences. We are actively monitoring the tests of our pilot sites and the equipment proposed by the constructors;– fi nally, IER is continuing its investments in access control, security and traceability, and is set to benefi t in 2010 from efforts invested and the commercial successes achieved at the start of the year.

Investments in the advertising sector (Havas, Aegis) have also weathered 2009 well and are making a positive contribution to the Group’s results. The Havas Group’s net profi t, for instance, reached 92 million euros, equivalent to the fi gure for the previous year if you exclude appreciation in 2008, whilst Aegis turned in 63 million pounds.

Over the 188 years since its foundation, the Group has successfully developed and adapted itself to change. We now have a strong foothold in sectors with attractive earning potential: electricity storage, security, media, transport and logistics in Africa, energy distribution…

Thanks to the diversity of our operations and healthy fi nancial structure, we are confi dent here at the Bolloré Group of our ability to turn in excellent results and continue with our long-term development strategy.

Vincent Bolloré


Media, Telecoms, Plantations, Holdings / 115

Fuel distribution / 1,686

Industry / 178

Transportation and logistics / 4,03267%

2%

3%

28%

Total 6,011

2009 turnover by contributing activity (in millions of euros)

KEY FIGURES

2007 2007

6,286

112

7,216

143

2008 2008

6,011

174

2009 20092006 2006

5,871 125

change in turnover(1) (in millions of euros)

change in operating income(1) (in millions of euros)

(1) Restatements on the Papers business, disposed of in 2009.


Transportation and logistics / 28,181

Media, Telecoms, Plantations, Holdings / 2,406

Industry / 1,466

85%

7%

5%

Fuel distribution / 9573%

Total 33,010

employees by activity as of 31 december, 2009

Asia-Oceania / 358

The Americas / 230

Africa / 1,606

Europe / 975

Total 6,011

France and French overseas departments and territories /2,84247%

4%

6%

16%

27%

2009 turnover by geographical area(in millions of euros)


KEY FIGURES

income statement(in millions of euros) 2009 2008 2007(1)

Turnover 6,011 7,216 6,399

Operating income 174 143 105

Net fi nancial income (36) 124 288

Share in net income of affi liated companies 72 (125) 39

Taxes (79) (57) (84)

Overall net income 120 66 348

of which Group share 94 50 322

consolidated operating income(by business, in millions of euros) 2009 2008 2007(1)

Transportation and logistics 317 297 251

Fuel distribution 49 18 26

Industry (104) (80) (50)

Media, Telecoms, Plantations, Holdings (88) (92) (122)

Total 174 143 105

balance sheet(in millions of euros) 12/31/2009 12/31/2008 12/31/2007(1)

Shareholders’ equity 3,076 2,470 3,515

Shareholders’ equity, Group share 2,844 2,295 3,269

Net indebtedness 1,317 1,398 1,301

(1) Figures published in 2007 includes the Papers business.


changes in the share price of bolloré (in euros, monthly average)

2004 2005 2006 2007 2008 2009 201020

40

60

80

100

120

140

160

180

SBF 250 indexedBolloré

Performance over six years

+148%

+13%

INVESTOR INFORMATION

bolloré 2009 2008 2007

Share price as of December 31 (in euros) 114.95 85.00 137.81

Number of shares as of December 31 24,701,151 24,701,151 24,701,151

Market capitalisation as of December 31 (in millions of euros) 2,839 2,100 3,404

Number of shares, issued and potential(1) 22,537,076 22,578,402 23,572,279

Diluted Group net income per share (in euros) 4.40 2.30 14.30

Net dividend per share (in euros) 1.30 1.10 1.10

(1) Excluding treasury shares.

bolloré shareholders (as of December 31, 2009)

Bolloré Group80.48%

Public19.52%


THE BOLLORÉ GROUP AROUND THE WORLD

Industry: Plastic fi lms 3 factories in Europe and the United States.

Dedicated terminals and systems 19 sites around the world.

Batteries and supercapacitors, electric vehicles 3 factories in France and Canada.

Transportation and logistics 520 agencies in 90 countries.

Fuel distribution 80 sales agencies in 3 European countries.

Communication and media Television (Direct 8), newspapers (Direct Soir, Direct Matin Plus), advertising (shareholdings in Havas and Aegis).

Plantations 8,600 hectares in Cameroon, 3 farms in the United States, 2 vineyard estates in France.

33,000 people in 109 countries

Industry

Transportation and logistics

Fuel distribution


Plantations


With a presence on every continent, the Bolloré Group is involved in a very diverse range of activities. It has become a major player in the development of high technology products, refl ecting the rise in importance of environmental considerations. Its “sustainable strategy” is based on common values across all of its activities, as contained in its Code of Ethics.

The Group has undertaken to carry out its business in an economically, socially and environmentally responsible manner.

It undertakes to reconcile, on a daily basis, its economic performance with its social function and protection of the environment.

professionalismThe Group undertakes to offer each of its customers,

either directly or indirectly, the products, solutions and services they expect at the lowest possible cost.

It is a forward-looking Group, always striving for excel-lence, with improvement and optimisation the main driving forces guiding its daily actions at all levels.

With its entrepreneurial and innovative activities based on a policy of long-term investment, the Group has been able to secure leading positions in its selected markets.

respect for the individualThe Group undertakes to carry out its activities on

the basis of a profound respect for human rights.

In particular, it respects the values, politics and culture of each territory in which it is based. It considers diversity as something to be valued and a springboard for success. It therefore promises to respect diversity in all its forms.

The Group ensures, on a daily basis, that it gives equal opportunities to every man or woman of any ethnic origin, nationality, religion or culture when it comes to recruitment, employment, development and promotion.

protection of the environmentThe Group undertakes to carry out its activities while

paying special attention to the protection of the natu-ral environment and biodiversity.

Keen to reduce the environmental impact of its activities, the Bolloré Group is always looking to improve the quality of the goods and services it offers so as to make a real contri-bution to the protection of natural resources in accordance with existing regulations and standards.

As a result, for some years now, the Group has been investing in the production and sale of innovative, environ-mentally sustainable products. With its commercial strategy centred around the development of cutting-edge products, the Group is adopting the solutions of tomorrow in order to secure the sustainability of scarce natural resources and pro-tect the quality of life.

THE GROUP’S COMMITMENTS


SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

The Group’s sustainable development policy refl ects the diversity of its activities and is centred around three main areas.

• Managing its operations responsibly

This essentially means managing risks and requires the provision of training and career development arrangements tailored to Group staff and to business requirements.

• Developing its traditional products

• Innovating in new areas and conquering new markets

The Group is looking to develop innovative products and services in order to gain a foothold in new markets that meet sustainable development criteria.

This has also led to discussions with divisional directors, offering an insight into their understanding of the company’s responsibility to society in relation to their activities and thereby making it possible to define the sustainable development issues specifi c to their businesses.

Extract from the document entitled “Bolloré Group’s Sustainable Development Strategy”

The Brundtland Report (World Commission on Environ-ment & Development, 1987) defi nes sustainable devel-opment as being “development that meets the needs of the present without compromising the ability of future generations to meet their own needs”.

“Sustainable development is something that affects everyone in society, and business also has its part to play. Its commitment is essential if a fairer and more responsible society is to be created.

The diversity of the Bolloré Group’s activities gives it the opportunity to create synergies and ensure that sustainable development is an added value as far as its economic growth is concerned.”


Seven strategic issues have been identifi ed and refl ected in action plans specifi c to each division.

1. Sharing the same business ethics

Sharing ethical principles and the values associated with them is the best way of assessing whether the activities of the Bolloré Group are being developed sustainably.

Designed to respect differing cultures, our codes of con-duct apply to all of our staff and guarantee the reputation of our subsidiaries around the world.

The Group is strengthening its commitment and ensuring it has all of the means necessary to establish an effective and coherent code of ethics in order to communicate clear rules of conduct to all, particularly where meeting these ethical standards may raise questions.

2. Guaranteeing the safety and employability of staff

The safety of its staff is an absolute prerequisite for the Group when it comes to exercising its corporate responsibility.

This responsibility refers primarily to working conditions at production sites throughout the world. In France, like else-where, we are endeavouring to apply standards that are higher than applicable legislative standards.

Increasing staff employability is another key issue with respect to which the Group has set itself a number of objectives (such as mobility within Africa, training semi-nars, etc.).

3. Managing and reducing risks

To run our businesses responsibly we must, above all else, manage the risks that are associated with them.

The mapping completed in 2008 has enabled us to iden-tify risks that are a priority for the Group as a whole. It has also helped us improve the management of operational risks by allowing consolidation of the risk management system while still accounting for the diversity of our activities.

Introducing action plans or improving existing ones on the basis of this risk analysis turns what may have appeared to hinder the technological and economic development of the Group’s businesses into an opportunity.

4. Optimising products and services

As a responsible Group, Bolloré tries to limit the environmental impact of its activities.

This desire also meets the requirements of customers, who have gradually realised the importance of considering the future environmental impacts of products right at the design stage.

The Group is currently looking not only at the environ-mental impacts of traditional products and services supplied by it, but also at the purchasing of goods and the services carried out by its suppliers.

SOCIAL AND ENVIRONMENTAL RESPONSIBILITY


5. Innovating in order to develop new products and services

Innovation has always been an essential element of the Group’s culture.

What we need to do is focus our research on developing products and services capable of addressing environmental and societal concerns.

6. Building synergies within the Group

Our wealth lies in the diversity of our activities and our entrepreneurial spirit.

We are convinced that building synergies between the Group’s various businesses will allow our activities to develop.

7. Getting involved in and contributing to local development in partnership with the local community

As far as our Group is concerned, being socially responsible means working hard to provide support in partnership with local communities.

In line with its commitments and its long-term strategy, the Bolloré Group has been a member of Global Compact since 2003 and has undertaken to promote its basic principles.

As one of the world’s leading economic players, it has adopted a voluntarist policy in relation to access to educa-tion and training, access to healthcare and protection of the environment.

This is essentially refl ected in the establishing of long-term partnerships in areas associated with its activities or its values, developing synergies with local players in territories in which it is based.

The actions taken in these areas are testament to the Group’s commitment to protecting basic human rights.


Freight forwarding and International logisticsNumber one in France for air freight forwarding and one of the fi ve leading groups in Europe for transport logistics.

Transportation and logistics in AfricaA leading player worldwide in transportation and logistics in Africa.

Fuel distributionSecond largest French distributor of domestic fuel.

Dedicated terminals and systemsWorld leader in terminals and access control and identifi cation systems for air travel.

THE GROUP’S ACTIVITIES


Plastic fi lmsThe world’s leading producer of films for capacitors and the world’s third largest producer of shrink-wrap fi lms used in packaging.

Batteries and supercapacitors, electric vehicles


Plantations – Shareholdings

(Company sources)


With a network of 520 agencies in 90 different countries, Bolloré Logistics is one of Europe’s fi ve largest groups in transport logistics. With a presence in the world’s major economic hubs, it is involved in all aspects of logistical operations: freight charters by air, sea and land, warehousing and distribution, industrial logistics, port operations, safety and quality control. For several years, it has been making targeted acquisitions to supplement its global network, such as recently the acquisition of Europacifi c Forwarding, an Australian company present in the Oceania-Pacifi c region, in 2009.

INTERNATIONAL LOGISTICS

Turnover 2,251 million euros

Investments 19 million euros

Volumes handled Air 420,000 tonnes | Sea 580,000 containers

Technical resources Depots 550,000 m2 | 1,500 machinery/lorries

Presence 90 countries | 520 agencies

Employees as of 12/31/2009 9,355

a worldwide networkWith its subsidiaries SDV Logistique Internationale and

Saga, the Group is France’s biggest operator and one of Europe’s five largest providers of freight chartering and logistics services.

The Group is able to serve its customers anywhere in the world, having steadily built up a global network with a pres-ence on fi ve continents. To raise the profi le of its network, the division launched the Bolloré Logistics brand at the beginning of 2009 to cover all companies in the network.

Bolloré Logistics now has 300 establishments in the major European countries. At the beginning of 2007, SDV Logis-tique Internationale acquired the JE-Bernard Group, one of the leading British transport logistics groups. With this acquisition, Britain became the Group’s second most impor-tant European country, with a workforce of 500 employees and 10 operating sites, and is helping to increase fl ows to and from Asia and America.

Bolloré Logistics employs 1,800 people in Asia and is growing rapidly, especially in China and Singapore where it has 15 agencies and a staff of more than 800. The acquisi-tion in February 2005 of Air Link, India’s third-largest freight operator, gave the Group an important network in India and several other countries on the Subcontinent, as well as increasing fl ows between Asia and America.

Lastly, the Group has also established a widespread pres-ence in the Americas, with around thirty offi ces in Canada, the United States and South America. It also boasts an unri-valled network in Africa. In 2007, it strengthened its position in the aeronautics and space sector in the United States, which represents a major share of its turnover, through the acquisition of Pro-Service.

In 2009, Bolloré Logistics continued to expand its net-work by opening new agencies, particularly in China and the Middle East. It also acquired Europacifi c Forwarding, an Australian transport logistics company based in Brisbane, opening up new flows to the Oceania-Pacific region. In 2008, in partnership with Bolloré Africa Logistics, it also acquired SAEL, one of the leading players in the freight char-tering industry in South Africa, enabling it to increase its fl ows between Europe and Africa.

a complete transport chainEstablished on five of the world’s continents, Bolloré

Logistics meets its customers’ requirements right along the logistics chain. With leading airlines as partners, the Group’s companies offer a direct presence at major international airports and provide general cargo services or aircraft char-tering. Bolloré companies are also to be found in all of the


world’s major ports, providing a complete sea transporta-tion service, from traditional container carriage, full grouped container-loads and general cargo to specialised freight, and from small packages to outsize items. The Group’s various air and sea freight centres also have a range of special equip-ment to cater for all of its customers’ surface transport requirements.

an increasing range of logistics servicesBolloré Logistics is rapidly developing its logistics opera-

tions and operates logistics platforms with advanced technical equipment offering a wide range of services: identifi cation, labelling, packaging, order preparation and redistribution. Software makes it possible to provide all of the information that customers require, in real time. For example, the Group’s Singapore platform, specialising in cosmetic and pharmaceutical products, enables it to centralise product streams before they are packaged and redistributed through-out Asia.

As a certifi ed customs agent, the Group can also offer its customers advisory and support services in applying customs procedures. Bolloré Logistics is the fi rst to have been given OEA (opérateur économique agréé or approved economic operator) status in France, giving it greater transport freedom.

services tailored to meet the new safety and security standards

Bolloré Logistics has responded to growing safety and security requirements for air and sea freight by taking wide-ranging steps to apply the new regulations concerning merchandise, facilities and staff training. All of the Group’s storage facilities now comply with the new safety and secu-rity standards. For example, controlled-temperature ware-houses (for perishable produce) installed in airports comply with the strictest security rules.

Bolloré Logistics therefore works directly with the US authorities, on behalf of its customers, to handle all compul-sory formalities with regard to the entry of merchandise into American territory.

Lastly, Bolloré Logistics has set up teams that are dedi-cated to sustainable development and are responsible for selecting “clean” suppliers, storage facilities with gas heat-ing and air conditioning without CO2 emissions, certifying compliance with labour conditions in the various countries, particularly in Asia.


With 200 agencies and nearly 20,000 employees in 41 countries, the Group has had a presence in Africa for over fi fty years and boasts the largest stevedoring and logistics network there. It makes the majority of its annual investment on this continent, where it is a key player in economic and social development. To increase the profi le of this network, the Group launched the Bolloré Africa Logistics brand, thereby combining the various signs used by the division.

TRANSPORTATION AND LOGISTICS IN AFRICA



Volumes handled Wood 1,450,000 m3 |

Cocoa/coffee 720,000 tonnes | Cotton 439,000 tonnes

Technical resources (maintenance and transit)

Vehicles/trailers 8,800 | Offi ces/warehouses 1,700,000 m2 |

Platforms 5,000,000 m2

For many years now, the Group has opted for a presence in Africa and to develop its operations in this region. Major investment in recent years has given it signifi cant infl uence in regions where it previously had less of a presence, particularly in Southern and Eastern Africa. In 2008, Bolloré Africa Logistics acquired White Horse, a benchmark road haulage fi rm in the Copper Belt corridor, and the company SAEL, a major freight chartering firm in South Africa, enabling it to strengthen its position considerably in this region.

As the leading transport and logistics network in Africa, Bolloré Africa Logistics is pursuing a strategy of partnership with this continent, supporting its development.

ports, stevedoring, shipping agenciesBolloré Africa Logistics is the leading player in the steve-

doring business in Africa, with almost 9,000 lorries and trail-ers as well as more than 6,500,000 m2 of warehouse space and offi ces equipped with advanced computer systems. Port operations offered to ship-owners start with unloading at the quayside and go all the way to fi nal delivery to the end

customer. Every year, the Group invests in new cranes and installations to strengthen its stevedoring capacity and to offer its ship-owners an improved service.

For a number of years, Bolloré Africa Logistics has been actively involved in port privatisation partnerships in Africa. It now operates container terminals at Abidjan in Côte d’Ivoire, Douala in Cameroon, Tema in Ghana, Lagos-Tin Can in Nigeria and Libreville-Owendo in Gabon, and, at the end of 2008, was given a twenty-seven year franchise for the container terminal at Pointe-Noire in Congo, in order to make it the leading transhipment hub for high-capacity ships. Continuing its development strategy in African ports, Bolloré Africa Logistics acquired, in August 2009, the fran-chise for the Cotonou container terminal in Benin for a twenty-fi ve year period. Lastly, in 2009, it also recovered its stevedoring activities in Togo.

With a network of 200 agencies, Bolloré Africa Logistics acts as a shipping agent in many African ports, supplying freight services and organising transhipment on behalf of international shipping companies.


Bolloré Africa Logistics is also continuing to develop its inland container depots, actual platforms which ease the burden on sea ports and are located at the end of the corridors. Since 2007, it has been managing, in particular, the inland container ports in Mombasa in Kenya and in Dar es Salaam in Tanzania. It is also strengthening its position in various other corridors on the continent and is hoping to revitalise the corridor from Abidjan to its hinterland.

transit and logisticsBolloré Africa Logistics sees to all the administrative and

customs-related paperwork for its customers, both before and after sea or air transport, for both imports and exports, and then takes care of forwarding the merchandise to its fi nal destination by road or rail.

It has numerous warehouses for storing imports and exported raw materials (coffee, cocoa and cotton) and is able to rely on a network of well-established agencies in countries within Africa.

Bolloré Africa Logistics operates two railways in Africa which, along with road transport, are both a means of con-tact for remote areas in the continent’s interior and an essential link in the Group’s transportation and logistics chain. It runs the Cameroon network Camrail as well as Sitarail, the railway linking Côte d’Ivoire with Burkina Faso.

Bolloré Africa Logistics has also developed an expertise in delivering equipment and consumables to oil platforms in the gulf of Guinea and has developed renowned know-how in the logistics of African mining projects.

It also participates in many industrial projects across the entire continent on behalf of numerous international customers.

Presence 41 countries | 200 agencies

Employees as of 12/31/2009 18,826


The Bolloré Group is the second largest French distributor of domestic fuel, with a market share of around 9%. It is also a major player in oil logistics, chiefl y through the Donges-Melun-Metz (DMM) oil pipeline which it operates.

FUEL DISTRIBUTION



Volumes sold 3,100,000 m3

Stocks owned 1,345,510 m3

Technical resources 79 agencies | 56 service stations | 324 lorries

Employees as of 12/31/2009 957

distribution of oil productsThe Fuel distribution division in France now boasts a

network of 69 agencies distributing domestic oil and other oil-based products to over 400,000 household and busi-ness customers. Retail distribution, supplying households, farmers, apartment blocks and public offi ces, amounts approximately 1,100,000 m3, with the trade operation, supplying customers from the transportation sector and resellers/retailers, amounting nearly 2,000,000 m3. Further-more, Bolloré Énergie is expanding its technical services to customers to include boiler maintenance, air conditioning, subscription heating services, heat pumps, etc.

Outside France, the Group distributes the same products under the Calpam brand in Germany (eight agencies), where it also operates a network of 56 service stations and has a bunkering business at the port of Hamburg.

After acquiring Charbons Maulois in 2008, the Group continued to expand its network in 2009 through the acqui-sition of eight small businesses.

fuel logisticsThe Group is also a major player in oil-product logistics.

SFDM, in which Bolloré Énergie has a 95% interest (following the acquisition of a further 5% at the end of 2008), operates the Donges-Melun-Metz (DMM) oil pipeline as well as the depots at Donges, La Ferté, Vatry and Saint-Baussant, which have a combined storage capacity of 845,000 m3. The DMM oil pipeline crosses France from west to east over a distance of 634 km, and has a fl ow capacity of 3,200,000 m3.

Bolloré Énergie also operates in Switzerland, where its subsidiary CICA imports, distributes and bunkers oil prod-ucts in Geneva, Zurich and Basle, where she holds many depots and two agencies.

Lastly, Bolloré Énergie holds a 20% stake in Dépôts Pétro-liers de Lorient (DPL), which has a storage capacity of 145,000 m3, and the depots in La Rochelle (180,000 m3).


IER is the world leader in supplying major transportation networks with ticket machines and terminals and with boarding control equipment for secure, automated processing of passenger and baggage fl ows. IER is also the leading provider of automatic identifi cation solutions for controlling fl ows and goods for production lines and logistics operators. Its expertise in all aspects of the RFID value chain makes it a major player in the provision of these new solutions. Finally, IER is the world leader in the supply of physical security and access control equipment.

DEDICATED TERMINALS AND SYSTEMS

transport equipmentIER is the world leader in the design, manufacture and

marketing of terminals for controlling and reading tickets for major air, rail and sea travel networks. Responding to the growing demand for more effective passenger reception solutions, IER has developed a comprehensive range of self-service solutions, including multi-company terminals for the air and collection and consultation terminals on the ground. With a huge range of technologies and software in barcode identifi cation, RFID and biometric control, combined with its mobility and communication technologies and software, IER has become a major player offering new mobility solutions for the transport industry.

security and access controlThrough its subsidiary Automatic Systems (AS), IER also

offers a comprehensive range of products for the secure access of pedestrians and vehicles and protection of sensi-tive sites. Owing to its international distribution network, AS is one of the world’s leading suppliers to major security inte-

gration fi rms. Alongside these markets, IER offers customers worldwide a comprehensive range of access-control equip-ment for road tollgates, underground and overground rail networks and airports. With its cutting-edge detection and control technologies, AS achieved further success in 2008 in developing markets such as immigration control and security of high-risk sites.

automatic identification and traceability

IER designs, develops and integrates a number of identi-fi cation, traceability and mobility solutions for those working in logistics, industry and transport. With expertise in barcode, RFID, voice recognition, Wi-Fi and GPRS technologies, IER now sets the benchmark for integration and service. In 2008, it successfully completed the engineering and implementation of major projects in aeronautics and in the distribution sector, demonstrating the real potential of its RFID technologies.

Turnover 112 million euros | of which 52% exported

Investments 1.0 million euros | R&D 8.1 million euros

Sites 2 research and study centres | 6 production centres |

13 service and maintenance centres

Production (in units) 10,767 printers and readers | 746 terminals |

49,308,566 RFID tags | 1,204 pieces of access control equipment for

pedestrians | 5,930 pieces of access control equipment for vehicles



Based on its position as the world leader in fi lms for capacitors and after fi fteen years of research, the Bolloré Group has developed a high-performance lithium metal polymer (LMP) electric battery for electric vehicles, a very signifi cant breakthrough in producing clean vehicles and reducing pollution. It has joined forces with Pininfarina and Gruau to manufacture and sell electric cars and buses fi tted with these batteries and supercapacitors.

PLASTIC FILMS – BATTERIES AND SUPERCAPACITORS, ELECTRIC VEHICLES

plastic films for capacitors and packaging

With the ultra-thin technology acquired in the manufac-ture of thin papers, the Bolloré Group has become the world leader in the manufacture of polypropylene fi lm for capaci-tors, electrical components for storing energy. Capacitors are used both in the manufacture of general consumer prod-ucts (electrical household appliances, DIY, air conditioning, etc.) and in infrastructure (such as public lighting, electricity transport, rail transport, etc.). The Group has two factories in Brittany and one production unit in the United States.

It then developed a range of ultra-thin and resistant shrink-wrap packaging fi lms, providing an effective, visually attractive form of protection for packaged products (boxes, books, games, CDs, food products, etc.). The Group is now one of the world’s three largest manufacturers of fi lms for packaging. In its factory at Pen Carn in Brittany, the Group boasts an outstandingly modern facility, with eight bubble machines in a single production hangar. Thanks to an increasingly high-end, biodegradable product range, this business is continuing to develop its international distribu-tion networks, especially in Asia and the United States, with strong growth in more fl exible and stronger crosslinked fi lms.

electric batteriesThe world leader in the manufacture of plastic fi lms for

capacitors for storing energy, the Bolloré Group has devel-oped a high-performance electric battery which enables vehicles to be made 100% electric.

The Batscap company has successfully perfected a lithium metal polymer (LMP) battery that allows an electric vehicle to achieve a range of 250 km (155 miles) and a top speed of 130 km/h (78 mph).

In addition to its factory in Brittany, since 2007, the Group has had industrial production capacity in Canada where it acquired part of the assets of Avestor. Renamed “Bathium”, this company has additional expertise in battery manufacture.

These two factories began industrial-scale production in the second half of 2009.

Plastic fi lms Turnover 64 million euros | of which 73% exported


Products sold 12,959 tonnes


Batteries and supercapacitors, electric vehicles

Investments 8 million euros | R&D 56 million euros

Electric batteries 2 factories in Brittany and Canada | 28,900 m2


Supercapacitors Factory in Brittany | 2,100 m2 |

Capacity 1,000,000 components a year

Bluecar® Maximum speed 130 km/h | Range 250 km |

Batteries 30 kWh


supercapacitorsThe Group has developed a new type of energy storage

component, the supercapacitor, which has numerous appli-cations in the fi eld of transportation: managing the electrical requirements of vehicles, “stop and start” systems developed by manufacturers, use for electric buses and tramways, mild vehicle hybridation.

Using these components in vehicles signifi cantly reduces CO2 and microparticle emissions. The Group, which has a factory enabling it to produce more than a million cells a year, began marketing these supercapacitors in 2009.

electric vehiclesHaving developed a prototype electric vehicle fi tted with

the LMP battery, the Group entered into equal partnership with the Italian group Pininfarina to manufacture and sell a new electric vehicle under the Pininfarina trade mark. Called the “Bluecar®”, this fully electric vehicle, fi tted with the LMP electric battery and supercapacitors developed by the Bolloré Group, was exhibited at the Paris Motor Show and more recently at the Geneva trade fair. The advance order book has already been a great success and fi rst deliveries will be made during 2010.

Finally, Bolloré, which has also teamed up with the French group Gruau, is developing electric buses suitable for urban transportation, which are also fi tted with LMP batteries and supercapacitors designed by the Bolloré Group. The fi rst models will be produced and delivered during 2010.


COMMUNICATION AND MEDIA


Direct 8

Exclusive DTT audience share(1) 2.8%

Exclusive national audience share(1) 1.9%

Monthly coverage(1) 35,076,000

Number of new programme hours per day 7 hours

digital terrestrial television and free press

Since 2005, the Group has achieved signifi cant growth in the television and free press sectors, with the successive launches of the Digital Terrestrial Television channel Direct 8 and the free newspapers Direct Soir and Direct Matin Plus.

Bolloré Média, which has continued its developments in Digital Terrestrial Television in 2010, is completing the acquisition of Virgin 17, a Digital Terrestrial Television music channel owned by the Lagardère Group, making it the fourth largest television company in France. At the same time, CSA granted the Bolloré Group a licence for a local channel in the region of Nice, Menton, Saint-Raphaël, Cannes and Grasse. Given the name “Direct Azur”, this channel will be launched at the end of 2010.

Direct 8Launched in March 2005, this Digital Terrestrial Television

(DTT) channel is now broadcast to 75% of homes that have a television. Direct 8 is continuing its development as a general interest channel offering a wide range of original programmes every day: sport, cinema, series, drama, live music, news,

investigative journalism, discussions, entertainment, politics, lifestyle and society programmes, etc.

With a rapidly growing audience share, which reached 1.9% nationally (2.8% of DTT as a whole) at the end of 2009(1), Direct 8 now has around 35 million viewers a month. The number of advertisers choosing Direct 8 was 450, a rapid increase of 30%.

Direct SoirCreated in June 2006, Direct Soir is the leading free

evening paper. With 450,000 copies distributed throughout France’s major cities, it covers current affairs whilst also devoting a large amount of its copy to leisure activities and culture. The new version of Direct Soir, which combines major names and a partnership with Le Figaro Magazine, and its weekly supplement Direct Sport, have proved a great success.

The Group has been investing in the new business sector of communication and media since the turn of the century. It now has a presence in television, the free press and cinema and television logistics.

(1) Médiamétrie study on the DTT phenomenon on December 2009.


Direct Matin PlusThis second free daily paper was launched in February

2007, in partnership with Le Monde and the regional daily press of the Ville Plus network. More than 450,000 copies of this newspaper, some of whose articles are written by editorial teams at Le Monde and Courrier International, are distributed in the Paris metropolitan area, with over 300,000 further copies distributed via the Ville Plus network in provincial France (Marseille Plus, Lyon Plus, Bordeaux 7, etc.), with the new Nice, Toulouse and Strasbourg editions launched in 2009.

audiovisual logistics and cinemaThe Group owns 18% of Euro Media Group, one of

Europe’s leading audiovisual technical service providers. With a presence in a number of European countries (France, the Netherlands, Belgium, the United Kingdom, Germany, Switzerland, etc.), it offers an extensive range of services: mobile video buses, fi lm sets, market research, postproduc-tion, scenery studios, accessory hire, etc.

In addition, the Bolloré Group runs the Mac-Mahon cin-ema in Paris and owns around 10% of Gaumont, one of Europe’s foremost fi rms in the industry, which owns a third of the EuroPalaces cinema chain and has an extensive cata-logue of feature fi lms.

2009 Circulation

Direct Soir 450,000

Direct Matin Plus and Ville Plus network 750,000


(1) Includes 0.8% stake held by Bolloré Participations.

COMMUNICATION AND MEDIA

Income Havas 1,441 million euros | Aegis Group Plc

1,347 million pounds | CSA 21 million euros |

Harris Interactive 184 million dollars

Telecoms Bolloré Telecom 20 WiMax licences in France |

Wifi rst 100,000 rooms fi tted

advertising and market researchSince 2004, the Bolloré Group has decided to invest in the

advertising and market research sector. It now owns shares in a number of large companies.

The Group owns 32.9% of Havas, the world’s sixth largest communication consultancy group with a presence in adver-tising through agencies such as Euro RSCG, H, Arnold, etc. and media expertise thanks to Havas Media’s global network.

The British group Aegis is one of the leading independent media agency and marketing services groups and is also one of the largest market research companies. With currently a 29.8%(1) holding in Aegis, the Bolloré Group is the main shareholder.

Since the acquisition in 2008 of a further 60% of CSA, the Group owns all of the general survey and market research company CSA, which carries out specifi c market research tailored to the requirements of its customers and is one of the three leading general survey companies in France.

With nearly a 15% share in Harris Interactive, Bolloré is the leading shareholder in this American market research and survey company, which specialises in research via the Internet and has one of the largest sample groups in the market.

As part of its investment in communication and the media, the Group has signifi cantly

expanded its advertising and market research portfolio. It also has a presence in the fi eld

of telecommunications, where it has acquired WiMax licences for the main French regions.

(1) Including 0.8% owned by Bolloré Participations.


telecomsAt the beginning of 2010 Bolloré Telecom acquired, sub-

ject to ARCEP authorisation, two additional regional WiMax licences (an analogue technology for transmitting broad-band data), thereby giving it national coverage. The Group is continuing to test equipment provided by the manufacturers and is starting to set up its WiMax network at a number of pilot sites. Bolloré Telecom has thus set up 200 stations that it exploits using its frequencies.

Moreover, its subsidiary Wifirst, which markets a wireless broadband Internet service, in particular in university halls of residence, is continuing its development with around 100,000 rooms fi tted out, since to the acquisition of the company My IP, early 2010.


PLANTATIONS

In hectares SAFA Cameroun 8,600 | Socfi nal 140,000 |

American farms 3,000 | Vineyard estates 230

Bottles produced 380,000

Employees at SAFA Cameroun as of 12/31/2009 1,575

By virtue of its owning 39% of Socfi nal and 22% of its subsidiary Socfi nasia, Bolloré is a major shareholder in the Socfi nal Group, one of the world’s foremost plantation ope-rators managing nearly 140,000 hectares of plantations.

In Asia, Socfi nal is present in Indonesia, where it owns 90% of Socfi ndo, which manages 48,000 hectares of oil palms and rubber trees, and has also recently begun opera-tions in Cambodia, where it has created 12,000 hectares of rubber tree plantations.

In Africa, it is present in several countries, such as Came-roon, where Socapalm and Ferme Suisse also manage 32,000 hectares of oil palms. In Côte d’Ivoire, the Société des Caoutchoucs de Grand Bereby (SOGB) manages 16,000 hectares of rubber trees and is extending its oil palm plantation by 6,000 hectares. The Socfi nal Group has also replanted 5,000 hectares of palms in the Democratic Republic of Congo.

Finally, continuing its policy of focussing its activity on the production of rubber and palm oil, the Socfi nal Group sold the coffee plantation it owned in Kenya at the beginning of 2010.

The Bolloré Group also has a direct presence in the plantation sector in Cameroon, where its subsidiary SAFA Cameroun operates a plantation of 8,600 hectares of oil palms and rubber trees.

Through Plantations des Terres Rouges, it also owns three farms in the United States, representing nearly 3,000 hectares, including 600 hectares of pine plantations. Cotton, soya, peanuts and corn are the main irrigated crops.

Lastly, the Group also owns and operates two wine-growing estates in southern France in the Côte de Provence appellation region: the area classifi ed Domaine de la Croix and Domaine de la Bastide blanche, covering a total area of 230 hectares, 104 hectares of which with wine-growing rights. Vineyard restoration is continuing, and 70% of vines have now been replanted. The new cellar and the buildings at Domaine de la Croix are now operational.

The Bolloré Group has an involvement in the plantations sector, both directly and through its shareholdings in the Socfi nal Group, which operates a large collection of plantations in Indonesia and in several African countries. It also owns farms in the United States and vineyard estates in the south of France.


SHAREHOLDINGS

Main shareholdings Havas 32.93% | Aegis 29.81% |

Vallourec 5.22%(4) | Socfinal 38.75% | Socfinasia 21.50% |

Harris Interactive 14.79% | Gaumont 9.57% |

Bigben Interactive 10.98%

The Group, which currently owns 5.2% of Vallourec, covered, in 2010, about 60% of this shareholding, at a price of 136 euros, through forward sales payable in securities or in cash and maturing in May 2011. Taking these operations into account, the stock market value of this shareholding was 425 million euros as of April 1, 2010.

The Group also has shareholdings in the advertising and market research sector(1). It owns 32.9% of Havas, the world’s sixth largest communication consultancy group, where it has a seat on the Board of Directors, and of which Vincent Bolloré has been Non-Executive Chairman since 2005. The stock mar-ket value as of April 1, 2010 was 546 million euros.

The Group is the major shareholder in Aegis Group Plc(1), a specialist media marketing and market research company listed on the London Stock Exchange. As of April 1, 2010, the Group had a 29.8% stake in Aegis(2), representing a stock market value of 503 million euros.

The 39% holding in the company Socfinal and the 22% in its subsidiary Socfinasia(3) represented a stock market value of 241 million euros as of April 1, 2010.

The Group also has a holding of nearly 15% in Harris Interactive, the world’s leading interactive market research company and one of the largest survey companies.

During the 2009 fi nancial year, the Bolloré Group acquired a holding of nearly 11% in the company Bigben Interactive, one of Europe’s leaders in the design and distribution of accessories for video game consoles.

Lastly, the Group holds a stake of nearly 10% in Gaumont.The portfolio of listed securities held by the Bolloré Group

on April 1, 2010 was worth over 1.7 billion euros.Bolloré’s parent company, Financière de l’Odet, also holds

a 5% of Mediobanca, uniting the international investors.

While developing each of its operational activities, the Bolloré Group has always sought to maintain industrial capital consisting of assets that could be sold if necessary or could form the basis for new developments.

(1) See page 28, equity affi liates.(2) Including 0.8% owned by Bolloré Participations.(3) See page 30, equity affi liates.(4) As of April 1, 2010.


reference document


CONTENTS

36 1. Persons responsible

36 2. Names of the Statutory Auditors

37 3. Selected fi nancial information

37 4. Risk factors4.1. Risk analysis4.1.1. Interest rate, foreign exchange and raw

materials risks4.1.2. Risks on securities held4.1.3. Political risks4.1.4. Legal risks4.1.5. Insurance – Cover of the risks which

the company might run4.1.6. Risks associated with the business

41 5. Information concerning the issuer5.1. History and development of the company5.2. Investment5.2.1. Financial investment5.2.2. Industrial investment5.2.3. Current investments and fi rm investment

undertakings

43 6. Overview of activities6.1. Main activities6.2. Main markets 6.3. Exceptional events6.4. Any dependency on patents, licences or

commercial or fi nancial industrial contracts6.5. Basis of any declaration by the issuer concerning

its competitive position

49 7. Organisation chart: details of shareholding of Group listed companies

7.1. Brief description of the Group7.2. Principal subsidiaries

50 8. Property, factories and installations8.1. Major tangible fi xed assets and main related

encumbrances8.2. Environmental issues liable to affect the use

of fi xed assets

53 9. Examination of the fi nancial situation and operating income

9.1. Financial situation9.2. Operating income

53 10. Cash and capital10.1. Cash and cash equivalents10.2. Cash fl ows10.3. Gross indebtedness structure10.4. Nature of fi nances10.5. Financial capacity

54 11. Research and development, patents and licences11.1. Research and development11.2. Patents and licences

55 12. Information on trends12.1. Main trends in 200912.2. Main trends this year

56 13. Profi t forecasts or estimates

56 14. Administrative organs and general management14.1. Information on administrative and managing

organs14.1.1. Statutory information and management method14.1.2. Composition of the Board of Directors14.1.3. Family ties among Directors14.1.4. Convictions for fraud, bankruptcy or public

sanctions imposed in the last fi ve years14.2. Confl icts of interest

71 15. Pay and benefi ts of company offi cers15.1. Pay of the Managing Director15.2. Pay of the company offi cers15.3. Options to subscribe for or purchase shares

allotted or exercised during the year15.4. Performance shares15.5. History of the allotment of subscription options15.6. Employment contract, specifi c pensions,

severance pay and non-competition clause

74 16. Functioning of governing and management bodies

16.1. Terms of offi ce of Directors16.2. Information on service contracts binding

members of governing and management bodies to the issuer or to one of its subsidiaries and providing for the granting of benefi ts at the end of such a contract

16.3. Information on the Audit Committee and the Remuneration Committee

16.4. Corporate governance regime16.5. Organisation of the Board’s work, evaluation

of the Board’s operation and working methods and rules on the distribution of Directors’ fees

75 17. Employees17.1. Information on employees17.2. Share purchase subscription options17.2.1. During 2008 and 200917.2.2. In previous years17.3. Shareholdings and stock options of members

of the Board of Directors and managers17.4. Summary of the operations mentioned in

article L. 621-18-2 of the French Monetary and Financial Code (operations relating to securities of the members of the Board of Directors carried out during the year ended December 31, 2009)

17.5. Employee ownership of the company’s capital

83 18. Principal shareholders18.1. Information on the shareholding as of March 1,

201018.2. Voting rights18.3. Supervision to which the issuer is subject18.4. Agreements that may result in a change

of control


84 19. Transactions with related companies

84 20. Financial details of the issuer’s assets and liabilities, fi nancial situation and operating income

20.1. Information included by reference20.2. Pro forma fi nancial information20.3. Consolidated fi nancial statements

as of December 31, 200920.4. Annual fi nancial statements as of December 31,

200920.5. Date of the latest fi nancial report20.6. Interim and other fi nancial information20.7. Dividend distribution policy20.7.1. Distribution of dividends for the past three

fi nancial years20.7.2. Appropriation of income for the period20.7.3. Prescription for dividends20.8. Court proceedings20.9. Signifi cant change in the fi nancial

or commercial situation20.10. Acquisitions of direct shareholdings

and controlling interests20.10.1. Acquisitions of direct shareholdings20.10.2. Acquisitions of controlling interests20.11. Details of payment terms

173 21. Additional information21.0. Debt securities other than share equivalents21.1. Share capital21.1.1.a. Amount of share capital21.1.1.b. Amount of potential capital21.1.2. Number, book value and nominal value of

shares held by the company itself or on its behalf by its subsidiaries

21.1.3. Amount of convertible securities, exchangeable securities or securities provided with equity warrants with details of conversion, exchange or subscription terms

21.1.4. Information on the conditions governing any right of acquisition and/or any obligation attached to capital subscribed for, but not paid up, or on any undertaking aimed at increasing capital

21.1.5. Information on share purchase or subscription options

21.1.6. Background of the share capital for the period covered by the historical fi nancial information highlighting any change

21.1.7. Delegations made by the shareholders’ meeting to the Board of Directors in relation to capital increases

21.1.8. Agreements signed by the company modifi ed or terminating in the event of change of control

21.2. Incorporating instruments and articles of association

21.2.1. Corporate purpose (article 2 of the articles of association)

21.2.2. Summary of the provisions set out in the articles of association, the charter and the internal rules concerning members of governing and management bodies

21.2.3. Rights, privileges and restrictions attached to shares

21.2.4. Action to be taken to modify shareholder rights21.2.5. Convening of Meetings and conditions for

admission21.2.6. Provisions in the articles of association, charter

or rules that may delay, defer or prevent a change of control

21.2.7. Provisions of the incorporating instrument, charter or rules fi xing the threshold above which any shareholding must be disclosed

21.2.8. Conditions in the articles of association governing changes of capital

177 22. Sizeable contracts

177 23. Information provided by third parties, valuers’/experts’ declarations, and declarations of interest

177 24. Documents on public record

177 25. Information on shareholdings

179 ANNEXES180 Table of correspondence between the management

report and the Bolloré reference document

181 Table of concordance between the reference document and the annual fi nancial report

182 Chairman’s report on the composition of the Board and the conditions for the preparation and organisation of its work, and on the internal control and risk management procedures implemented by the company

187 Statutory Auditors’ report prepared in accordance with article L. 225-235 of the French Commercial Code (Code de Commerce) on the report of the Chairman of the Board of Directors

188 Statutory Auditors’ special report on regulated agreements and commitments with related parties

189 Resolutions to be presented to the Ordinary General Meeting of June 10, 2010

190 Report by the Board of Directors to the Extraordinary General Meeting of June 10, 2010

191 Resolutions to be presented to the Extraordinary General Meeting of June 10, 2010

192 Special Statutory Auditors’ report on the free allotment of existing or new shares to employees and offi cers of the company

193 Report by the Board of Directors to the Special Meeting of June 10, 2010

194 Resolutions to be presented to the Special Meeting of June 10, 2010

195 Yearly disclosure document


1. PERSONS RESPONSIBLE

officer responsible for the reference documentVincent Bolloré, Chairman and Chief Executive Offi cer.

certification given by the officer responsible for the reference document“Having taken all reasonable steps to verify it, I certify that the information contained in the present reference document is accurate to the best of my knowledge and that no material information has been omitted therefrom.I certify, to the best of my knowledge, that the accounts have been drawn up in accordance with applicable accounting standards and provide a true picture of the assets, the fi nancial situation and the income of the company and all of the companies in the Group, and that the management report included on the present reference document as precised on page 180, gives a true picture of the development of the business, the income and the fi nancial situation of the company and of all of the companies in the Group and a description of the main risks and uncertainties faced.I have obtained from the Statutory Auditors of the accounts a completion letter in which they state that they have verifi ed the information concerning the fi nancial situation and accounts given in the present prospectus, and have read the whole prospectus.The consolidated fi nancial statements for the year ending December 31, 2009 as presented in this document are also the subject of a report by the Statutory Auditors (see page 150), which highlights the changes in accounting rules and methods described in paragraph 1 “New standards applicable as of 2009”, in note 1 – B.3 ’Changes in standards‘ annexed to the fi nancial statements.”

April 30, 2010Vincent Bolloré

2. NAMES OF THE STATUTORY AUDITORS

regular statutory auditorsConstantin Associés114, rue Marius-Aufan92300 Levallois-Perret – France

Represented by Thierry Quéron

First appointed: Extraordinary General Meeting of June 28, 1990.Renewals: Ordinary General Meetings of June 12, 1996, June 6, 2002 and June 5, 2008.Term of offi ce expiring at the end of the Meeting approving the fi nancial state-ments for the year ended December 31, 2013.

AEG Finances100, rue de Courcelles75017 Paris – France

Represented by Philippe Bailly

First appointed: Ordinary General Meeting of June 5, 2007.Term of offi ce expiring at the end of the Meeting approving the fi nancial state-ments for the year ended December 31, 2012.

alternate statutory auditorsBenoît Pimont114, rue Marius-Aufan92300 Levallois-Perret – France


Auditeurs & Conseils Associés33, rue Daru75008 Paris – France

Represented by François Mahé



3. SELECTED FINANCIAL INFORMATION

income statement

(in millions of euros) 2009 2008

Turnover 6,011 7,216

Operating income 174 143

Net fi nancial income (36) 124

Share in net income of affi liated companies 72 (125)

Taxes (79) (57)

Overall net income 120 66

Of which Group share 94 50

consolidated operating income

(by business, in millions of euros) 2009 2008

Transportation and logistics 317 298

Fuel distribution 49 18

Industry (104) (80)

Media, Telecoms, Plantations, Holdings (88) (93)

Total 174 143

balance sheet

(in millions of euros) As of 12/31/2009 As of 12/31/2008

Shareholders’ equity 3,076 2,470

Shareholders’ equity, Group share 2,844 2,295

Net indebtedness 1,317 1,398

4. RISK FACTORS

4.1. risk analysis

4.1.1. interest rate, foreign exchange and raw materials risksAn analysis of these risks is provided in notes 21 and 36 to the consolidated fi nancial statements (20.3).

4.1.2. risks on securities heldNote 9 of the notes to the consolidated fi nancial statements (20.3) gives details of securities not consolidated, including those (held directly and indi rectly) in Omnium Bolloré, Financière V and Sofi bol, intermediate holding companies controlled by the Group (see “Detailed ownership breakdown”, page 49). The securities of these unlisted companies, the value of which depends on the valu-ation of Bolloré and Financière de l’Odet securities, are not very liquid. Taking into account the considerable implicit capital gains as of the period’s end, the Group does not regard these shareholdings as involving a particular risk.

An analysis of the sensitivity of fi nancial statements to changes in share prices is provided in note 36 to the consolidated fi nancial statements (20.3).

4.1.3. political risksThe Group has operated in Africa for many decades. Its experience and its presence in practically every country in Africa enable it to spread its exposure to risk more effectively. In this respect, all of the Group’s African companies are insured by ACS in respect of any “fi nancial loss” covering political and commer-cial risks up to 30 million euros for any one claim and 75 million euros a year and are reinsured with Sorebol, the Group’s internal reinsurance company. This valuation is consistent with the Group’s needs and the risks looked at in consultation with its agents and possibly resulting from the following in particular:

confi scation, expropriation, nationalisation; •

withdrawal of authorisation; •

non-renewal by granting authorities of their concession or licensing agree- •

ments;inconvertibility/non-transfer of all fi nancial fl ows, particularly dividends; •

public disorder, malicious action, war, civil war, strike, riot, terrorism. •


4.1.4. legal risks

Risks associated with regulations and changes therein

In carrying out its activities, the Group is not subject to any legislation or regulations that might give rise to any specifi c risks.

Risks associated with disputes

The business activities of the Group’s companies are not subject to any specifi c dependency.A collision occurred on December 14, 2002 between the MV/Kariba, belonging to OTAL Investments Limited, and the MV/Tricolor. Proceedings are still ongoing. The consequences of this accident, which are assessed at several tens of millions of euros, are covered by our insurance policies.Bolloré (the company which was merged into our company during 2006) was fi ned by the European Commission for participating in a cartel in the carbonless paper market from 1992 to 1995. Its subsidiary operating in this market, Copigraph SA, was sold in November 1998 to Arjo Wiggins Apleton. Bolloré appealed against this decision on April 11, 2002 before the Luxemburg Court of First Instance, among other things alleging irregularities in the proceedings that led to the fine being imposed. By decision of April 26, 2007, while acknowledging that complaints were communicated such that Bolloré was unaware of the complaint regarding its direct involvement in the offence and even of the facts used by the Commission in its decision to support this complaint, as a result of which Bolloré was not properly able to defend itself in the administrative proceedings, the Luxembourg Court of First Instance nevertheless dismissed Bolloré’s appeal.Bolloré, which paid 22.7 million euros in fi nes and 5.7 million euros in interest, appealed against this judgment on July 11, 2007 before the Court of Justice of the European Communities, in particular for breach of its rights of defence, breach of the principle of the presumption of innocence and misrepresentation of the evidence.The Court of Justice of the European Communities was of the opinion that the Court of First Instance had made a legal error in drawing no legal consequence from its decision that the rights of defence of Bolloré SA had not been met and, by judgment of September 3, 2009, annulled the initial decision of the Commission in relation to Bolloré SA.Following this annulment, the Commission, on December 16, 2009, sent a new statement of complaint to Bolloré SA.In November 2009, the company SDV LI received a summons to appear before the Federal Court of the District of New York (United States) in a class action against about sixty forwarding agents for alleged fi xing of prices for services provided.At this stage in the proceedings, the applicants have not put any value on the loss they claim to have suffered. SDV LI, for its part, intends to defend itself vehemently against the complaints made against it.There are no other governmental, judicial or arbitrational proceedings, including any proceedings of which the company is aware, which are pending or being threatened and are likely to have, or have had over the course of the last twelve months, a signifi cant effect on the fi nancial situation or profi tability of the company and/or the Group.

4.1.5. insurance – cover of the risks which the company might runIn 2005, the Group introduced a “risk mapping” policy which was subsequently extended to cover all of its activities, the main objectives being:

to identify the major risks that could affect its divisions’ operations; •

to initiate/improve the Group’s processes so as to reduce and/or eliminate the •

impact of these risks;to analyse the adequacy of the Group’s insurance strategy and its purchasing •

of capacity and guarantees;to enhance refl ection on the Group’s options regarding the transferring of •

risks to the insurance and reinsurance market, and/or the use of self-insur-ance;to strengthen the arrangements for crisis management and emergency •

communication. With risk mapping having been completed, the Group decided to progress from project mode to process mode by installing a soft-ware package enabling it to monitor action plans and regularly update risks.

The Group has also begun a snap-inspection campaign at its main sites, particularly in Africa.The Group’s insurance strategy is primarily aimed at enabling the activities of its various companies to continue in the event of any incident, the strategy being based on:

internal prevention and protection procedures; •

transfer of risks to the insurance and reassurance market by using the struc- •

tures of international insurance programmes, regardless of the branch of activity and/or the geographic area.

The Group is covered in all its areas of activity against the consequences of such events as are liable to affect its industrial, storage, rail or port terminal installa-tions.The Group also has civil liability cover for all its land, sea and air activities, as well as cover for its operational risks.

Industrial risks

The operating sites for the Group’s industrial activities as well as the storage/warehousing sites are guaranteed by the damage insurance programmes up to the amount of the estimated value of the insured goods. The Group’s industrial companies are covered for “Operating loss” for up to 100% of their annual gross margin.

Civil liability risks

The civil liability that may be incurred by any company in the Group due to its activities, in particular general civil liability, civil liability due to products and the forwarding agent/freight agent/packer’s civil liability is insured in all areas where these activities are carried out:

by type of activity, since each division in the Group benefi ts from, and takes •

out, its own cover;by an excess insurance capacity that covers all the companies in the Group •

and in case of any insuffi ciency in the above policies.In view of its companies’ various activities, the Group’s exposure requires it to have a set of civil liability policies.The Group also has an Environmental Damage Civil Liability policy.Insurance policies are taken out with leading international insurers and rein-surers, and the maximum cover in effect is in accordance with that which is available on the market and according to the risk exposure of the Group’s companies.

Other risks, mainly as regards labour

After analysis of each of its businesses, the Group foresees no signifi cant diffi culties in this regard for the coming year.

4.1.6 risks associated with the businessSeveral factors unique to the Bolloré Group and its strategy, such as the diver-sifi cation of its activities and its geographical sites, limit the risks to which the Group is exposed. In addition, the stability of its shareholders enables it to pursue a long-term investment policy guaranteeing its survival despite the vagaries of the global markets.The Bolloré Group, which carries out various activities in very diverse sectors, has a presence in every continent in the world. Its numerous customers are therefore companies of different origins operating in very different fi elds, which greatly reduces the overall level of risk.In Transportation and logistics (62% of turnover), its main customers are ship-ping companies operating in a very wide variety of sectors. Its largest customer represents less than 3% of the Group’s turnover. Furthermore, the fact that these shipping companies are also suppliers of the Group when it comes to freight forwarding for comparable amounts guarantees the stability of this clientele. The business is therefore not dependent on any particular customers or sectors.The Group makes over 70% of its turnover in the freight forwarding and fuel distribution businesses, where it mainly acts as a intermediary. Its profi tability is only exposed to a limited extent to phenomena such as the decline in global trade or signifi cant fl uctuations in the prices of oil products.Freight forwarding may, in the event of a decline in global trade which would lead to a fall in prices for its own services, acquire much better conditions from its suppliers which will have overcapacity, and thereby maintain its margins.


Similarly, the Fuel Distribution Division always passes fl uctuations in the prices of oil products on to its customers. Its exposure is therefore limited to its stock, which is largely covered by forward purchases and sales of products backed by physical operations (see page 136).The Group also has a presence in 41 African countries where it provides a full range of logistics services: freight forwarding by air, sea and land, warehousing and distribution, industrial logistics, port operations, safety and quality control. It manages all administrative and customs procedures for its customers both before and after transportation and ensures that goods reach their fi nal destina-tion. This unrivalled network, consisting of companies that are affi liated to the Group but each remain local players, makes it possible to minimise the risks

associated with a country suffering a major crisis, such as during the events that took place in Côte d’Ivoire. These risks are also covered by insurance (see Political risks, page 37).Finally, the Group is bound by concession contracts (port terminals, railways, oil pipelines). Given their number, the diversity and their duration (most lasting over twenty years), the risks associated with these concessions cannot signifi -cantly affect the Group’s profi tability and the continuity of its business.The table shows industrial risks and risks associated with the environment for the Group’s various businesses and describes the actions taken by the Group to deal with these risks.

Industrial and environmental risks

Risks identifi ed Action taken

Plastic fi lms, Batteries and supercapacitors

Accidental product discharges (oil, petrol, chemicals) Providing holding ponds, sealing off nearby rivers

Waste pollution Selective sorting at source. Waste recycling (cardboard, plastic fi lms, wood, batteries, etc.) and special waste handling (chemicals, solvents) by specialised companies

Batteries and supercapacitors: Fire risk Separating risks by fi re-guard partitioningAutomatic sprinkler or gas extinguishingProduct fl ammability tests

Batteries and supercapacitors: Discharges of polluting product

Installation of fi lters in accordance with Atex instructionsTreating discharges into the atmosphere by fi lter or condensation

Electric batteries Tests and recycling

Flooding of installations near rivers under heavy rainfall Building concrete walls and providing appropriate underground defences

Dedicated terminals and systems

Electrical and electronic equipment waste Management of non-hazardous and special industrial waste outsourced to a certifi ed and approved contractor

Fuel distribution

Storage of hydrocarbons Continuation of investment in bringing our ICPEP classed sites into line with standards and ensuring compliance: 90 sites. Level of investment made: 1,640 thousand eurosCleaning up the ground: closure of three former depots and continuation of environmental moni-toring of sites during operation (monitoring the groundwater, retesting of tanks, piezometric anal-yses, etc.)Installation of “Safety/operation warning” software for our Seveso 2 sitesICPE inspection of sites subject to simple declaration by an approved body.

Road tankers Training of 47 people under 1.3 of the ADR“Drivers” safety training at the APTH centre in Creuzot. 52 trained driversOrdering of 25 new road tankers meeting the Euro 5 standard and sale of 25 used vehicles

Leaks in the SFDM pipeline Remote operation of motors, pumps and valves 24 hours a dayContinuous video surveillanceIsolation valves permitting isolation of line segmentsSetting up and complying with Seveso procedures


Risks identifi ed Action taken

Transportation and logistics in Africa

Stevedoring accidents Regular checks, certifi cation and best practice in handling machinery and lifting gear

Storage of hazardous materials Securing warehouses, specifi c procedures for cotton and hazardous materials

Discharges of polluting products Staff environmental awareness trainingImplementation of specifi c Health, Safety and Environment (HSE) plans for petroleum customersTreatment of engine oilsRepair and recycling of solid waste (scrap metal, etc.)Securing fuel storage tanks (retention tanks, extinguishers, etc.)

Fire risks Bringing fi re-fi ghting equipment up to standardTraining personnel in fi re-fi ghting and fi rst aid in the workplaceDefi nition and implementation of emergency evacuation plans at all sites

International logistics

Industrial accidents Implementation of offi cial action plans in the “unique document”, after evaluation of risksHSE audits aimed at improving prevention by regular monitoringTraining of new local safety offi cersPublication of a monthly newsletterRegular inspection, round-the-clock telephone support, database available on the Intranet

Transportation or storage of hazardous goods Staff training whenever the regulations changeProduction and regular updating of product fact sheetsConstant assessment of the classifi cation of stores subject to the classifi ed installations for the protection of the environment (ICPE) regulations

Waste pollution Introduction of selective sorting procedures at certifi ed sites or those undergoing ISO 14001 certifi cation:Waste recycling (cardboard, plastic fi lms, wood, batteries, etc.) and processing by approved service providersRaising awareness of staff (at certifi ed sites and those undergoing certifi cation) of environmental impacts and selective sortingStudy looking into substitution products (eco-performance products like pallet fi lm)

Plantations

Pollution of surface water by factory effl uents Sludge settling and biodegradation ponds for organic materialsRecycling of waste water as organic fertiliser

Soil erosion while young trees are fi rst growing (three to four years)

Staggered cultivation and groundcover plantings between young plants

Destruction of fauna by frequent use of non-selective insecticides or poisons

Biological parasite control:growing of nectar-producing plants to attract insects that are predators (or parasites) of harmful —

larvae and caterpillars;scent traps to fi ght oryctes, insects that destroy young palms —

Pollution of the groundwater table by use of chemical fertilisers

Limiting the use of mineral fertilisers by:use of plant waste as organic fertilisers; —

growing nitrogen-fi xing cover plants between young trees —

Restrictions on the use of plant health products:cultural practices stemming from the concept of science-based agriculture; —

use of fallow land to combat root system parasites —

Vineyards:Pollution of the groundwater table by use of chemical fertilisers

Minimising the use of chemicals on vines through “science-based agriculture”;Leaving land fallow for long periods rather than using products for disinfecting the ground

Vineyards: Pollution of surface water by factory effl uents

Water treatment station


5. INFORMATION CONCERNING TO THE ISSUER

5.1. history and development of the company

corporate name“Bolloré”.

registration place and numberRCS Quimper 055 804 124.

incorporation and durationThe company was incorporated on August 3, 1926 for a period expiring on August 2, 2025.

registered office, legal form and legislation governing its activity and detailsBolloré is a public limited company with a Board of Directors, the registered offi ce of which is at Odet, 29500 Ergué-Gabéric.The company is subject to the provisions of French law and its country of origin is France.The company’s administrative head offi ce is at 31/32, quai de Dion-Bouton, 92811 Puteaux Cedex (tel.: 33 1 46 96 44 33).

important events in the development of the issuer’s activitiesFounded in Brittany in 1822, the family business specialising in the manufacture of thin paper was taken over by Vincent Bolloré at the beginning of the 1980.The Bolloré Group developed a specialised manufacturing division connected with the technology of plastic fi lms and thin papers, and then diversifi ed into the tobacco sector, acquiring Sofi cal in 1986 and then JOB; at the same time it moved into transportation with the takeover of Scac and then Rhin Rhône in 1988.

1991: • controlling interest taken in Delmas-Vieljeux, followed by Delmas’ takeover of Scac, which was renamed Scac-Delmas-Vieljeux (SDV).1994: • sale by Bolloré of a portion of the Non-Woven Industrial and Disposable Products business and of the Tubes and Plastic Connectors business.End of 1996: • takeover of a controlling interest in the Rivaud Group, in which the Bolloré Group had had a stake since 1988.1997: • takeover of a controlling interest in Saga, in which Albatros Investissement had since 1996 had a 50% stake alongside CMB-Safren. 1998: • merger of Scac-Delmas-Vieljeux with Bolloré Technologies, to become “Bolloré”.1999: • Albatros Investissement, the leading shareholder in Bolloré, takes the name “Bolloré Investissement”. Bolloré buys the African network AMI and Bolloré Investissement purchases the British shipping line OTAL as well as its land transport network in Africa.2000: • sale of 81% of the cigarette paper operation to the American group, Republic Technologies, which handled a large portion of the cigarette-paper distribution in the United States. Purchase of Seita’s 40% stake in Coralma, a tobacco subsidiary of the Group, 60% of which was already owned through Tobaccor. Granting of the franchise for the third largest oil pipeline in France, the Donges-Melun-Metz (DMM) pipeline. Public takeover bid (and subsequent forced withdrawal) on the Mines of Kali Sainte-Thérèse, and public takeover bids on Compagnie des Caoutchoucs de Padang and Compagnie du Cambodge, fi nalised on January 3, 2001.

2001: • sale of 75% of the tobacco business (Tobaccor), based in Africa and Asia, to the British group, Imperial Tobacco. Sale of the 30.6% stake in Rue Impériale de Lyon. Takeover by Bolloré Énergie of a portion of the business of BP’s fuel distribution subsidiary in France. Acquisition by Delmas, Bolloré’s shipping subsidiary, of 80% of the Italian fi rm Linea-Setramar.2002: • IER acquires the specialist access control fi rm Automatic Systems. Sale to Imperial Tobacco of a further 12.5% of Tobaccor. Takeover by Compagnie du Cambodge of Société Financière des Terres Rouges and Compagnie des Caoutchoucs de Padang. Bolloré Énergie takes over part of Shell’s fuel distribu-tion business in France. Acquisition by SDV of the freight forwarding business of the German group Geis, with its major network in Asia. Merger of six companies in the freight forwarding business, resulting in the creation of SDV Logistique Internationale. Included in the capital of Vallourec.2003: • sale of the remaining interest in Tobaccor (12.5% payable at the end of 2005). Purchase of Consortium de Réalisation’s (CDR’s) 40.83% holding in Compagnie des Glénans. Start-up of the factory purchased in the Vosges region of France by the Paper division. The Group’s holding in Vallourec rises above the 20% threshold (voting stock).2004: • sale of the Malaysian plantations. Acquisition of a 20% stake in Havas. Development of the Bluecar®, a prototype electric vehicle that runs solely on Batscap batteries.2005: • launch of Direct 8, the digital terrestrial TV station developed by the Group. Bluecar® presented at the Geneva Salon. Acquisition of Air Link, India’s third largest freight operator. Acquisition of a 25% stake in Aegis. Sale of 7.5% of Vallourec capital stock.2006: • sale of the shipping business (Delmas). Launch of Direct Soir, a leading evening daily freesheet. 12 regional WiMax licences obtained. New series of Bluecar® prototypes delivered. Sale of 10.2% of holding in Vallourec. Squeeze-out of minority interests in Socfi n. Public takeover bid on Bolloré and merger of Bolloré and Bolloré Investissement. Change of name from “Bolloré Investissement” to “Bolloré”.2007: • acquisitions of JE-Bernard, one of the leading logistics and freight operator groups in Britain, and of Pro-Service, an American logistics company specialising in the aeronautics and space industry. Acquisition of assets in Avestor in Canada. Partnership with Pininfarina for the manufacture and sale of an electric car. Launch of the free daily Direct Matin Plus. Start of testing of pilot equipment intended for WiMax. Sale of 3.5% of Vallourec and strengthening in Havas and Aegis. Public takeover bid launched against Nord-Sumatra Investissements followed by a squeeze-out.2008: • sale of 3.6% of Vallourec. Entry into two joint ventures for the develop-ment of electric vehicles (Pininfarina for the Bluecar® and Gruau for the Microbus). Eight further WiMax licences obtained. Acquisition of White Horse, a benchmark road haulage fi rm in the Copper Belt corridor, and SAEL, the fi fth largest freight chartering fi rm in South Africa. Acquisition of 60% of the capital of the CSA group, 40% of which had already been held by the Bolloré Group since 2006. Increase in holding in Vallourec to 2.9% on December 31, 2008. • 2009: winning of the franchise for the Cotonou container terminal in Benin and start of use of the Pointe-Noire port terminal in Congo. Sale of the Papers business to the American group Republic Technologies International. Start of operations at the two electric battery factories in Brittany and Canada and fi rst marketing of supercapacitors. Increase of the shareholding in Vallourec to 5.2% as of December 31, 2009.


5.2. investment

5.2.1. financial investment

(in millions of euros) 2009 2008 2007

Bolloré Group total 110 (41) (12)

In 2009, the Group increased its shareholding in Vallourec by acquiring 83 million euros of additional shares. As of December 31, 2009, it owned 5.2% of the capital.The Group, through Nord-Sumatra Investissements, also acquired 9 million euros of Big Ben Interactive shares, giving it nearly 11% of the capital.During the course of the year, the Group bought, either directly or indirectly, 11 million euros of shares in its listed companies (Société Industrielle et Financière de l’Artois, Plantations des Terres Rouges, Forestière Équatoriale, Compagnie du Cambodge, etc.).At the beginning of the 2008 fi nancial year, the Group sold 3.6% of the capital of Vallourec for 400 million euros. It then increased its holding by purchasing shares for a total of 148 million euros, bringing its holding to 2.9%. At the end of April 2009, taking additional share purchases into account, it owned 5.6% of Vallourec.

In 2008, the Group acquired, through Nord-Sumatra Investissements and Compagnie du Cambodge, 3.9% of the capital of Bolloré for 118 million euros. The Group’s subsidiaries (Financière Moncey, Compagnie du Cambodge, Imperial Mediterranean, Société Industrielle et Financière de l’Artois and Nord-Sumatra Investissements) also acquired, in 2008, 3.8% of the capital of Financière de l’Odet for 59 million euros.Financial investment also includes the acquisitions of JE Bernard and Pro-Service in 2007, and the acquisitions of White Horse, SAEL and Charbon Maulois and the increase in the capital of SFDM in 2008, which contributed to the Group’s external growth and, in particular, its Transportation and logistics and Fuel distribution businesses.

5.2.2. industrial investment


Transportation and logistics 234 152 135

Industry 11 32 21

Fuel distribution 10 9 10

Other activities 13 46 53

Total 268 239 219

Business to be sold – thin papers 2 5 5

Bolloré Group total 270 244 224

Investment in property in the 2009 fi nancial year increased by 11% compared to 2008 to 268 million euros (excluding businesses to be sold). The Transportation and logistics business is still the largest sector in terms of investment, repre-senting 87% of the total. In 2009, the Group continued to invest in heavy handling equipment (ship-to-shore and terminal gantries, mobile cranes) for container terminals and in the transportation and handling equipment needed for logistics activities accom-panying a number of projects in the oil and mining sectors. 234 million euros were invested by this division, compared to 152 million euros in 2008, and mainly related to franchises won by the Group, such as that for the Pointe-Noire port terminal in Congo, operation of which began in 2009.In Industry, investment in 2009 mainly related to the development of new high technology products in electricity storage: electric batteries and supercapacitors. The reduction refl ected, fi rstly, completion of work on transition to the phase of industrial production of batteries in Brittany and Canada and, secondly, completion of investment in capacitors in plastic fi lms. Investment made by the Fuel Distribution division was linked to the growth of regulations in terms of safety and environmental protection.

As far as other businesses are concerned, reductions in industrial investment were mainly the result of the ending of a programme of investment in vines, with the opening of the Domaines de La Croix and La Bastide Blanche cellar in June 2009. Other investments were devoted, at Wifi rst, to developing the number of student rooms equipped with wireless Internet services and, at SAFA Cameroun, to hardware and equipment, particularly in the construction of a wastewater treatment station. The Group also continued to invest in computer development across all of its divisions.

Investment increased slightly in 2008 compared to 2007 to 244 million euros, 62% of which being devoted to the Transportation and logistics business, up 13% on the previous year. The Group’s investment policy in this business sector focussed, as in 2007, on heavy handling equipment for container terminals (Côte d’Ivoire, Gabon, Ghana, etc.), and miscellaneous transportation and handling hardware for logistics and transportation activities accompanying numerous projects in the oil and mining sectors.


In Industry, the increase in investment included the construction of a new factory for electric batteries and supercapacitors and the costs of developing electric vehicles in collaboration with Pininfarina. Investment made in the Fuel distribu-tion division remained high in line with the safety requirements inherent in this business.Investment in other activities mainly included the acquisition, by the Telecoms division, of eight new regional WiMax licences, following the acquisition of 12 regional licences in 2006, investment made in vineyard estates in the south of France and a down payment for the acquisition of an aeroplane.

In 2007, investment was already largely devoted to the Transportation and logistics business.In Industry, investment included the acquisition of assets in Avestor in Canada in the electric battery sector.Remaining sums invested in 2007 mainly corresponded to the acquisition of an aeroplane, investment in vineyard estates in the south of France and in planta-tions in Cameroon, and fi ttings for the Bolloré Tower.As in 2007, the Group is continuing to invest in computer systems, particularly in Transportation and logistics activities.

5.2.3. current investments and firm investment undertakingsThe main planned undertakings identifi ed for 2010 essentially relate to the Transportation and logistics business, with 32 million euros of investment intended for infrastructure works and handling equipment for the port terminal in Congo, 11 million euros in disbursements on repairs to the quay and fi nalisa-tion of the acquisition of heavy equipment in Côte d’Ivoire, and 23 million euros on general servicing and highway maintenance for the railways.In Benin, investment relating to the signing of the franchise agreement in August 2009 for the Cotonou container terminal should begin in 2011.In France, in obtaining stevedoring franchises in Dunkirk, Rouen, Montoir and La Rochelle, Bolloré Logistics is likely to be required to invest in cranes and various equipment from 2010, even 2011.In the Telecoms business, the obtaining of the last two WiMax licences was not recorded in 2009 as they are subject to suspensive conditions (Arcep agree-ment).

6. OVERVIEW OF ACTIVITIES

6.1. main activities

transportation and logistics




Investments(1) 234 174

(1) Including the acquisitions of White Horse and of SAEL in 2008.

The International logistics and Transportation and logistics in Africa businesses achieved excellent results, as illustrated by the sharp 7% increase in the oper-ating income, despite the 11% reduction in turnover, to 4,032 million euros against the background of the global economic crisis.Launched in 2008 in order to unify the networks and raise their profi le, the two brands, Bolloré Logistics and Bolloré Africa Logistics, have successfully lived up to expectations.

International logistics

Through various Group companies (SDV Logistique Internationale, SDV Ltd and Saga), Bolloré Logistics carries out all types of freight and logistics business throughout the world, offering a range of tailor-made services to each of its customers. With a presence in 90 countries, it is one of the fi ve largest freight-forwarding and logistics groups in Europe.In 2009, the global economic crisis that began in September 2008 continued to hamper international trade severely, affecting air and sea transport in most areas of the world. Against this background, turnover fell by 21% to 2,251 million euros, penalised by the reduction of around 10-15% in trans-ported volumes, but also affected by the severe pressure on freight rates. Despite this reduction in turnover, there was a slight improvement in results compared to 2008. In effect, Bolloré Logistics, which acts as intermediary, managed to obtain very positive purchasing conditions in an environment marked by overcapacity among suppliers. This was a factor that signifi cantly improved margins. Elsewhere, the Group’s strong positioning, and particular efforts in terms of cost-cutting, created benefi ts in areas less affected by the crisis, and substan-tially attenuated many of the effects of the economic slowdown.Bolloré Logistics maintained its strategy of development and targeted acquisi-tions to strengthen its international network. New agencies were opened in 2009, notably in China, the Middle East and Bangladesh. During the last quarter, the Group bought Brisbane-based Europacifi c Forwarding, which has a presence in all Australia’s main hubs, and offers very attractive prospects in terms of all traffic through the Pacific zone. Elsewhere, work to integrate the recent acquisitions in the United States and the United Kingdom also went well.In France, the Group has seen new regulations in ports bring in concrete results. Bolloré Logistics has just obtained operating licences for the ports of Dunkirk, Rouen, Montoir-de-Bretagne and La Rochelle, in accordance with expectations. It has now become a key player in the stevedoring industry at many French ports.


Bolloré Africa Logistics is the leading player in transportation and logistics on this continent, with operations in 41 countries and a workforce of nearly 19,000 permanent staff. Despite the global economic crisis, 2009 was an excel-lent year for Bolloré Africa Logistics. The year was marked by a 7% increase in turnover, to 1,781 million euros, and a 9% increase in operating income. Because the African economy has proved to be more buoyant, Bolloré Africa Logistics managed to benefi t from its position of leadership, consolidating its market share.The Group has continued to grow its operations and investments all over the continent. 2009 was characterised by the continued development of port concessions, with the commissioning of the Pointe-Noire Terminal (Congo) in July 2009, and a 25-year concession for the Cotonou container terminal in Benin, awarded at the end of 2009. The Group also recovered its stevedoring operations in Togo.Thanks to major investment in recent years giving it signifi cant infl uence in regions where it previously had less of a presence, Bolloré Africa Logistics now earns 40% of its income in English- and Portuguese-speaking Africa compared to 20% six years ago.In West Africa, the Group’s performance in Côte d’Ivoire was positive, despite the fall in export and transshipment volumes in the country, benefi ting from the increase in import volumes handled by SETV and a good performance by the Carena shipyard. Operations in Burkina Faso also progressed well, with the gold mine project at Essakane.The Railway business of Sitarail, linking Côte d’Ivoire to Burkina Faso, recorded a positive result and saw an improvement on 2008, thanks to the recovery in the transport of hydrocarbons and development of traffi c fl ows between Burkina Faso and Mali.In Central Africa, results have improved sharply. In Nigeria, port stevedoring at the TICT Terminal remained buoyant. A good performance was achieved in the Congo, in the transport of oil products and related logistics, and operations were launched at the new “Congo Terminal” at Pointe-Noire. In Ghana, the Group benefi ted from sustained activity at the MPS container terminal, and the Hwini Butre logistics project run by Antrak. In Benin, the Group’s positive performance was the result of additional volumes contributed by GETMA. On the other hand, results in Cameroon suffered from the reduced exports of timber and cotton.


Finally, the mining projects in Lubumbashi (Tenke copper mine) in the Democratic Republic of Congo led to strong growth in results.In East Africa, results have improved signifi cantly, led by Kenya with strong growth in the dry port business and good management of the lorry fl eet. Performance was also strong in Uganda, where the transport (mainly towards eastern Congo), and storage businesses are thriving.In Southern Africa, the Group’s companies performed very well, helped by major mining projects in the region and the positive contribution of acquisitions in South Africa (White Horse) completed in 2008. Angola achieved excellent results in transit and transport, despite the tightening of the national budget due to the fall in oil prices.In a diffi cult economic environment, SDV South Africa recorded an excellent year in 2009, thanks to its mining projects and Durban agency. White Horse managed to remain buoyant thanks to the Lumwana contract for the transport of copper concentrate.

fuel distribution




Investments(1) 10 15

(1) ) Including the acquisition of Charbons Maulois and the increase of the holding in SFDM during 2008.

The Bolloré Group’s Fuel distribution division makes it France’s second largest distributor of domestic fuel, with a market share of more than 9%. It is also a major player in oil logistics. Although as a result of the decline in oil products the Fuel distribution division’s turnover fell during 2009, by 29% to 1,686 million euros, operating income reached 49 million euros, a significant increase compared to 2008. The rise in the price of oil products (FOD: 378 euros per m3 at the end of December 2009, compared to 259 euros per m3 on the same date in 2008) generated a positive stock effect in 2009. The opposite effect had been recorded in 2008 (FOD: 480 euros per m3 as at December 31, 2007).In France, distribution, transport and storage of oil products benefi ted from the very harsh winter, one of the coldest of the past twenty years. The high demand for fuel, favoured by the weather and moderate price level, meant that results were particularly satisfactory.SFDM, in charge of running the Donges-Metz pipeline, had a good year thanks to goods transportation, the Depots business which developed the docking facilities at Donges, and the incorporation of biofuels.In Europe, the Swiss company CICA had an excellent year thanks to the harsh winter and an improvement in the demand for storage, while the German company Calpam recorded positive results in its service stations business, in distribution and bunkering operations, with operating income up by 10%.

industry


Turnover 178 218

Operating income (104) (80)

Investments 11 32

During 2009, expenditure on the development of new activities (Media and Telecommunications), and new highly technical products such as electric vehi-cles, electric batteries and supercapacitors, continued to rise.In July 2009, the Papers business was sold to the American group Republic, and the result from this business was reclassifi ed under “Income from businesses to be sold” in line with IFRS 5 (–11 million euros, which included the half-year result and the impact of the sale).

Plastic fi lms

Based on the technology it has developed in manufacturing plastic fi lms for capacitors, a sector in which it is the world leader, the Bolloré Group has diversifi ed in recent years into shrink-wrap fi lms for packaging.Turnover for Plastic fi lms during 2009, on a like-for-like basis and constant exchange rate, fell by 12% compared to 2008. Sales of dielectric fi lms for capacitors in the Plastic fi lms division fell sharply during 2009, due to rapidly shrinking demand mainly in the United States and Asia, and despite a slight recovery recorded during the second half of the year. However, the effect on profi tability was cushioned by the lower cost of raw materials and the rise of the dollar against the euro.The sale of shrink-wrap fi lms for packaging fell by 4% throughout 2009, but rose by 7% during the second half of the year. The control of costs, and an improvement in the euro/US dollar exchange rate meant that profi tability increased.

Batteries and Supercapacitors

Based on research carried out over the last fi fteen years, the Group has perfected a high-performance lithium metal polymer (LMP) electric battery. With power of 30 kWh, this battery enables an electric vehicle to travel at speeds of up to 130 km/h at a range of over 250 km.Battery production was launched during the second half of 2009. Two produc-tion sites were opened, at Quimper (Brittany) in September, followed by the Canadian site in November. The two sites will gradually reach a production capacity of several tens of thousands of batteries each year.In addition, the Group has developed a new type of energy-storage component – the supercapacitor – which is used primarily in the area of clean transporta-tion, such as hybrid vehicles and electric buses and tramways. Supercapacitors absorb and release signifi cant amounts of power over short periods. When installed on buses, they reduce fuel consumption and air pollution by up to 20%. The fi rst industrial production unit for supercapacitors, opened at Ergué-Gabéric in 2008, has a capacity of one million components per annum. During 2009, the Group began marketing its supercapacitors, mainly among its customers in the automotive and public transport sectors.

Electric vehicles

Alongside this, the Group has a 50% stake in two joint ventures for the development of electric vehicles:

VEPB (Véhicules Électriques Pininfarina-Bolloré): the Bolloré Group fi rst entered •

into partnership with the Italian manufacturer Pininfarina to design and produce an electric car, the Bluecar®. This vehicle can take advantage of Pininfarina’s renowned experience in the fi eld of designing and producing top-of-the-range cars and the lithium metal polymer battery and supercapa-citors developed by the Bolloré Group. The early demand for the Bluecar has demonstrated a clear success, with more than 8,000 orders placed, to be delivered during the course of 2010;Gruau Microbus: the Group also entered into partnership with the French •

company Gruau to produce and market the electric Microbus from 2010. The new bus is an urban and peri-urban passenger transport vehicle powered by batteries and supercapacitors produced by Batscap and Bathium. The fi rst bus to undergo public testing has been on the road since March 2010.

Dedicated terminals and systems

IER is a major player in supplying major transportation networks with ticket machines and terminals and with boarding control equipment for secure, automated processing of passenger and baggage fl ows. IER is also the leading provider of automatic identifi cation solutions for controlling fl ows and goods for production lines and logistics operators. Its expertise in all aspects of the RFID (Radio Frequency Identifi cation) value chain makes it a leader in the provi-sion of these new solutions. Finally, IER is the world leader in the supply of security and access control equipment.In 2009, IER achieved turnover of 112.2 million euros, a fall of 19% compared to 2008. Despite a signifi cant reduction in costs, the results for 2009, which include 8.1 million euros of research and development, were adversely affected by the signifi cant drop in demand in the terminals and kiosks business.At the beginning of 2009, the Group introduced new management and new organisation in three of its businesses: Kiosks, Access control and Automatic identifi cation.


The Kiosks business was affected by the drop in sales of traditional terminals, due to the slowdown in investments by airlines, severely affected by the economic crisis.The Access control business contracted slightly, due to the slowdown in business in North America and Spain. However, the Group has won back an important share of the market in European public transport and in ordinary operations.Now that the reorganisation is complete, the Automatic identifi cation business managed to hold up against the economic climate, recording strong growth in orders and market share. The sales of RFID products were, in contrast to a decline in sales in the textile industry, partly compensated by the emergence of new logistics markets.

other activities: media, telecoms, plantations and holdings


Investment made since 2000 has allowed the Bolloré Group to create a Communication and media division which covers various sectors:

TELEVISION AND FREE PRESSThanks to the increase in audience and readership numbers for each of its media, advertising income from the Television and Free Press division doubled in a year, reaching 45 million euros.France’s latest free newspapers, the dailies Direct Soir and Direct Matin Plus have established themselves as key elements of the national press. The Bolloré Group’s free newspapers are the fastest-growing national dailies in terms of readership numbers.

Direct 8Launched in March 2005, this Digital Terrestrial Television (DTT) channel is now broadcast to 85% of homes that have a television.The channel’s monthly audience rose by more than 30% in a year, with 35 million viewers. The channel’s audience share continued to rise: 2.8% in December 2009 in the DTT sector only, compared to 2.2% in December 2008. The increase has amply surpassed the initial target of 2.5% by 2012 (source: Médiamétrie).Of all TV channels, Direct 8’s national audience share recorded the highest growth in the sector: 1.9% in December 2009 compared to 1.1% in December 2008. The number of advertisers who chose Direct 8 in 2009 rose signifi cantly by 30%, to 450.Direct 8 is continuing its development as a general interest channel offering a wide range of original programmes every day: sport, cinema, series, live music, news, entertainment, politics, lifestyle and society programmes, etc.Bolloré Média, which continued its developments in Digital Terrestrial Television in 2010, is completing the acquisition of Virgin 17, a Digital Terrestrial Television music channel owned by the Lagardère Group, making it the fourth largest television company in France. At the same time, CSA granted the Bolloré Group a licence for a local channel in the region of Nice, Menton, Saint-Raphaël, Cannes and Grasse. Given the name “Direct Azur”, this channel will be launched at the end of 2010.

Direct SoirLaunched on June 6, 2006, Direct Soir is the fi rst free evening newspaper in France. It is devoted to news, leisure and culture. The paper’s new format, which proved to be very successful when launched early in 2009, features articles on popular current affairs, sport, ideas for things to do, culture and living (home decor, cuisine, travel and wellbeing). Every Friday, there is a tourism supplement published in conjunction with Le Figaro.450,000 copies of Direct Soir are distributed in the main conurbations of France (Paris, Lyons, Marseilles, Lille, Toulouse, Bordeaux, Strasbourg, Nancy and Nantes).According to the latest EPIQ study, measuring the readership of national daily newspapers in 2009, Direct Soir now has the fastest-growing annual readership: 1,156,000 daily readers, or 263,000 new readers, an increase of 29%. Direct Soir has greatly increased its presence within the Paris transport network (RATP), with over 600 stands in 176 stations.In June 2009, Direct Soir launched the weekly supplement Direct Sport, a free magazine on sport and leisure. 450,000 copies of the supplement are distributed every Friday.

Direct Matin PlusLaunched in February 2007 by the Bolloré Group and the Le Monde group, Direct Matin Plus is a free general-interest daily newspaper distributed within the Paris region. It has become the Paris “bridgehead” of the Direct Ville Plus network of free daily newspapers distributed by La Provence (Direct Marseille Plus), La Voix du Nord (Direct Lille Plus), Le Progrès (Direct Lyon Plus), Sud Ouest (Direct Bordeaux 7) and Midi Libre (Direct Montpellier Plus).The editorial content and layout of Direct Matin Plus differ from those of other free newspapers. Direct Matin Plus offers the main daily news along with more in-depth articles, provided by Le Monde and Courrier International, and practical information. 750,000 copies are currently distributed nationally through the Direct Ville Plus network thanks to an increase in distribution in Paris (450,000 copies) and the launch of Direct Nice (January 2009), Direct Toulouse (March 2009) and Direct Strasbourg (December 2009).According to the latest EPIQ study, each edition of Direct Ville Plus now has a readership of 1,587,000, corresponding to an increase of 16% and a total of 218,000 new readers over the past year. Like Direct Soir, Direct Matin Plus is also available in the main stations within the RATP network.According to the latest EPIQ study in 2009, combined circulation fi gures of Direct Ville Plus and Direct Soir are now outstripping Le Monde and Le Figaro, and are fi fth nationally with an average readership of 22,132,000 per issue (+15%), an increase of 272,000 readers.

AUDIOVISUAL LOGISTICS AND CINEMA

Euro Media GroupThe Bolloré Group owns 18% of Euro Media Group, Europe’s leader in the fi eld of cinema and television logistics, both in the studio and on location, achieving turnover of 265 million euros in 2009.The Euro Media Group is the leading provider of audiovisual technical services in France, where it owns Euro Media Télévision (leader in reality TV, game shows and entertainment, particularly thanks to its numerous sets), SFP (unique expertise in long-distance, high-frequency transmission and years of experience in TV drama, including coproduction), VCF (broadcasting of major sporting events) and Tatou (equipment hire company).The portfolio of companies covers a very broad range of services, including mobile video buses, the largest choice of sets in France, research, engineering and integration of comprehensive solutions, image and sound postproduction units, webcasting, scenery studios, furniture and accessory hire for fi lms and property services.Euro Media Group also operates in the Netherlands, Belgium, Germany, the United Kingdom and Portugal, where it offers a range of similar services, and owns a company in Switzerland, Livetools Technology (specialising in research and development for high-frequency transmissions).


CinemaAlongside the fi nancing of fi lm productions and the operation of the Mac-Mahon cinema in Paris, the Bolloré Group owns nearly 10% of Gaumont, one of the leading European fi rms in its sector, which accounts for a third of French EuroPalaces auditoriums and has an extensive catalogue of feature fi lms.

ADVERTISING AND MARKET RESEARCH

HavasThe Group owns 32.9% of Havas, the world’s sixth-largest advertising group. Income for 2009 amounted to 1,441 million euros, and Havas has the second-highest organic growth rate in its sector, –7.9%. The advertising group recorded an improvement in its profi ts and net fi nancial position. Operating income and net profi t remained stable, at 180 million euros and 92 million euros respectively. Net borrowing improved signifi cantly, and is now –48 million euros as of December 31, 2009, compared to +79 million euros as of December 31, 2008. The item mainly consists of 865 million euros of fi nancial debts, and 913 million euros of cash and equivalents.

AegisThe Group owns 29.8%(1) of Aegis Group Plc, a leading independent media agency and specialist “marketing services” group and one of the largest market research companies. In 2009, Aegis recorded turnover of 1,347 million pounds sterling. Organic growth reached –9.7%, operating income remained stable at 170 million pounds sterling and Group net profi t was 63 million pounds sterling, compared to 83 million pounds sterling in 2008.

CSAIn July 2008, the Group acquired all the capital of the market research and survey institute CSA, part of which it had already owned since September 2006. This shareholding reinforced the Group’s position in the communication and market research sector. The CSA Group, which is one of the three leading generalist institutes in France, has a good reputation not only for the quality of its political surveys, but also for its marketing research and market analyses for industry, the source of over 80% of its turnover. It works in a variety of areas such as banking and insurance, mass retail, health, services, industry and the media. In 2009, CSA recorded turnover of 21 million euros.

Harris InteractiveThe Group also owns nearly 15% of Harris Interactive, an American company specialising in market research via the Internet, which has developed high-tech expertise in the use of online studies, particularly through the use of its access panel of over 6 million people.

TELECOMMUNICATIONS

Bolloré TelecomOn July 7, 2006, Arcep, the French telecommunications regulator, granted Bolloré Telecom 12 regional licences for a 3.5 GHz line, for the transmission of broadband data. This coverage was complemented by the acquisition of eight additional regional licences from HDRR (a subsidiary of TDF) in 2008. With the purchase of two new licences, subject to Arcep authorisation, Bolloré Telecom is about to acquire national coverage.Bolloré Telecom plans to offer a national data line (3.5 GHz Internet) and low-frequency voice line. Recent developments, notably the explosion in the mobile data sector, have confi rmed the intuition that lay behind the Group’s interest in fourth-generation networks: broadband Wi-Fi Internet is set to be the next revolution in telecommunications. The existing networks will not be able to cope with the increase in data traffi c, and the public’s growing need for Wi-Fi Internet will rapidly generate demand for the 3.5 GHz ecosystem.During 2009, Bolloré Telecom continued with its testing at its pilot sites with the main infrastructure manufacturers, and its R&D activities related to the 4G (development of a client terminal and network software solutions).At present, more than 200 radioelectric stations operate on Bolloré Telecom frequencies.

WifirstThe Bolloré Group also holds a share in Wifi rst, a leading provider of Internet access in student halls of residence. Following the acquisition of My IP, completed in 2010, Wifi rst has now been installed in 100,000 rooms.

Plantations

Results in the Plantations division, although down on the outstanding results for 2008, were extremely satisfactory. The prices of palm oil and rubber, which had reached record levels in 2008 before dropping off towards the end of the year, recovered during the second half of 2009.The average price of rubber was 1,800 dollars per tonne in 2009, compared to 2,530 dollars per tonne in 2008, a reduction of 30%. During the year, the price rose sharply from 1,350 dollars per tonne to 2,950 dollars per tonne at the end of December 2009.The average price of palm oil, 680 dollars per tonne, fell by 28% compared to 2008. However, the oil price closed 2009 with an increase of 46%, at 805 dollars per tonne compared to 550 dollars per tonne in 2008.

SocfinalThe Group directly owns 38.75% of Socfi nal and 21.75% of its subsidiary Socfi nasia, which makes it a minority shareholder in one of the leading inde-pendent plantation groups. Socfi nal manages plantations in Indonesia and in several African countries (Liberia, Kenya, Cameroon, Côte d’Ivoire and Nigeria) totalling some 140,000 hectares.It operates in the palm oil, rubber and coffee production markets. In 2009, the plantations achieved good results. In Indonesia, Socfi ndo, which manages 48,000 hectares of oil palm and rubber trees, earned net income of 47.8 million euros, compared to 63.6 million euros in 2008. Plantations in Côte d’Ivoire, Cameroon, Liberia, Kenya and Nigeria posted results of 14.9 million euros, a reduction of 67% in comparison to 2008, due to the fall in the average price during the year and the cyclical decline in oil production.The Socfi nal Group is also continuing to expand. In Cambodia, it created 12,000 hectares of rubber tree plantations and, in the Democratic Republic of Congo, it replanted 5,000 hectares of palms.Finally, the Socfi nal Group, continuing its policy of focussing its activity on the production of rubber and palm oil, sold its Kenyan coffee plantation early in 2010.

SAFA CamerounSAFA Cameroun, a subsidiary of Société Anonyme Forestière et Agricole (SAFA), farms 8,600 hectares, including 4,600 hectares of palms and 4,000 hectares of rubber trees. Production fell, respectively, by 13% for palm oil to 11,150 tonnes following the reduction in cultivated surface area, and acquisitions from external plantations, and by 10% for rubber, which fell to 4,900 tonnes due to the natural planting cycle of palm trees that resulted in lower production.Turnover in 2009 was 14 million euros, down by 23% on 2008 due to the drop in production and the sale price of rubber. After the impact of IAS 41 standard, net income was 2 million euros incorporating 2 million euros of the fair-value valuation of biological assets.

American farmsIn the United States, Redlands Farm Holding owns three farms (Iron City, Gretna and Babcock Farms) totalling 7,200 acres (3,000 hectares), 56% of which are under irrigation. Agricultural land is rented out to farmers, whilst the pine plantations (650 hectares) are planted and maintained directly. Operating income was 0.6 million dollars, compared to 0.45 million dollars in 2008.

VinesThe Group owns two vineyards in the South of France, the Domaine de la Croix (cru classé) and the Domaine de la Bastide blanche. They cover an area of 230 hectares, with 104 hectares of wine-growing rights. Vineyard restoration is continuing, and 70% of vines have now been replanted. The new cellar and buildings at Domaine de la Croix are now operational. Production rose by 35%, to 380,000 bottles in 2009. Marketing operations are continuing to develop, and turnover now amounts to 1.25 million euros.

(1) Of which 0.8% owned by Bolloré Participations.


Shareholdings

As of April 1, 2010, the Bolloré Group’s portfolio of listed shares amounted to 1.7 billion euros. The main shareholdings were as follows:

VallourecThe Group has consolidated its investment in Vallourec by acquiring additional stocks worth 83 million euros at the start of 2009. The Group now holds 5.2% of Vallourec, and in 2010 covered about 60% of this shareholding priced at 136 euros through forward sales payable in securities or in cash, and maturing in May 2011. Taking these operations into account, the stock market value of the shareholding amounted to 425 million euros as of April 1, 2010.

Havas(2)

The Group owns 32.9% of Havas. The market value of the Group’s stake was 546 million euros as of March 18, 2010.Since 2005, the Group has had a seat on the Board of Directors of Havas, of which Vincent Bolloré is the non-executive Chairman. In 2009, Havas recorded an improvement in its profi ts and net fi nancial position (see page 46).

Aegis(2)

The Bolloré Group owns 29.8%(1) of Aegis Group Plc, a specialist media marketing and market research company listed on the London Stock Exchange. The market value of the Group’s stake was 503 million euros as of April 1, 2010 (see page 46).

Others shareholdingsThe stake of 38.75% in Socfinal(2) and 21.50% of its subsidiary Socfinasia(2)

represented a stock market value of 241 million euros as of April 1, 2010.The Group also has a holding of nearly 15% in Harris Interactive, the world’s leading interactive market research company and one of the largest survey companies.During 2009, the Bolloré Group acquired a stake of almost 11% in Big Ben Interactive, one of the European leaders in the design and distribution of video games console accessories.Lastly, the Group holds a stake of nearly 10% in Gaumont.

(1) Of which 0.8% owned by Bolloré Participations.(2) Consolidated in the accounts of Bolloré.

6.2. main markets

distribution of turnover by geographical areaThe Bolloré Group has a presence in every continent. The main geographical areas of its markets are France, Africa and Europe.

In 2009

Europe excluding France16%

Africa27%

Asia-Oceania6%The Americas

4%

France and French overseas departments and territories47%

In 2008


Africa20%

Asia-Oceania6%The Americas

4%


Turnover by geographical area shows the distribution of goods according to the country in which they are sold.

distribution of turnover by businessThe Transportation and logistics and Fuel distribution businesses represent about 95% of the Group’s turnover.

In 2009 (in millions of euros)

Industry178

Fuel distribution1,686

Other activities115

Transportation and logistics 4,032

In 2008(in millions of euros)

Industry218

Fuel distribution2,373

Other activities97

Transportation and logistics4,528


geographical distribution of turnover for the transportation and logistics business

In 2009

The Americas5%

Africa39%

Asia-Oceania9%Europe

excluding France10%


In 2008

The Americas6%

Africa32%

Asia-Oceania10%Europe

excluding France12%


6.3. exceptional eventsNone.

6.4. any dependency on patents, licences or commercial or financial industrial contractsThe Group is bound by a number of franchise agreements (port terminals, railways, oil pipelines) which are described in note 7 of section 20.3 of the consolidated fi nancial statements. Given the long duration, the number and the diversity of these franchises, the Group’s profi tability is not really dependent on them.

6.5. basis of any declaration by the issuer concerning its competitive positionThe sources concerning the Group’s competitive position cited in section 6.1 and in this document are generally internal or are indicated if not.

geographical distribution of turnover for the fuel distribution business

In 2009


France67%

In 2008


France67%


7. ORGANISATION CHART: DETAILS OF SHAREHOLDING OF GROUP LISTED COMPANIES

as of march 1, 2010 as a percentage of capital ownership (and in terms of voting rights)

IER(Dedicated terminals

and systems)

Industry

Bolloré

Financière del’Odet

By convention, shareholdings of less than 1% are not mentioned.

(1) Directly and indirectly through fully owned subsidiaries.(2) Of which < 10.0% by Compagnie du Cambodge.(3) 4.1% by SFA, 98.4%-owned subsidiary of Plantations des Terres Rouges.(4) Of which 12.0% by Société Industrielle et Financière de l’Artois.(5) 63.9% by its 53.4%-directly owned subsidiary Socfrance.(6) 3.3% by Plantations des Terres Rouges.(7) 30.2% by Société Bordelaise Africaine and 6.8% by its 53.4%-directly owned subsidiary Socfrance. (8) 1.9% by Plantations des Terres Rouges.

% (%) % of the capital (% of the votes at General Meetings).* Percentage of the capital outside the Group.** Controlled by Bolloré.

BolloréParticipations

Omnium Bolloré

Financière V

Sofibol

Financière du Perguet

Plantations desTerres Rouges(Luxembourg)

Financièredu Loch

Compagniede

Cornouaille

Compagnie de Pleuven

SAFANord-Sumatra

Investissements(Belgique)

Forestière Équatoriale

(Côte d’Ivoire)

Société BordelaiseAfricaine

Socfinal(Luxembourg)

Financière deSainte-Marine

(formerly BMI)

ImperialMediterranean

Compagnie des Tramways

de Rouen

Listed companies

Communication, media

Agricultural, financial and other assets

Fuel distribution


Compagnie de Guénolé

SagaInternational

logistics

27.9 (0.0) African Investment Company**17.1 (0.0) Financière Moncey**4.8 (0.0) Bolloré

35.9 (0.0) Bolloré13.0 (0.0) Compagnie Saint-Gabriel**

4.0 (0.0) Société Industrielle et Financière de l’Artois**3.8 (0.0) Nord-Sumatra Investissements**3.0 (0.0) Imperial Mediterranean**2.6 (0.0) Compagnie du Cambodge**

14.9 (0.0) Compagnie du Cambodge**5.0 (0.0) Société Industrielle et Financière de l’Artois**4.9 (0.0) Financière Moncey**1.5 (0.0) Nord-Sumatra Investissements**0.4 (0.0) Imperial Mediterranean**

22.8 (0.0) Compagnie du Cambodge**10.5 (0.0) Financière Moncey**10.3 (0.0) Bolloré4.0 (0.0) Société Industrielle et Financière de l’Artois**1.7 (0.0) Compagnie des Tramways de Rouen**0.4 (0.0) Société des Chemins de Fer et Tramways du Var et du Gard**

50 (99.8)

50.3 (100.0)

51.1 (100.0)

99.5

99.9

4.1 (5.8)

99.8

22.8

46.4

4.1(3)

5.0

64.2

8.9

12.9(4)

10.7(2) 63.7(1)

3.3 (6)

1.9 (8)

25.3(1)

16.7

31.5

11.5

28.6

14.0

47.6

55.5

28.2(1) 95.0 (1)

61.8

17.2

26.6

42.1 48.2

37.0 (7)

7.3

12.0

100.0

100.0100.0

52.4

36.7

37.1(1)

15.2

9.0

32.5

49.98 (76.6)

67.1 (84.1)

18.9*

5.0

Société desChemins de Fer et Tramways duVar et du Gard

Compagnie du Cambodge

FinancièreMoncey

Soc. Industrielle et Financière de

l’Artois

90.5(1)

29.2(1)

63.9(5)

Socfinasia(Luxembourg)

54.0

2.8* 12.5*

4.6*

2.5*

1.1*

4.0*

4.6*

6.0*

19.5*

0.2*

Transportationand logistics

in Africa

Energydistribution

Electric batteriesand vehicles,

Supercapacitors

Plasticfilms

Communicationand media


7.1. brief description of the groupAs of March 1, 2010, Financière de l’Odet directly and indirectly owned 80.5% of the capital stock of Bolloré.Bolloré conducts business in:

international logistics (freight forwarding); •

transportation and logistics in Africa (port management, stevedoring, logis- •

tics);fuel distribution; •

batteries and supercapacitors; •

electric vehicles; •

plastic fi lms for capacitors and packaging; •

dedicated terminals and systems (IER); •

plantations; •

communication and the media (television and free press, advertising and •

market research, etc.);the management of a portfolio of shareholdings. •

Bolloré serves as a holding company, with 182 employees assigned to the various central staff departments: general management, legal, tax, IT, human resources, fi nance, accounting, management control, cash and cash equivalents, etc.Bolloré manages and coordinates the operational divisions. Treasury manage-ment for all subsidiaries is centralized at Bolloré in order to optimise negotiated conditions.Bolloré invoices its services according to certain cost distribution keys (time spent, employees, number of companies, etc.). The amount invoiced in 2009 was 31 million euros. All of these services are carried out within the scope of formal, standard agreements concluded under normal conditions.

7.2. main subsidiariesThe Bolloré Group’s principal operating subsidiaries in terms of contribution to Group turnover are listed below.

Position Sector Country Geographical areaTurnover

(in euros)%

contribution%

interest

1 Bolloré Énergie (formerly SCE)(1) Fuel distribution France France and French overseas departments and territories 1,046,352 17 99.30

2 SDV Logistique Internationale Transportation and logistics

France France and French overseas departments and territories 774,817 13 99.28

3 Calpam Mineralöl GmbH Aschaffenburg

Fuel distribution Germany Europe excluding France265,585 4 99.31

4 Saga France (formerly Sagatrans) Transportation and logistics France France and French overseas departments and territories 250,538 4 99.12

5 CICA Fuel distribution Switzerland Europe excluding France 214,450 4 99.316 Bolloré Africa Logistics Côte d’Ivoire

(formerly SDV-Saga Côte d’Ivoire)Transportation and logistics Côte d’Ivoire Africa

164,222 3 84.057 SDV Ltd (formerly SDV Bernard Ltd) Transportation and logistics United Kingdom Europe excluding France 114,719 2 99.288 EXAF Transportation and logistics France France and French

overseas departments and territories 109,925 2 99.31

9 GEIS-SDV GmbH Transportation and logistics Germany Europe excluding France 104,801 2 49.7410 SDV (USA) Inc. Transportation and logistics United States North America 99,484 2 99.27

(1) The Fuel distribution business is concentrated in a small number of subsidiaries. The individual contribution made by the companies in this business to turnover therefore appears to be greater than that of the Transportation and logistics business, which is shared between a larger number of subsidiaries.

8. PROPERTY, FACTORIES AND INSTALLATIONS

8.1. major tangible fixed assets and main related encumbrancesCompanies belonging to the Bolloré Group operate numerous sites and instal-lations under full ownership, franchise and hire in over 109 countries around the world. The businesses carried out in these properties and other industrial, commercial or administrative installations are described on pages 18 to 30.The total gross value of the Group’s tangible fi xed assets, as of December 31, 2009, was 1,938 million euros (986 million euros net, that is to say 14% of the consoli-dated balance sheet total), compared to 1,937 million euros as of December 31, 2008 (991 million euros net). A summary of the Group’s tangible fi xed assets and the main related encumbrances (amortisation and depreciation) is given in notes 6, 7 and 27 in the annex of the consolidated fi nancial statements.

In addition, the various measures taken by the Group to reduce the impact of its activities on the environment relating, in particular, to its property, factories and installations are described in the following paragraph, section 8.2, and industrial risks associated with the environment are described in section 4.1.5 on page 38.

8.2. environmental issues liable to affect the use of fixed assets

the bolloré group’s environmental commitmentIn 2009, the Bolloré Group fi nalised the document defi ning the main issues to be addressed in its sustainable development strategy.Environmental protection, the overriding commitment as far as industrial companies are concerned, is broken down into the following strategic aims:

controlling and reducing risks associated with the production of goods and •

services and with sensitive activities;


optimising goods and services so that they are more consistent with sustain- •

able development;innovating to develop new goods and services addressing the main issues •

surrounding sustainable development.

reducing its environmental footprintIn 2008, the Bolloré Group signed the “Ordi 2.0” charter, committing itself to the responsible treatment of its waste electrical and electronic equipment (WEEE).Under this charter, and in order to organise the recycling of its computer equip-ment, the Group entered into partnership with the Ateliers Sans Frontières (ASF) association, the main aim of which is to help those in diffi culty and recycle DEEE instead of squandering it.While meeting the objectives laid down in the “Ordi 2.0” charter, the Bolloré Group, through its partnership with ASF, helps to:

protect the environment: ASF manages, with Veolia Environnement, the •

recycling of equipment at the end of its lifetime;bridge the digital divide: computers provided by the Group are upgraded in •

ASF workshops (machine testing, deletion of data, repair, installation of an operating system and Offi ce pack), then sold or given to other associations for training and use;create jobs and help those in diffi culty back into work. •

The Bolloré Group has also developed software enabling it to gather extra-fi nancial information and meet its legal obligations, particularly with regard to environmental data.This software will enable us:

to make information more reliable; •

to facilitate its consolidation; and •

to extend the analysis of data gathered while linking it to indicators resulting •

from the seven main issues defi ned in the document relating to the Group’s sustainable development strategy.

Within their respective divisions, entities have also introduced measures relating to the responsible treatment of WEEE.Besides complying with the European directive and environmental standards in relation to WEEE, IER offers some of its customers (e.g. airports) the chance to benefi t from its partnership with Veolia relating to the recycling of waste similar to WEEE. Services include handing and packaging equipment on site, trans-porting it to specialised treatment sites, sorting the hardware and cleaning it up and supplying a waste tracking sheet and a certifi cate of destruction.In another area, Bolloré Logistics has started training drivers of heavy goods vehicles and light vehicles in how to drive in a more environmentally friendly way. This training course is intended to change driver behaviour and reduce

petrol consumption by up to 15%. This will also enable it to limit greenhouse gas emissions and reduce vehicle maintenance costs and the risk of accidents by 10 to 15%.To limit travel and thereby reduce the staff’s carbon footprint, Bolloré Logistics is going to install videoconferencing at three pilot sites.Keen to meet the demands of their customers who wish to reduce their envi-ronmental impact, Bolloré Logistics and Bolloré Africa Logistics are working together to devise a way of calculating greenhouse gas emissions that is specifi c to their transportation and logistics activities.The Quality, Health, Safety and Environment (Q-HSE) network of Bolloré Africa Logistics continues to grow in all countries where the Division operates and the management system set up is now being certifi ed.In this respect, SDV Sénégal has obtained a “Full Compliance ICMI” for its management of safety in the transportation of cyanide by road to Senegal and Mali.Recognised by the Group’s customers in the mining sector, this certifi cation is the result of the “Compliance ICMI” programme initiated by Bolloré Africa Logistics at the beginning of 2008. “Full Compliance” was verifi ed by the International Cyanide Management Institute for a period of three years for the organisation and measures put in place to meet the standards and requirements of the International Cyanide Management Code (ICMI). Entities in Burkina Faso and Tanzania are also due to be certifi ed in 2010.This certifi cation confi rms the maturity of the HSE management system intro-duced within Bolloré Africa Logistics.And fi nally, the Media division is promoting the use of paper from managed forests in its newspapers Direct Matin Plus and Direct Soir.

creating environmentally friendly productsBesides limiting the environmental impact of its activities, the Bolloré Group is developing its strategy around industrial choices that combine innovation and environmental protection.Created in 2001, the high-capacity battery is the result of more than fi fteen years of intensive research. With this innovation, the Group aims to show that it is possible to exploit the characteristics of lithium metal to achieve safety, long life and low cost. The lithium metal polymer (LMP) battery contains no toxic liquids or heavy metals.It is particularly well suited for the electric transportation of goods and people in an urban and peri-urban environment. Because it is compact and lightweight, it represents the ideal solution for designing high-performance electric cars. It will allow cars to be marketed that actually meet the expectations of users, be they private individuals, local authorities or companies.

environmental data

Unit of measurement 2009 data 2008 data(1) 2007 data(1)

Raw materials consumed

Water m3 1,341,706 1,389,299 2,588,212

Energy consumed

Electricity MWh 207,440 228,401 205,056

Fuel for heavy goods vehicles, machinery and factories l 65,072,683 61,743,548 48,582,102

Fuel and diesel oil for ships t 0 0 230

Fuel and diesel oil for locomotives l 27,745,971 26,725,426 27,763,480

Gas m3 691,259 630,605 744,582

(1) Data not including the paper business that was sold in 2009.


total environmental expenditure

(in thousands of euros) 2009 data 2008 data(1) 2007 data(1)

Protection of ambient air and climate

Prevention of pollution within the operating cycle

Treatment of gaseous effl uents

Measurements, controls, laboratories and other activities

Total protection of ambient air and climate 0 0 0

Wastewater management

Prevention of pollution within the operating cycle 5

Treatment of effl uents 43

Measurements, controls, laboratories and other activities 91

Total wastewater management 91 0 48

Solid waste management

Prevention of pollution within the operating cycle 274

Waste collection, transportation or treatment 55 17 57


Total solid waste management 55 17 331

Ground, underground water and surface water protection and purifi cation

Prevention of infi ltration and polluting discharges

Decontamination of ground and water


Total ground, underground water and surface water protection and purifi cation 0 0 0

Other environmental protection activities

Protection of biodiversity and the countryside

Protection against radiation

Research and development in the fi elds of environmental protection 99

Other environmental protection activities 10

Total of other environmental protection activities 0 0 109

Total environmental expenditure 146 17 488

(1) Data not including the paper business that was sold in 2009.


9. EXAMINATION OF THE FINANCIAL SITUATION AND OPERATING INCOME

9.1. financial situationConsolidated turnover was 6,011 million euros, down 17% mainly due to the fall in prices for oil products in Fuel distribution and the reduction in volumes and freight rates in the Transportation and logistics business, activities in which the Group acts as an intermediary.Net fi nancial income (–36 million euros) benefi ted from the net improvement in the cost of borrowing as a result of the fall in interest rates and the increase in dividends received. It is incomparable with that for 2008 which included a signifi cant capital gain made on the sale of Vallourec shares and share depre-ciations, mainly relating to Aegis shares.The share in net income of affi liated companies, which included signifi cant share depreciations in 2008, was 72 million euros. This income mainly consisted of 65 million euros from holdings in the media sector (Havas, Aegis and EuroMedia Group).

The Papers business, which was sold in July 2009, was reclassifi ed under busi-nesses to be sold in the 2009 and 2008 fi nancial statements.Consolidated net income was 120 million euros, compared to 66 million euros in 2008 (+84%) and the Group’s share of net income was 94 million euros, compared to 50 million euros in 2008 (+88%).

Shareholders’ equity was 3,076 million euros, an increase of 606 million euros thanks to the rise in stock exchange values.Net indebtedness was down 81 million euros over the year (and down 92 million euros over the second half of 2009 alone) despite the 18% increase in invest-ment (267 million euros) and the 83 million euro increase in Vallourec capital in 2009.The portfolio of listed securities (Vallourec, Havas, Aegis, Socfi nasia and Socfi nal) as of March 18, 2010 was 1.6 billion euros.The ratio of net indebtedness to shareholders’ equity improved signifi cantly to 0.43 compared to 0.57 as of December 31, 2008.

bolloré’s consolidated key figures(1)




Net financial income (36) 124

Share in net income of affi liated companies 72 (125)

Taxes (79) (57)

Income from businesses to be sold (11) (19)

Net income 120 66

– of which Group share 94 50

(in millions of euros) 12/31/2009 12/31/2008


– of which Group share 2,844 2,295

Net indebtedness 1,317 1,398

Net indebtedness/shareholders’ equity ratio 43% 57%


Cash fl ow 385 265

Change in WCR – reduction/(increase) 68 (36)

Net cash fl ow from operations 453 229

Net industrial investment (235) (203)

Net fi nancial investment (110) 41

Dividends paid (43) (47)

Net fi nancial charges paid (52) (68)

Increase in capital, change in fair value and other items 68 (49)

Change in net indebtedness – reduction/(increase) 81 (97)

9.2. operating incomeOperating income was 174 million euros, compared to 143 million euros in 2008, up 21%.Operating income from Transportation and logistics businesses rose by 7% despite the background of global economic crisis and a rapid slowdown in trade.Income from the Fuel distribution business increased signifi cantly owing to a particularly severe winter. Income for 2008 also included a signifi cant negative stock effect.Operating income was affected by efforts made in Industry, characterised mainly by the increase in the costs of developing the Electric Vehicle business and expenditure incurred in relation to the Electric Battery and Supercapacitors.In other businesses there was, in particular, a signifi cant improvement in income from the Media and a sharp fall in income from Plantations after an outstanding 2008.

operating income by business


Transportation and logistics 317 298


Industry (104) (80)

Media, telecoms, plantations, holdings (88) (93)


10. CASH AND CAPITAL

10.1 cash and cash equivalentsOn December 31, 2009, the amount of cash and cash equivalents was 490 million euros, that is to say 82 million euros more than on December 31, 2008.This item includes, in particular, available funds, risk-free regular monetary investment securities and current account agreements, in accordance with the Group’s policy.

10.2 cash flowsNet cash fl ows from operational activities came to 453 million euros as of December 31, 2009 (229 million euros as of December 31, 2008).

(1) Restatements of results on the Papers business, disposed of in 2009.


Taking account of investment, cash fl ows on fi nancing operations and variations in the exchange rate or fair value included in the debt, the Group’s net fi nancial indebtedness fell by 81 million euros compared to December 31, 2008 to 1.317 million euros as of December 31, 2009.

10.3. gross indebtedness structureThe Group’s gross indebtedness was 1,806.7 million euros, down 33.5 million euros on the fi gure on December 31, 2008. It mainly consisted of the following:

85 million euros in bond issues (188.6 million euros as of December 31, 2008), •

consisting, as of December 31, 2009 and December 31, 2008, of 123 million US dollars in private American investments broken down into three tranches, one of 50 million US dollars repayable in 2013, one of 40 million US dollars repayable in 2016 and one of 33 million US dollars repayable in 2018. On December 31, 2008, there was also a loan of 100 million euros repayable in fi ne in March 2009;a loan of 1,542.5 million euros from banks (1,429.9 million euros on •

December 31, 2008), of which 300 million euros under a revolving credit agreement expiring in 2014 (400 million euros on December 31, 2008), 341.5 million euros in commercial papers (77 million euros on December 31, 2008) and 163.7 million euros by way of the realisation of receivables (193 million euros on December 31, 2008);165.3 million euros from other loans and similar debts (217.9 million euros •

on December 31, 2007), mainly consisting of bank backing.

10.4. nature of financesIt should be noted that the Group’s main line of fi nance, the revolving credit line worth 1,100 million euros expiring in 2014, is not subject to any early repayment clause linked to compliance with fi nancial ratios.Some other lines may have such clauses, generally involving indebtedness and/or debt service coverage ratios. These ratios were met on December 31, 2009 as they were on December 31, 2008.As a result, as of December 31, 2009, the Group was not at risk with respect to any fi nancial covenants that may have existed on certain credit lines, whether used or not.

10.5. financial capacityMoreover, to meet liquidity risk, the Group had, as of December 31, 2009, 1,114 million euros in confi rmed but unused credit lines, of which 800 million euros was under a revolving credit agreement containing no fi nancial covenant. The majority of expiry dates (whether drawn or not) come in 2014 or thereafter. As a result, the Group has suffi cient fi nancial capacity available to meet its known future liabilities as 31, December of 2009.More details are given in the fi nancial statements and specifi cally in notes 15, 21 and 36.

11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

11.1. research and developmentResearch and Development are an essential element of the Bolloré Group’s Industrial Branch.For Plastic Films, Research and Development (R&D) related to the development of new products in packaging fi lms costing 0.4 million euros, and, for dielectric fi lm, the creation of specifi c new fi lms and meeting customer requirements costing 0.7 million euros.On the subject of Batteries and Supercapacitors, the overall amount spent on R&D was 30.2 million euros, with 22.2 million euros on Batscap and 8 million euros on Bathium.For Batteries, research essentially related to improving the battery by using new electrochemical constituents, while development related in particular to

continuing to improve processes for manufacture and safe operation and to the electronic operation of the battery and its application, the electric vehicle.For Supercapacitors, research related to improving the recyclability of compo-nents and their useable lives, increasing the power delivered and reducing internal resistance, and creating supercapacitor modules and subsystems. Developments essentially related to simplifying manufacturing processes and bringing products into line with the exacting requirements for applications in urban transport and electric or hybrid vehicles.Batteries and supercapacitors can be linked in electric vehicles to allow recovery of energy during vehicle braking in order to recharge the battery and extend its life. Part of R&D also relates to the electronic operation of these kinds of units.Batscap is cooperating in 13 national research programmes (ANR or Genesys) involving university research laboratories or the CNRS (including three programmes started in 2009) and is directing three theses under the umbrella of the French Convention on Industrial Training through Research (Cifre) or the French Environment and Energy Management Agency (Ademe).To face up to the changes in its businesses, the IER group mainly focuses its research on fi nding automatic check-in and boarding solutions for passengers at airports, which include terminals, printers, check-in stations and secure passages, and developing software specifi c to the transportation business and RFID application in logistics and transportation. In total, the IER group, including Automatic Systems, spent 8.2 million euros on R&D in 2009, corresponding to about 7.4% of its turnover.

research and development are an essential element of the bolloré group’s industrial branch


Bolloré Films 0.7 0.9 1.0

Batscap/Bathium 30.2 25.1 31.2

Electric vehicles 26.1 15.7 0

IER 8.1 9.5 9.4

Bolloré Telecom 4.0 5.6 3.9

Total 69.1 56.8 45.5

11.2. patents and licencesThe Group’s industrial property policy consists of compiling a portfolio of patents to give each of its subsidiaries strategic weapons to help their development and maintain their competitive edge in fi ercely contested and constantly changing businesses, and, ultimately, to allow a policy of licensing if market requirements make this profi table.With the exception of Bathium, whose portfolio, inherited as part of the assets of the Canadian company Avestor purchased in 2007, consists partly of patents licensed from Hydro-Québec, all of the patents of the Group’s divisions and subsidiaries are the result of internal research carried out by the companies themselves.The Group’s patent portfolio included, at the end of 2009, 924 patents or patent applications valid in 39 countries, divided up as follows:

Patents fi led in 2009

Full valid portfolio (all countries)

Total Of which in France

Bolloré Films 2 1 94

Batscap 18 1 280

Bathium 1 0 430

IER 5 1 120

Total 26 3 924


12. INFORMATION ON TRENDS

12.1. main trends in 2009

transportation and logisticsAgainst a background of the global economic crisis, transported volumes and freight rates declined sharply, penalising turnover in the Transportation and logistics division.However, in the activities for which it acts as intermediary, Bolloré Logistics managed to achieve good results by obtaining better terms and conditions from its suppliers, thanks to its positioning in areas less affected by the crisis, and its effective control of costs. Bolloré Logistics continued to expand its network by opening new agencies, mainly in China and the Middle East. It also bought Australian-based agent Europacifi c, giving the company an excellent gateway to freight fl ows in the Pacifi c zone.Despite the effects of the worldwide economic slump, Bolloré Africa Logistics, which has profi ted from its position of leadership and the fact that growth in Africa responded better to the crisis, managed to achieve excellent results while consolidating its market share. Bolloré Africa Logistics has continued to grow and invest throughout Africa. 2009 was characterised by the development of port concessions, with the commissioning of the Congo Terminal (Pointe-Noire) and the award of a twenty-fi ve-year concession for the Cotonou container terminal in Benin.

fuel distributionIn France, as in the rest of Europe, business benefi ted from the particularly harsh winter. The price increase, although not as high as had been recorded previously, also generated a positive stock effect in contrast to 2008, when there was a major negative stock effect.

industryIn July 2009, the Papers business was sold, and as a result was reclassifi ed under “Income from businesses to be sold” (IFRS 5), which included the half-year result and the impact of the sale.In the Plastic fi lms business, the global economic and fi nancial crisis that began in 2008 continued to drive down demand throughout 2009, although some improvements were noted during the second half of the year. The control of costs and an improvement in the euro/US dollar exchange rate meant that profi tability remained stable.During autumn 2009, the Group began producing electric batteries at two sites, in Brittany and Canada. The new sites will be able to manufacture tens of thousands of batteries each year.Finally, in a very diffi cult economic scenario, IER has been affected by the slump in sales at traditional terminals, mainly due to a slowdown in investments in the air industry.

other activitiesIn the Plantations sector, the market rallied during the second half of 2009 following a sharp drop in the price of rubber and palm oil at the end of 2008. The recovery took place against a process of stabilisation in the global economy. The average price of rubber during 2009 (1,800 US dollars per tonne) was 30% below that of 2008 (3,300 US dollars), a year which saw an all-time high. During the year, the rubber price rose from 1,350 US dollars per tonne to 2,950 US dollars at the end of December.The average price of palm oil (CPO), 680 US dollars per tonne, also fell in comparison to 2008 prices. However, the palm oil price closed the year at 805 US dollars per tonne, up 45% in relation to December 2008. After an outstanding 2008, the recovery in prices allowed the Plantations business to return to the good level of profi ts achieved in 2007.In the Media sector, advertising earnings almost doubled thanks to the sharp increase in audiences for Direct 8 and the free press.

12.2. main trends this yearThe diversity of the Group’s businesses and investments means that its overall situation should not change signifi cantly over the coming months.During the fi rst quarter of 2010, the environment has seen a recovery in freight volumes and rates in the Transportation and logistics sector, a rise in the price of oil products, and a recovery in Industry. These elements should have a posi-tive effect on turnover.

transportation and logisticsIn France, Bolloré Logistics has seen the changes implemented at ports bring in concrete results, and has just obtained operating licenses for the ports of Dunkirk, Rouen, Montoir and La Rochelle. The Group has thus become a key player in the maintenance market at many French ports, and Bolloré Logistics teams are now looking to promote their expertise and recognised experience among large shipping companies.In 2010, the Transportation and logistics sector (Bolloré Logistics and Bolloré Africa Logistics) is set to benefi t from its positioning, the breadth of its network, the diversity of the Group’s operational markets, and its fl exibility, enabled by its role as intermediary and its ability to adapt to market conditions. Thanks to its signifi cant resources, the Group appears likely to benefi t from growth opportunities.

fuel distributionAfter an outstanding year 2009, thanks to the extremely harsh winter, the division recorded a slight drop in volumes at the beginning of the year.

industryPlastic fi lms were adversely affected by higher resin prices at the start of the year.During 2010, the Group is continuing its development within the sector of batteries, supercapacitors and electric vehicles, and is investing in new projects such as Autolib and even lithium supplies.IER should benefi t from the signifi cant reduction in the business’s profi tability threshold, thanks to the implementation of major cost-cutting measures and signifi cant commercial successes which occurred early in the year.

other activitiesIn the Plantations sector, the positive trend in prices observed at the end of 2009 looks set to continue during the fi rst half of 2010. During the second half, the trend in the price of oil will depend on the soya harvest, and for the rubber price, on the extent of the worldwide economic recovery.The rise in audiences for Direct 8 looks to be well placed, and should benefi t, on a technical level, from the gradual switch-off of the analogue signal during 2010.In the Media sector, the Group has stepped up its development of Digital Terrestrial Television (DTT), with a new project in 2010: Direct Azur, a local channel based in the region of Nice, Menton, Saint-Raphaël, Cannes and Grasse. The Group has also completed its purchase of the DTT channel Virgin 17, from the Lagardère Group, making Bolloré Média France’s fourth-largest TV group.


13. PROFIT FORECASTS OR ESTIMATESBolloré is not presenting any profi t forecasts or estimates.

14. ADMINISTRATIVE ORGANS AND GENERAL MANAGEMENT

14.1. information on administrative and managing organs

14.1.1. statutory information and management methodThe articles of association require the company to be administered by a Board of Directors with no fewer than three and no more than eighteen members, subject to the derogation permitted by law in the event of a merger.The directors are appointed by the Ordinary General Meeting. Their term of offi ce is six years.Each director must own at least one share throughout his/her period of offi ce. Board meetings are convened by the Chairman or Vice-Chairman and Chief Executive Offi cer, using any means of communication.The Board may only take valid decisions if at least half its members are present; decisions are taken by majority of those members who are present or repre-sented at the Meeting.The Chairman has a casting vote in the event of a tie.The Ordinary General Meeting may, on the proposal of the Board of Directors, appoint a panel of observers to be invited to attend Board meetings with advisory status only.In accordance with the provisions of the Group’s Ethics Charter, the directors, and all other collaborators of the group in general, must refrain from trading in the company’s shares (i) during the fortnight before the date on which the consolidated yearly or half-yearly accounts are submitted to the Board, as well as during the day after the Board meeting, (ii) at any time, as soon as they are aware of any information which, if made public, would be liable to affect the share price, and until such time as the information in question has been made public.The provisions of the Ethics Charter are applicable to all directors of companies affi liated to the Group. This provision applies to the trading of listed shares of all the Group companies.The Extraordinary General Meeting of June 6, 2002 brought the articles of association into line with law No. 2001-420 of May 15, 2001, enabling, in particular, the Board of Directors to decide on one of the two methods of managing the public limited company, namely separating or combining the functions of Chief Executive Offi cer and Chairman of the Board of Directors, this decision being made in the event of any appointment or renewal of the term of offi ce of the Chairman or Chief Executive Offi cer. The management method adopted remains in force until the end of the term of offi ce of the fi rst of these.The Board of Directors, at its meeting of June 5, 2008 ruling in accordance with statutory provisions, decided to continue combining the functions of Chairman and Chief Executive Offi cer.The Board therefore reappointed Vincent Bolloré as Chairman and Chief Executive Offi cer, Cédric de Bailliencourt continuing as Vice-Chairman and Chief Executive Offi cer.Subject to the powers expressly accorded by law to shareholders’ meetings and to the Board of Directors and within the scope of the company object, the Chairman and Chief Executive Offi cer is granted all powers to act in the name of the company in any circumstances.

14.1.2. composition of the board of directorsOn the date of this document, the Board consisted of the following 16 members:

Vincent Bolloré, Chairman and Chief Executive Offi cerDate appointed: December 21, 2006Date of last renewal: June 5, 2008End of term of offi ce: December 31, 2013

Business addressTour Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex

Expertise and management experienceIn industrial management, Chairman of the Bolloré Group since 1981.

Offi ces held in 2009

Corporate offi ces held in French companiesCorporate offi ces held within the Bolloré Group —

Chairman and Chief Executive Offi cer of Bolloré and Bolloré Participations; •

Chairman of the Board of Directors (separate Chairman and Chief Executive) •

of Financière de l’Odet;Chairman of VEPB; •

Chief Executive Offi cer of Omnium Bolloré, Financière V and Sofi bol; •

Director of Batscap, Bolloré, Direct 8, Matin Plus, Direct Soir, Financière •

Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol and VEPB;Permanent representative of Bolloré Participations on the Boards of Directors •

of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen and IER;Permanent representative of Bolloré on the Board of Directors of Bolloré •

Média;Permanent representative of Bolloré Participations on the Supervisory Board •

of Compagnie du Cambodge.

Other corporate offi ces —Chairman of the Board of Directors (separate Chairman and Chief Executive) •

of Havas;Director of Havas, Havas Media France and Natixis; •

Permanent representative of Bolloré on the Board of Fred et Farid. •

Corporate offi ces held in foreign companiesCorporate offi ces held within the Bolloré Group —

Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord •

Sumatra Investissements and Financière du Champ de Mars;Director of BB Group, Champ de Mars Investissements, Financière Nord- •

Sumatra, Plantations des Terres Rouges, SDV Gabon and SDV Sénégal;Acting director of Nord Sumatra Investissements and Financière du Champ de •

Mars;Permanent representative of Bolloré Participations on the Boards of Directors •

of SDV Cameroun, SAFA Cameroun and SDV Congo.

Other corporate offi ces —Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB) and •

Bereby Finances;Director of Centrages, Intercultures, Liberian Agricultural Company (LAC), •

Mediobanca, Plantations Nord-Sumatra Limited, Red Lands Roses, Socfi naf Cy Ltd, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) and Socfi n KCD;Permanent representative of Bolloré Participations on the Boards of Directors •

of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse and Société des Caoutchoucs du Grand Bereby (SOGB);Joint manager of Brabanta. •


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Bolloré and Bolloré Participations; •


of Financière de l’Odet, Havas Media France and Havas;Chairman of Bolloré Production and VEPB; •



Director of Batscap, Bolloré, Bolloré Participations, Direct 8 (previously called •

Bolloré Média), Compagnie des Glénans, Matin Plus (previously called Compagnie de Bangor), Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofibol, Havas Media France, Havas and VEPB;Member of the Supervisory Board of Natixis; •

Permanent representative of Bolloré Participations on the Boards of Directors •

of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen and IER;Permanent representative of Bolloré Participations on the Supervisory Board •

of Compagnie du Cambodge;Permanent representative of Bolloré on the Board of Fred et Farid; •

Permanent representative of Havas on the Board of Médiamétrie. •

Corporate offi ces held in foreign companiesChairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord •

Sumatra Investissements and Financière du Champ de Mars;Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB) and •

Bereby Finances;Director of BB Group, Centrages, Champ de Mars Investissements, Financière •

Nord-Sumatra, Intercultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Socfinaf Cy Ltd, Socfinal, Socfinasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) and Socfi n KCD;Acting director of Nord Sumatra Investissements and Financière du Champ de •

Mars;Permanent representative of Bolloré Participations on the Boards of Directors •

of Bereby Finances, SDV Cameroun, SDV Congo, SAFA Cameroun, Société Camerounaise de Palmeraies, Palmeraies du Cameroun, Société des Palmeraies de la Ferme Suisse and Société des Caoutchoucs du Grand Bereby (SOGB);Manager of Huilerie de Mapangu Sprl. •




of Financière de l’Odet, Direct 8 (previously called Bolloré Média), Matin Plus (previously called Compagnie de Bangor), Direct Soir, Havas Media France and Havas;Chairman of Bolloré Production; •


Director of Batscap, Bolloré, Bolloré Participations, Direct 8 (previously called •

Bolloré Média), Compagnie des Glénans, Matin Plus (previously called Compagnie de Bangor), Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol, Havas Media France and Havas;Member of the Boards of Directors of Natixis and Vallourec (until March 5, •

2007);Permanent representative of Bolloré Participations on the Boards of Directors •


of Compagnie du Cambodge;Permanent representative of Bolloré on the Board of FFL Paris; •

Permanent representative of Havas on the Board of Médiamétrie. •

Corporate offi ces held in foreign companiesChairman of Plantations des Terres Rouges; •

Acting Chairman of Nord Sumatra Investissements; •

Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB) and •

Bereby Finances;Director of BB Group, Centrages, Compagnie Internationale de Cultures, •

Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Financière du Champ de Mars (previously called Socfi n), Socfi naf, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Socfi ninter and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);

Acting Director of Nord Sumatra Investissements; •


of SDV Cameroun and SDV Congo.


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Bolloré (previously called Bolloré •

Investissement) and Bolloré Participations;Chairman of the Board of Directors (separate Chairman and Chief Executive) •

of Financière de l’Odet, Bolloré Média, Compagnie de Bangor, Direct Soir and Havas;Chairman of Bolloré Production; •


Director of Batscap, Bolloré (previously called Bolloré Investissement), Bolloré •

Participations, Bolloré Média, Compagnie des Glénans, Compagnie de Bangor, Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol and Havas;Member of the Boards of Directors of Natixis and Vallourec; •



of Compagnie du Cambodge.





Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Socfi n, Socfi naf, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Socfi ninter and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Acting Director of Nord Sumatra Investissements; •


of SDV Cameroun and SDV Congo.




of Bolloré Investissement, Financière de l’Odet, Bolloré Média and Havas;Chairman of Bolloré Production; •


Director of Batscap, Bolloré Investissement, Bolloré, Bolloré Participations, •

Bolloré Média, Compagnie des Glénans, Financière Moncey, Financière de l’Odet, Havas and Natexis Banques Populaires;Member of the Supervisory Board of Vallourec; •



of Compagnie du Cambodge;Permanent representative of Compagnie du Cambodge on the Supervisory •

Board of Société Financière HR.





Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Socfi n, Socfi naf, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Socfi ninter,


Socfi n Plantations Sendirian Berhad and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Permanent representative of Bolloré Participations on the Boards of Directors •

of SDV Cameroun, SDV Congo, SDV Côte d’Ivoire and Immobilière de la Pépinière;Permanent representative of Bolloré on the Board of Afrique Initiatives. •

Antoine Bernheim, Vice-ChairmanDate appointed: January 14, 1994Date of last renewal: June 5, 2008End of term of offi ce: December 31, 2013

Business addressGenerali France7, boulevard Haussmann75009 Paris

Expertise and management experienceFrom 1967 to 1999, Antoine Bernheim was a banker and senior partner with Lazard Frères.Chairman and Director of Assicurazioni Generali SpA.



Vice-Chairman and Director of Bolloré. •

Other corporate offi ces —Vice-Chairman and Director of LVMH Moët Hennessy Louis Vuitton, LVMH •

Fashion Group and LVMH Finance;Vice-Chairman and member of the Supervisory Board of Financière Jean •

Goujon;Director of Christian Dior, Ciments Français, Generali France, Christian Dior •

Couture and Havas;Member of the Supervisory Board of Eurazeo; •

Chief Executive Offi cer of SFGI. •


None.

Other corporate offi ces —Chairman and Director of Assicurazioni Generali SpA; •

Vice-Chairman of Alleanza Assicurazioni SpA; •

Director of Generali Deutschland Holding AG, Banca della Svizzera Italiana – •

BSI, Generali España Holding SA, Compagnie Monégasque de Banque, Generali Holding Vienna AG, Graafschap Holland, LVMH Inc. and Mediobanca;Vice-Chairman of the Supervisory Board of Intesa Sanpaolo. •


Corporate offi ces held in French companiesVice-Chairman and Director of Bolloré, LVMH Moët Hennessy Louis Vuitton, •

LVMH Fashion Group and LVMH Finance;Vice-Chairman and member of the Supervisory Board of Financière Jean •

Goujon;Director of Christian Dior, Ciments Français, Generali France, Christian Dior •

Couture and Havas;Member of the Supervisory Board of Eurazeo; •


Corporate offi ces held in foreign companiesChairman and Director of Assicurazioni Generali SpA; •


Director of AMB Generali Holding AG, Banca della Svizzera Italiana – BSI, •

Generali España Holding SA, Compagnie Monégasque de Banque, Generali Holding Vienna AG, Graafschap Holland and LVMH Inc.;Member of the Supervisory Board then Director of Mediobanca; •

Vice-Chairman of the Supervisory Board of Intesa Sanpaolo. •




Goujon;Director of Christian Dior, Ciments Français, Generali France and Christian Dior •

Couture;Member of the Supervisory Board of Eurazeo; •





Generali España Holding SA, Compagnie Monégasque de Banque, Generali Holding Vienna AG, Graafschap Holland and LVMH Inc.;Member of the Supervisory Board of Mediobanca; •

Vice-Chairman of the Supervisory Board of Intesa Sanpaolo. •




Goujon;Limited partner of Partena; •

Director of Bolloré, Christian Dior, Ciments Français, Generali France and •

Christian Dior Couture;Member of the Supervisory Board of Eurazeo; •





Generali España Holding SA, Compagnie Monégasque de Banque, Generali Holding Vienna AG, Graafschap Holland, Intesa SpA and Mediobanca.


Corporate offi ces held in French companiesVice-Chairman and Director of Bolloré Investissement and LVMH Moët •

Hennessy Louis Vuitton;Limited partner of Partena; •

Director of Bolloré, Christian Dior, Ciments Français, Generali France and •

Christian Dior Couture;Member of the Supervisory Board of Eurazeo; •





Compagnie Monégasque de Banque, Generali España Holding SA, Generali Holding Vienna AG, Graafschap Holland, Intesa SpA and Mediobanca;Partner of Lazard LLC. •

Comte de Ribes, Vice-ChairmanDate appointed: June 29, 1994Date of last renewal: June 7, 2006End of term of offi ce: December 31, 2011


Expertise and management experienceChairman of the Rivaud Group until 1998.Vice-Chairman of Bolloré.




Chairman and Chief Executive Offi cer of Société Bordelaise Africaine; •

Chairman of the Supervisory Board of Compagnie du Cambodge; •

Honorary Chairman of Société Industrielle et Financière de l’Artois and IER; •

Vice-Chairman of Bolloré; •

Chief Executive Offi cer of Société des Chemins de Fer et Tramways du Var et •

du Gard;Director of Bolloré, IER, Société Bordelaise Africaine and Société Industrielle et •

Financière de l’Artois;Member of the Supervisory Board of Compagnie du Cambodge; •

Permanent representative of Compagnie du Cambodge on the Board of •

Directors of Financière Moncey.

Other corporate offi ces —Member of the Supervisory Board of Banque Jean-Philippe Hottinguer et Cie; •

Director of Ciments Français. •


Chairman of Redlands Farm Holding; •

Vice-Chairman of Financière du Champ de Mars; •

Director of Plantations des Terres Rouges, Financière du Champ de Mars, Nord •

Sumatra Investissements and SFA;Permanent representative of Société Anonyme Forestière et Agricole (SAFA) •

on the Board of SAFA Cameroun.

Other corporate offi ces —Permanent representative of PF Représentation on the Boards of Socfi nasia, •

Socfi nal and Société des Caoutchoucs du Grand Bereby (SOGB).


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Société Bordelaise Africaine; •





du Gard;Director of Bolloré, Ciments Français, IER, Société Bordelaise Africaine and •

Société Industrielle et Financière de l’Artois;Member of the Supervisory Board of Compagnie du Cambodge and Banque •

Jean-Philippe Hottinguer et Cie (previously called HR Banque);Permanent representative of Compagnie du Cambodge on the Board of •


Corporate offi ces held in foreign companiesChairman of Redlands Farm Holding; •

Vice-Chairman of Financière du Champ de Mars (previously called Socfi n); •

Director of Plantations des Terres Rouges, Financière du Champ de Mars •

(previously called Socfi n), Nord Sumatra Investissements and SFA;Permanent representative of Société Anonyme Forestière et Agricole (SAFA) •

on the Board of SAFA Cameroun;Permanent representative of PF Représentation on the Boards of Socfi nasia, •









Société Industrielle et Financière de l’Artois;

Member of the Supervisory Board of Compagnie du Cambodge and Banque •

Jean-Philippe Hottinguer et Cie (previously called HR Banque);Permanent representative of Compagnie du Cambodge on the Board of •



Vice-Chairman of Financière du Champ de Mars (previously called Socfi n); •

Director of Plantations des Terres Rouges, Financière du Champ de Mars •

(previously called Socfi n), Nord-Sumatra Investissements and SFA;Permanent representative of Société Anonyme Forestière et Agricole (SAFA) •










Société Industrielle et Financière de l’Artois;Member of the Supervisory Board of Compagnie du Cambodge and HR •

Banque;Permanent representative of Compagnie du Cambodge on the Board of •



Vice-Chairman of Société Financière des Caoutchoucs (Socfi n); •

Director of Plantations des Terres Rouges, Société Financière des Caoutchoucs •

(Socfi n), Nord-Sumatra Investissements and SFA;Permanent representative of Société Anonyme Forestière et Agricole (SAFA) •







Vice-Chairman of Bolloré Investissement; •


du Gard;Director of Bolloré, Bolloré Investissement, Ciments Français, IER, Société •

Bordelaise Africaine and Société Industrielle et Financière de l’Artois;Member of the Supervisory Board of Compagnie du Cambodge and Société •

Financière HR;Permanent representative of Compagnie du Cambodge on the Board of •



Vice-Chairman of Société Financière des Caoutchoucs (Socfi n) and Socfi n •

Plantations Sdn Bhd;Director of Plantations des Terres Rouges, Société Financière des Caoutchoucs •

(Socfi n), Nord-Sumatra Investissements and SFA;Permanent representative of Société Anonyme Forestière et Agricole (SAFA) •




Cédric de Bailliencourt, Vice-Chairman and Chief Executive Offi cerDate appointed: December 12, 2002Date of last renewal: June 5, 2007End of term of offi ce: December 31, 2012


Expertise and management experienceChief Financial Offi cer of the Bolloré Group since 2008.Vice-Chairman and Chief Executive Offi cer of Bolloré and Chief Executive Offi cer of Financière de l’Odet since December 12, 2002. Joined the Bolloré Group in 1996.



Vice-Chairman and Chief Executive Offi cer of Financière de l’Odet; •

Vice-Chairman and Chief Executive Offi cer of Bolloré; •

Chairman of the Boards of Directors of Compagnie des Tramways de Rouen, •

Financière Moncey and Société des Chemins de Fer et Tramways du Var et du Gard;Chairman and Chief Executive Offi cer of Société Industrielle et Financière de •

l’Artois;Chairman of Sofi bol, Compagnie de Cornouaille, Compagnie de Guénolé, •

Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; •

Director of Bolloré, Bolloré Participations, Compagnie des Tramways de Rouen, •

Financière V, Financière Moncey, Omnium Bolloré, Saga, Sofi bol, Société Industrielle et Financière de l’Artois, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;Permanent representative of Bolloré on the Boards of Batscap and Socotab, •

and of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA).

Other corporate offi ces —Permanent representative of Bolloré on the Board of Directors of Havas; •

Permanent representative of Compagnie du Cambodge on the Supervisory •

Board of Banque Jean-Philippe Hottinguer & Cie.


Chairman of the Board of Directors of Financière de Kéréon; •

Acting Director of Financière de Kéréon; •

Director of African Investment Company, Arlington Investissements, Elycar •

Investissements (previously called Carlyle Investissements), Champ de Mars Investissements, Financière Nord-Sumatra, Cormoran Participations, Dumbarton Invest, Latham Invest, Financière du Champ de Mars, Forestière Équatoriale, BB Group, PTR Finances, Peachtree Invest, Renwick Invest, SFA, Sorebol, Swann Investissements and Technifi n;Permanent representative of Bolloré Participations on the Boards of Plantations •

des Terres Rouges and Nord Sumatra Investissements.

Other corporate offi ces —Permanent representative of Bolloré Participations on the Boards of Socfi nasia, •

Intercultures, Socfinde, Terrasia, Socfinal, Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, Sogescol, Agro Products Investment Company and Red Lands Roses.


Corporate offi ces held in French companiesVice-Chairman and Chief Executive Offi cer of Financière de l’Odet; •



Financière Moncey and Société des Chemins de Fer et Tramways du Var et du Gard;Chairman and Chief Executive Offi cer of Société Industrielle et Financière de •

l’Artois;

Chairman of Sofi bol, Compagnie de Cornouaille, Compagnie de Guénolé, •

Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine (formerly Bolloré Médias Investissements), Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; •


Financière V, Financière Moncey, Omnium Bolloré, Sofi bol, Société Industrielle et Financière de l’Artois, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;Permanent representative of Bolloré Participations on the Board of Compagnie •

des Glénans, of Bolloré on the Boards of Batscap, Havas and Socotab, of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA), and of Compagnie du Cambodge on the Supervisory Board of Banque Jean-Philippe Hottinguer & Cie.

Corporate offi ces held in foreign companiesDirector of African Investment Company, Arlington Investissements, Carlyle •

Investissements, Champ de Mars Investissement, Financière Nord Sumatra, Cormoran Participations, Dumbarton Invest, Latham Invest, Financière du Champ de Mars, Forestière Équatoriale, BB Group, PTR Finances, Peachtree Invest, Renwick Invest, SFA, Sorebol, Swann Investissements and Technifi n;Permanent representative of Bolloré Participations on the Boards of Socfi nasia, •

Intercultures, Socfi nde, Terrasia, Socfi nal, Induservices SA, Plantations des Terres Rouges, Centrages, Immobilière de la Pépinière, Socfi nco, Sogescol, Nord Sumatra Investissements, Agro Products Investment Company and Red Lands Roses.


Corporate offi ces held in French companiesVice-Chairman and Chief Executive Offi cer of Financière de l’Odet; •



Financière Moncey and Société des Chemins de Fer et Tramways du Var et du Gard (since December 6, 2007);Chairman and Chief Executive Offi cer of Société Industrielle et Financière de •

l’Artois (since December 6, 2007);Chairman of Sofi bol, Compagnie de Guénolé, Compagnie de Guilvinec, •

Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; •


Financière V, Financière Moncey, Omnium Bolloré, Sofi bol, Société Industrielle et Financière de l’Artois, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;Permanent representative of Bolloré Participations on the Board of Compagnie •

des Glénans, of Bolloré on the Boards of Batscap, Havas and Socotab, of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA), of Plantations des Terres Rouges on the Board of Compagnie du Cambodge, of PTR Finances on the Board of Castelway, and of Compagnie du Cambodge on the Supervisory Board of Banque Jean-Philippe Hottinguer & Cie.


Investissements, Cormoran Participations, Dumbarton Invest, Latham Invest, Forestière Équatoriale, BB Group, PTR Finances, Peachtree Invest, Renwick Invest, Sorebol, Swann Investissements and Technifi n;Permanent representative of Sofimap on the Board of Société Havraise •

Africaine de Négoce (SHAN).


Corporate offi ces held in French companiesChief Executive Offi cer of Financière de l’Odet; •


Chairman of Sofi bol, Compagnie de Guénolé, Compagnie de Guilvinec, •

Compagnie de Locmaria, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;


Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; •

Director of Bolloré, Bolloré Participations, Financière V, Omnium Bolloré, •

Sofi bol, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;Permanent representative of Bolloré Participations on the Board of Compagnie •

des Glénans, of Bolloré on the Boards of Havas, Socotab and Financière Moncey, of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA), of Plantations des Terres Rouges on the Board of Compagnie du Cambodge, of PTR Finances on the Board of Castelway, and of Compagnie du Cambodge on the Board of HR Banque.


Investissements, Cormoran Participations, Dumbarton Invest, Latham Invest, Forestière Équatoriale, BB Group, PTR Finances, Peachtree Invest, Renwick Invest, Sorebol, Swann Investissements and Technifi n;Permanent representative of Sofimap on the Board of Société Havraise •



Corporate offi ces held in French companiesChief Executive Offi cer of Bolloré Investissement and Financière de l’Odet; •

Chairman of Sofi bol, Compagnie de Guénolé, Compagnie de Guilvinec, •

Compagnie de Locmaria, Financière de Beg Meil, Financière de Bréhat, Financière de Loctudy, Financière du Perguet, Financière de Pont-Aven and Imperial Mediterranean;Manager of Socarfi and Financière du Loch; •

Director of Bolloré Investissement, Bolloré Participations, Financière de l’Odet •

and Société des Chemins de Fer et Tramways du Var et du Gard;Permanent representative of Bolloré on the Boards of Equity Finance, Batscap, •

Financière Moncey and Kerné Finance, of Bolloré Participations on the Boards of Bolloré and Compagnie des Glénans, of Bolloré Investissement on the Board of Havas, of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA), of Plantations des Terres Rouges on the Board of Compagnie du Cambodge, and of PTR Finances on the Board of Castelway.

Corporate offi ces held in foreign companiesDirector of Arlington Investissements, Carlyle Investissements, Dumbarton •

Invest, Latham Invest, Forestière Équatoriale, Dafci Cameroun, BB Group, PTR Finances, Peachtree Invest, Renwick Invest, Sorebol, Swann Investissements and Technifi n;Permanent representative of Sofimap on the Board of Société Havraise •


Yannick BolloréDate appointed: June 10, 2009End of term of offi ce: December 31, 2014

Business addressTour Bolloré31/32, quai de Dion-Bouton92811 Puteaux Cedex

Expertise and management experienceGraduate of the university of Paris-IX Dauphine.Director of Programming at the digital terrestrial TV station Direct 8 since July 2006.Chief Executive Offi cer of the television, Internet and diversifi cation division at Bolloré Média since November 2008.Chief Executive Offi cer of Bolloré Média since 2009.



Chief Executive Offi cer of Bolloré Média and Direct 8; •

Chairman of Direct Productions; •

Director of Bolloré, Bolloré Média, Bolloré Participations, Direct 8, Financière •

V, Omnium Bolloré and Sofi bol;Permanent representative of Socfrance on the Board of Directors of Financière •

de l’Odet.

Other corporate offi ces —Permanent representative of Havas on the Board of Médiamétrie. •


None.

Other corporate offi ces —Director of Senegal Hotels and Loisirs Hotels Casamance. •


Corporate offi ces held in French companiesChief Executive Offi cer of Direct 8; •

Director of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol; •

Permanent representative of Socfrance on the Board of Directors of Financière •

de l’Odet.

Corporate offi ces held in foreign companiesDirector of Senegal Hotels and Loisirs Hotels Casamance. •


Corporate offi ces held in French companiesDirector of Programming at Direct 8; •

Director of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol; •

Permanent representative of Socfrance on the Board of Directors of Financière •

de l’Odet.



Corporate offi ces held in French companiesDirector of Programming at Direct 8; •

Manager of WY Productions; •

Director of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol. •



Corporate offi ces held in French companiesManager of WY Productions; •

Director of Bolloré Participations. •


Cyrille BolloréDate appointed: June 10, 2009End of term of offi ce: December 31, 2014

Business addressTour Bolloré31/32, quai de Dion-Bouton92811 Puteaux Cedex

Expertise and management experienceGraduate of the university of Paris-IX Dauphine (Master (Msc) of Management and Economics – Major in Finance).Deputy Manager of Supplies and Logistics of Bolloré Énergie since November 2007.Manager of Supplies and Logistics of Bolloré Énergie since December 2008.



Director of Bolloré, Bolloré Participations, Financière V, Omnium Bolloré and •

Sofi bol;Manager of Supplies and Logistics of Bolloré Énergie. •


Other corporate offi ces —Member of the Executive Committee of “Dépôt Pétrolier de Lorient SAS”; •

Member of the Executive Committee of “Entrepôt Pétrolier de Chambéry •

SAS”;Member of the Executive Committee of “Société du Dépôt de La Pallice •

SAS”;Member of the Board of Management of “Société des Pipelines de Strasbourg •

SARL”.


None.

Other corporate offi ces —None.


Corporate offi ces held in French companiesDirector of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol; •

Manager of Supplies and Logistics of Bolloré Énergie. •

Corporate offi ces held in foreign companiesNone.


Corporate offi ces held in French companiesDirector of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol. •



Corporate offi ces held in French companiesDirector of Bolloré Participations, Financière V, Omnium Bolloré and Sofi bol. •



Corporate offi ces held in French companiesDirector of Bolloré Participations. •


Hubert FabriDate appointed: June 7, 2006End of term of offi ce: December 31, 2011

Business addressCentrages2, place du Champ de Mars1050 Bruxelles – Belgium

Expertise and management experienceCompany director



Vice-Chairman of the Supervisory Board of Compagnie du Cambodge; •

Member of the Supervisory Board of Compagnie du Cambodge; •

Director of Bolloré, Financière Moncey, Financière de l’Odet, Société Anonyme •

Forestière et Agricole (SAFA) and Société Industrielle et Financière de l’Artois.



Vice-Chairman of Plantations des Terres Rouges; •

Director of Champ de Mars Investissements, Financière Nord-Sumatra, •

Financière du Champ de Mars, Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra Investissements and Plantations des Terres Rouges.

Other corporate offi ces —Chairman and Chief Executive Offi cer of Socfi nasia; •

Chairman of the Board of Directors of Be-fi n, Intercultures, Induservices SA, •

Mopoli, Palmeraies du Cameroun, Socfi nde, Socfi nal, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Immobilière de la Pépinière, Socfi nco, Centrages, Plantations Nord Sumatra Ltd, Socfi naf Cy Ltd and Liberian Agricultural Company (LAC);Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB); •

Director of Mopoli Luxembourg, Okomu Oil Palm Company, Socfi n KCD, •

Socfi ndo, Induservices SA, Socfi nal and Terrasia;Joint Manager of Brabanta; •

Permanent representative of PF Representation on the Boards of Société des •

Palmeraies de la Ferme Suisse, Red Lands Roses and Société Camerounaise de Palmeraies (Socapalm).


Corporate offi ces held in French companiesVice-Chairman of the Supervisory Board of Compagnie du Cambodge; •


Forestière et Agricole (SAFA), Société Industrielle et Financière de l’Artois and Terres Rouges Consultants;Member of the Supervisory Board of Compagnie du Cambodge; •

Permanent representative of Financière V on the Board of Directors of •

Compagnie des Glénans.

Corporate offi ces held in foreign companiesChairman of the Board of Directors of Be-fin, Centrages, Compagnie •

Internationale de Cultures, Immobilière de la Pépinière, Induservices, Liberian Agricultural Company (LAC), Mopoli, Palmeraies du Cameroun (Palmcam), Socfi nal, Socfi naf Cy Ltd, Socfi nasia, Socfi nco and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB); •

Director of Champ de Mars Investissements, Financière Nord-Sumatra, •

Financière du Champ de Mars, Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra Investissements, Plantations Nord-Sumatra Ltd, Plantations des Terres Rouges, Mopoli Luxembourg, Socfi nde, Socfi ndo, Terrasia, Okomu Oil Palm Cy and Socfi n KCD;Permanent representative of PF Representation on the Boards of Société des •









Internationale de Cultures, Immobilière de la Pépinière, Induservices, Liberian Agricultural Company (LAC), Mopoli, Palmeraies du Cameroun (Palmcam), Socfi nal, Socfi naf Cy Ltd, Socfi nasia, Socfi nco and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB); •

Director of Financière du Champ de Mars, Forestière Équatoriale, SAFA •

Cameroun, Nord-Sumatra Investissements, Plantations Nord-Sumatra Ltd, Plantations des Terres Rouges, Mopoli Luxembourg, Socfi nde, Socfi ndo, Terrasia, Okomu Oil Palm Cy and Socfi n KCD;Permanent representative of PF Representation on the Boards of Société des •










Internationale de Cultures, Immobilière de la Pépinière, Induservices, Liberian Agricultural Company (LAC), Mopoli, Palmeraies du Cameroun (Palmcam), Socfi n, Socfi nal, Socfi naf Company Ltd, Socfi nasia, Socfi nco, Socfi ninter and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB); •

Director of Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra •

Investissements, Plantations Nord-Sumatra Ltd, Plantations des Terres Rouges, Mopoli Luxembourg, Socfinde, Socfindo, Terrasia and Okomu Oil Palm Company;Permanent representative of PF Représentation on the Boards of Société des •









Internationale de Cultures, Immobilière de la Pépinière, Induservices, Liberian Agricultural Company (LAC), Mopoli, Palmeraies du Cameroun (Palmcam), Socfi n, Socfi nal, Socfi naf Company Ltd, Socfi nasia, Socfi nco, Socfi ninter and Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol);Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB); •

Director of Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra •

Investissements, Plantations Nord-Sumatra Ltd, Plantations des Terres Rouges, Mopoli Luxembourg, Socfinde, Socfindo, Terrasia and Okomu Oil Palm Company;Permanent representative of PF Représentation on the Boards of Société des •


Denis KesslerDate appointed: October 14, 1999Date of last renewal: June 5, 2007End of term of offi ce: December 31, 2012

Business addressScor1, avenue du Général-de-Gaulle92074 Paris-la Défense Cedex

Expertise and management experienceManagement training.Chairman and Chief Executive Offi cer of Scor and Chief Executive Offi cer of AXA.



Director of Bolloré. •

Other corporate offi ces —Chairman and Chief Executive Offi cer of Scor SE; •

Chairman of Scor Global P&C SE and Scor Global Life SE; •

Director of BNP Paribas SA, Dassault Aviation and Fonds Stratégique •

d’Investissement;Observer of Financière Acofi SA and Gimar Finance & Cie SCA. •


None.

Other corporate offi ces —Chairman of Scor Global Life US Re Insurance Company, Scor Global Life Re •

Insurance Company of Texas, Scor Reinsurance Company, Scor US Corporation and Scor Holding (Switzerland) AG;Director of Dexia SA, Invesco Ltd and Scor Canada Reinsurance Company; •

Member of the Supervisory Board of Yam Invest NV. •


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Scor SE; •

Chairman of Scor Global P&C SE; •

Director of Bolloré, BNP Paribas, Dassault Aviation, Fonds Stratégique •

d’Investissement and Scor Global Life SE;Observer of Financière Acofi SA and Gimar Finance & Cie SCA. •

Corporate offi ces held in foreign companiesChairman of Scor Global Life US Re Insurance Company, Scor Global Life Re •

Insurance Company of Texas, Scor Reinsurance Company, Scor US Corporation and Scor Holding (Switzerland) AG;Director of Dexia SA, Invesco Ltd and Scor Canada Reinsurance Company; •

Member of the Supervisory Board of Yam Invest NV. •


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Scor SE; •

Chairman of Scor Global Life SE (formerly Scor Vie) and Scor Global P&C SE; •

Director of Bolloré, BNP Paribas and Dassault Aviation; •

Member of the Supervisory Board of Cogedim SAS (until July 6, 2007); •

Observer of Financière Acofi (formerly FDC SA) and Gimar Finance et •

Compagnie SCA;Permanent representative of Fergascor on the Board of SA Communication et •

Participation (until October 15, 2007).

Corporate offi ces held in foreign companiesChairman of Scor Holding (Switzerland) AG (since August 30, 2007), Scor •

Global Life US Re Insurance Company, Scor Reinsurance Company, Scor US Corporation and Scor Italia Riassicurazioni SpA (until August 3, 2007);Director of Invesco Plc (formerly Amvescap Plc), Dexia SA and Scor Canada •

Reinsurance Company;Member of the Supervisory Board of Scor Deutschland (until August 16, 2007) •

and Scor Global Life Rückversicherung AG (until August 28, 2007).


Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Scor; •

Chairman of Scor Global Life (formerly Scor Vie) and Scor Global P&C; •

Director of Bolloré, BNP Paribas and Dassault Aviation; •

Member of the Supervisory Board of Cogedim SAS; •

Observer of Financière Acofi (formerly FDC SA) and Gimar Finance et Cie •

SCA;Permanent representative of Fergascor on the Board of SA Communication et •

Participation.

Corporate offi ces held in foreign companiesChairman of Scor Life US Re Insurance Company, Scor Reinsurance Company, •

Scor US Corporation and Scor Italia Riassicurazioni SpA;Director of Amvescap Plc, Dexia and Scor Canada Reinsurance Company; •

Member of the Supervisory Board of Scor Deutschland and Scor Global Life •

Rückversicherung AG.



Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Scor; •

Chairman of Scor Vie; •

Director of Bolloré Investissement, BNP Paribas and Dassault Aviation; •

Member of the Supervisory Board of Cogedim SAS; •

Observer of Financière Acofi (formerly FDC SA) and Gimar Finance et Cie •

SCA;Permanent representative of Fergascor on the Board of SA Communication et •

Participation.

Corporate offi ces held in foreign companiesChairman of Scor Life US Re Insurance Company, Scor Reinsurance Company, •

Scor US Corporation, Commercial Risk Re-Insurance Company, Commercial Risk Partners Limited, Commercial Risk Reinsurance Company Limited, Investors Insurance Corporation, Investors Marketing Group Inc. and Scor Italia Riassicurazioni SpA;Director of Amvescap Plc, Dexia and Scor Canada Reinsurance Company; •

Member of the Supervisory Board of Scor Deutschland. •

Jean-Paul ParayreDate appointed: October 19, 1994Date of last renewal: June 5, 2008End of term of offi ce: December 31, 2013

Business addressVallourec27 ter, avenue du Général-Leclerc92100 Boulogne

Expertise and management experienceChairman of the Board of Directors of PSA Peugeot Citroën 1977-1984.Chief Executive Offi cer, then Chairman of the Board of Directors of Dumez 1984-1990.Vice-Chairman and Chief Executive Offi cer of Lyonnaise des Eaux-Dumez 1990-1992. Vice-Chairman and Chief Executive Offi cer of Bolloré 1994-1999.Chairman and Chief Executive Offi cer of Saga 1996-1999.


Corporate offi ces held in French companies

Corporate offi ces held within the Bolloré Group —Director of Bolloré. •

Other corporate offi ces —Chairman of the Supervisory Board of Vallourec and Stena Maritime; •

Member of the Supervisory Board of Peugeot, Vallourec and Stena •

Maritime;Director of SNEF. •

Corporate offi ces held in foreign companies

Corporate offi ces held within the Bolloré Group —None.

Other corporate offi ces —Manager B of Stena International Sarl. •


Corporate offi ces held in French companiesChairman of the Supervisory Board of Vallourec and Stena Maritime; •


Maritime;Director of Bolloré and SNEF. •

Corporate offi ces held in foreign companiesManager B of Stena International Sarl. •





Corporate offi ces held in foreign companiesManager B of Stena International Sarl. •





Corporate offi ces held in foreign companiesMember of the Advisory Board of V&M. do Brasil; •

Director of Stena International Sarl. •




Maritime;Director of Bolloré Investissement and SNEF. •

Corporate offi ces held in foreign companiesMember of the Advisory Board of V&M. do Brasil; •

Director of SDV Cameroun (until October 2005), Stena International BV and •

Stena Line (until June 2005).

Georges PébereauDate appointed: June 7, 2006End of term of offi ce: December 31, 2011

Business addressMarceau Investissements10-12, avenue de Messine75008 Paris

Expertise and management experienceChief Executive Offi cer then Chairman of Compagnie Générale d’Électricité et d’Alcatel for eighteen years (1968 to 1986).




Other corporate offi ces —Honorary Chairman of Alcatel; •

Chairman of the Supervisory Board of Marceau Finance, Marceau •

Investissements, Messine Développement, Scorimar, Marceau Immo, 1ère Position and Ergelis;Director of Société des Amis du Louvre and Monceau Fleurs. •


None.



Corporate offi ces held in French companiesHonorary Chairman of Alcatel; •

Chairman of the Supervisory Board of Exton Consulting; •

Chairman of the Supervisory Board of Atford Consulting; •


Investissements, Messine Développement, Scorimar and Marceau Immo;Director of Bolloré and Société des Amis du Louvre. •





Chairman of the Supervisory Board of Atemi (until July 10, 2007); •


Investissements, Messine Développement, Scorimar and Palétuvier;Director of Bolloré and Société des Amis du Louvre. •




Chairman of the Supervisory Board of Atemi, Marceau Finance, Marceau •

Investissements, Messine Développement, Scorimar and Palétuvier;Director of Bolloré and Société des Amis du Louvre; •

Member of the Supervisory Board of MIB Développement. •



Corporate offi ces held in French companiesChairman of the Supervisory Board of Atemi, Marceau Finance, Marceau •

Investissements, Messine Développement and Scorimar;Honorary Chairman of Alcatel; •

Director of Bolloré and Société des Amis du Louvre; •

Member of the Supervisory Board of MIB Développement. •


Olivier RousselDate appointed: June 17, 1998Date of last renewal: June 10, 2004End of term of offi ce: December 31, 2009

Business address9, avenue Marie-Jeanne1640 Rhode-Saint-Genèse

Expertise and management experienceSenior manager of numerous industrial and service companies since 1974:Nobel-Bozel, Héli-Union, Éminence and Istac.Chairman of the investment company Acor (1975 to 2006).Director or member of the Supervisory Board of several listed companies: Roussel-Uclaf (1975-1982), Nobel-Bozel (1974-1978) and Carrère Group (since 2000).Director of Bolloré since 1982.



Director of Bolloré, Saga, Financière Moncey and Société Industrielle et •

Financière de l’Artois.

Other corporate offi ces —Chairman of ISTAC SAS; •

Director of Lozé et Associés. •


None.

Other corporate offi ces —Director of Bernard Global Investors, Ltd. •


Corporate offi ces held in French companiesChairman of ISTAC SAS; •

Director of Bolloré, Saga, Financière Moncey, Société Industrielle et Financière •

de l’Artois and Lozé et Associés.

Corporate offi ces held in foreign companiesDirector of Bernard Global Investors, Ltd. •


Corporate offi ces held in French companiesChairman of ISTAC SAS; •

Director of Bolloré, Saga, Financière Moncey, Société Industrielle et Financière •

de l’Artois and Lozé et Associés.

Corporate offi ces held in foreign companiesDirector of Bernard Global Investors, Ltd. •


Corporate offi ces held in French companiesChairman of Acor and ISTAC; •

Director of Bolloré, Saga, Financière Moncey and Société Industrielle et •

Financière de l’Artois;Member of the Supervisory Board of Carrère Group and Alternative Leaders •

France.

Corporate offi ces held in foreign companiesDirector of Bernard Global Loan Investors, Ltd. •


Corporate offi ces held in French companiesChairman of Acor; •

Director and Chief Executive Offi cer of Istac; •

Director of Bolloré Investissement, Bolloré, Saga, Financière Moncey, Société •

Industrielle et Financière de l’Artois, Acacia Films and Lozé et Associés;Member of the Supervisory Board of Carrère Group, Alternative Leaders France •

and Atemi.

Corporate offi ces held in foreign companiesDirector of Bernard Global Loan Investors, Ltd. •

Michel RoussinDate appointed: June 7, 2006End of term of offi ce: December 31, 2011

Business addressVeolia38, avenue Kléber75016 Paris

Expertise and management experienceVice-Chairman of the Bolloré Group from 1999 to 2009. Before that, Chairman of SAE International (Groupe Eiffage).




Other corporate offi ces —Director of the Office national des anciens combattants et victimes de •

guerre.


Chairman of the Board of Directors of Sofi b; •

Director of Bolloré Africa Logistics Côte d’Ivoire, SDV Cameroun and Sofi b; •

Permanent representative of SDV Mining Antrak Africa on the Board of SDV •

Congo;Permanent representative of Socopao on the Board of Saga Cameroun. •

Other corporate offi ces —Director of Comilog • (Compagnie Minière de l’Ogoué).



Corporate offi ces held in French companiesChairman and Chief Executive Offi cer of Société Anonyme Forestière et •

Agricole (SAFA);Director of Bolloré, Saga, Société Anonyme Forestière et Agricole (SAFA) and •

Offi ce national des anciens combattants et victimes de guerre;

Corporate offi ces held in foreign companiesChairman of the Board of Directors of Camrail, Sitarail and Société Ferroviaire •

Ivoiro-Burkinabè (Sofi b);Director of Camrail, Forestière Équatoriale, Saga Cameroun, SDV-Saga Côte •

d’Ivoire, SDV Cameroun, SDV Congo, SDV Sénégal, SDV Gabon, Sitarail, Sofi b, Comilog (Compagnie Minière de l’Ogoué) and Sorebol.



Agricole (SAFA);Director of Bolloré, Saga, Société Anonyme Forestière et Agricole (SAFA), •

Sofema and Offi ce national des anciens combattants et victimes de guerre;Member of the Supervisory Board of Assurances et Conseils Saint-Honoré (until •

March 29, 2007).







Sofema and Offi ce national des anciens combattants et victimes de guerre;Member of the Supervisory Board of Assurances et Conseils Saint-Honoré. •







Sofema and Offi ce national des anciens combattants et victimes de guerre;Member of the Supervisory Board of Assurances et Conseils Saint-Honoré. •

Corporate offi ces held in foreign companiesChairman of the Board of Directors of Sitarail and Société Ferroviaire Ivoiro- •

Burkinabè (Sofi b);Director of Forestière Équatoriale, Saga Cameroun, Saga Côte d’Ivoire, SDV •

Cameroun, SDV Congo, SDV Sénégal, SDV Côte d’Ivoire, SDV Gabon, Sitarail, Sofi b, Comilog Compagnie Minière de l’Ogoué and Sorebol.

François ThomazeauDate appointed: March 22, 2007Date of last renewal: June 5, 2008End of term of offi ce: December 31, 2013

Business addressAllianz France87, rue de Richelieu75002 Paris

Expertise and management experienceActing Chief Executive Offi cer of Allianz France (previously called AGF SA) (since January 1, 2006).




Other corporate offi ces —Director and Acting Chief Executive Offi cer of Allianz France; Director and •

Acting Chief Executive Offi cer of AGF Holding (until June 17, 2009);Chairman and Chief Executive Offi cer of Allianz France International (previously •

AGF International);Chief Executive Offi cer of Allianz Holding France SAS (until November 30, •

2009);Chairman of the Board of Directors of ACAR, Allianz Africa (previously AGF •

Afrique) and Château Larose Trintaudon;Vice-Chairman of the Board of Directors of Locindus; •

Chairman of the Supervisory Board of AGF Private Equity; •

Vice-Chairman of the Supervisory Board of Euler Hermès; •

Director of Allianz Vie (previously AGF Vie) (until December 31, 2009), Allianz •

IARD (previously AGF IART) (until December 31, 2009), Allianz Alternative Asset Management “AAAM”, Allianz Global Investors France, GIE Allianz Investment Management Paris, Carene (until December 17, 2009), Cofi tem-Cofi mur, MAG SAS (previously Mondial Assistance AG) (from November 16 to December 31 2009), Paris Hôtel Roissy Vaugirard, Foncière des 6e et 7e arrondissements and Protexia France;Member of the Supervisory Board of GIE Allianz Informatique (previously GIE •

AGF Informatique) and IDI SCA;Permanent representative of Allianz France on the Board of Directors of Allianz •

Banque (previously called Banque AGF);Observer of NOAM Europe Expansion (Sicav). •


None.

Other corporate offi ces —Chairman of the Board of Directors of Allianz Brasil Seguros (until March 12, •

2009), AGF Holdings UK, AGF Insurance, Allianz Belgium and Compania Colombania de Inversion Colseguros;Vice-Chairman of the Board of Directors of AGF RAS Holding; •

Acting Vice-Chairman of Mondial Assistance AG (until November 16, 2009); •

Director of Thompson Clive (Jersey n° 3) Ltd and Allianz Seguros •

y Reaseguros;Member of the Supervisory Board of Allianz Nederland Groep. •


Corporate offi ces held in French companiesDirector and Acting Chief Executive Offi cer of AGF and AGF Holding; •

Chairman and Chief Executive Offi cer of AGF International; •

Chief Executive Offi cer of Allianz Holding France SAS; •

Chairman of the Board of Directors of ACAR, AGF Afrique and Château Larose •

Trintaudon;Chairman of the Supervisory Board of AGF Private Equity; •


Director of AGF Vie, AGF IART, Allianz Alternative Asset Management, Allianz •

Global Investors France, GIE Allianz Investment Management Paris, Bolloré, Carene, Cofi tem-Cofi mur, Paris Hôtel Roissy Vaugirard, Foncière des 6e et 7e arrondissements and Protexia France;Member of the Supervisory Board of GIE AGF Informatique, IDI SCA and •

Locindus;Permanent representative of AGF on the Board of Directors of Allianz Banque •

(previously called Banque AGF);Observer of NOAM Europe Expansion (Sicav). •


Corporate offi ces held in foreign companiesChairman of the Board of Directors of Allianz Brasil Seguros, AGF Holding UK, •

AGF Insurance, Allianz Belgium and Compania Colombania de Inversion Colseguros;Vice-Chairman of the Board of Directors of AGF RAS Holding; •

Acting Vice-Chairman of Mondial Assistance AG; •

Director of Thompson Clive (Jersey n° 3) Ltd and Allianz Seguros y •

Reaseguros;Member of the Supervisory Board of Allianz Nederland Groep. •


Corporate offi ces held in French companiesDirector and Acting Chief Executive Offi cer of AGF and AGF Holding; •


Chief Executive Offi cer of Allianz Holding France SAS; •

Chairman of the Board of Directors of ACAR, AGF Afrique and Château Larose •

Trintaudon;Chairman of the Supervisory Board of AGF Private Equity; •


Director of AGF Vie, AGF IART, Allianz Alternative Asset Management, Allianz •

Global Investors France, GIE Allianz Investment Management Paris, Bolloré, Carene, Cofi tem-Cofi mur, Paris Hôtel Roissy Vaugirard, Foncière des 6e et 7e arrondissements and Protexia France;Member of the Supervisory Board of GIE AGF Informatique and Locindus; •

Permanent representative of AGF on the Board of Directors of Banque AGF; •

Observer of NOAM Europe Expansion (Sicav). •

Corporate offi ces held in foreign companiesChairman of the Board of Directors of Allianz Brasil Seguros, AGF Holding UK, •

AGF Insurance, Allianz Belgium and Compania Colombania de Inversion Colseguros;Vice-Chairman of the Board of Directors of AGF RAS Holding; •

Acting Vice-Chairman of Mondial Assistance AG; •

Director of Thompson Clive (Jersey n° 3) Ltd and Allianz Seguros •

y Reaseguros;Member of the Supervisory Board of Allianz Nederland Groep. •


Corporate offi ces held in French companiesActing Chief Executive Offi cer of AGF; •


Vice-Chairman of the Board of Directors of ACAR and AGF Afrique; •

Chairman of the Supervisory Board of Private Equity; •

Vice-Chairman of the Board of Directors of Château Larose Trintaudon; •


Acting Director and Chief Executive Offi cer of AGF Holding; •

Director of AGF Asset Management, AGF Vie, AGF IART, AGF Alternative Asset •

Management, Carene, Cofi tem-Cofi mur, PHRV, Foncière des 6e et 7e arrondis-sements and Protexia France;Member of the Supervisory Board of GIE AGF Informatique and Locindus; •

Permanent representative of AGF on the Board of Banque AGF; •

Permanent representative of AGF Holding on the Board of Bolloré; •

Observer of Europe Expansion. •

Corporate offi ces held in foreign companiesChairman of the Board of Directors of AGF Belgium Insurance, AGF Brasil •

Seguros, AGF Holdings UK, AGF Insurance, Compania Colombiana de Inversion Colseguros, Adriatica and Inmobiliara Driavena;Vice-Chairman of the Board of Directors of AGF RAS Holding; •

Acting Vice-Chairman and Director of Mondial Assistance AG; •

Director of Allianz Seguros y Reaseguros and Thompson Clive (Jersey n° 3) •

Ltd;Member of the Supervisory Board of Allianz Nederland Groep. •


Corporate offi ces held in French companiesActing Chief Executive Offi cer of AGF; •


Chairman of the Board of Directors of ACAR, AGF Afrique and Caisse de •

Retraite AGF;Chairman of the Supervisory Board of Private Equity; •

Vice-Chairman of the Board of Directors of Château Larose Trintaudon; •


Acting Director and Chief Executive Offi cer of AGF Holding; •

Director of AGF Asset Management, AGF Vie, AGF IART, AGF Alternative Asset •

Management, Carene, Cofi tem-Cofi mur, PHRV, Foncière des 6e et 7e arrondis-sements, Protexia France and SIIC de Paris;Member of the Supervisory Board of GIE AGF Informatique, Locindus and •

W Finance;Permanent representative of AGF on the Board of Banque AGF; •

Observer of Europe Expansion. •

Corporate offi ces held in foreign companiesChairman of the Board of Directors of AGF Belgium Holding, AGF Brasil •

Seguros, AGF Holdings UK, AGF Insurance, AGF Benelux, Compania Colombiana de Inversion Colseguros, Adriatica and Inmobiliara Driavena;Vice-Chairman of the Board of Directors of AGF RAS Holding; •

Acting Vice-Chairman and Director of Mondial Assistance AG; •

Director of Allianz Seguros y Reaseguros and Thompson Clive (Jersey n° 3) •

Ltd;Member of the Supervisory Board of Allianz Nederland Groep and Arsa BV. •

Bolloré ParticipationsDate appointed: June 29, 1992Date of last renewal: June 10, 2004End of term of offi ce: December 31, 2009Permanent representative: Gilles Alix

Business address (headquarters)Tour Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex



Member of the Supervisory Board of Compagnie du Cambodge; •

Director of Bolloré, Compagnie des Tramways de Rouen, Compagnie des •

Glénans, Financière de l’Odet, IER, Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine and Société Industrielle et Financière de l’Artois.



Director of Nord • Sumatra Investissements, SAFA Cameroun, SDV Cameroun, SDV Congo, Plantations des Terres Rouges and SFA.

Other corporate offi ces —Director of Agro Products Investment Company Limited, Bereby Finances, •

Centrages, Immobilière de la Pépinière, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse, Société des Caoutchoucs du Grand Bereby (SOGB), Red Lands Roses, Compagnie Internationale de Cultures, Induservices, Socfi nal, Socfi nasia, Socfi nde and Terrasia.


Corporate offi ces held in French companiesMember of the Supervisory Board of Compagnie du Cambodge; •




Corporate offi ces held in foreign companiesDirector of Agro Products Investment Company Limited, Bereby Finances, •

Centrages, Immobilière de la Pépinière, Nord Sumatra Investissements, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), SAFA Cameroun, Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse, SDV Cameroun, SDV Congo, Société des Caoutchoucs du Grand Bereby (SOGB), Red Lands Roses, Compagnie Internationale de Cultures, Induservices, Plantations des Terres Rouges, SFA, Socfinal, Socfinasia, Socfinde and Terrasi.






Centrages, Immobilière de la Pépinière, Nord Sumatra Investissements, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), SAFA Cameroun, Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse, SDV Cameroun, SDV Congo, Société des Caoutchoucs du Grand Bereby (SOGB), SDV Côte d’Ivoire, Red Lands Roses, Compagnie Internationale de Cultures, Induservices, Plantations des Terres Rouges, SFA, Socfi nal, Socfi nasia, Socfi nde and Terrasia.



Director of Bolloré (previously called Bolloré Investissement), Compagnie des •

Tramways de Rouen, Compagnie des Glénans, Financière de l’Odet, IER, Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine and Société Industrielle et Financière de l’Artois.





Director of Bolloré, Bolloré Investissement, Compagnie des Tramways de •

Rouen, Compagnie des Glénans, Financière de l’Odet, IER, Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine and Société Industrielle et Financière de l’Artois.



Financière VDate appointed: June 27, 1995Date of last renewal: June 5, 2007End of term of offi ce: December 31, 2012Permanent representative: Thierry Marraud

Business address (headquarters)Tour Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex



Director of Bolloré and Société Anonyme Forestière et Agricole (SAFA). •



None.



Corporate offi ces held in French companiesDirector of Bolloré, Compagnie des Glénans and Société Anonyme Forestière •

et Agricole (SAFA).



Corporate offi ces held in French companiesDirector of Bolloré, Compagnie des Glénans and Société Anonyme Forestière •

et Agricole (SAFA).



Corporate offi ces held in French companiesDirector of Bolloré (formerly Bolloré Investissement), Compagnie des Glénans •

and Société Anonyme Forestière et Agricole (SAFA).



Corporate offi ces held in French companiesDirector of Bolloré Investissement, Bolloré, Compagnie des Glénans and •

Société Anonyme Forestière et Agricole (SAFA).


GROUPAMA SADate appointed: March 31, 2004Date of last renewal: June 5, 2008End of term of offi ce: December 31, 2013Permanent representative: Jean Azéma

Business address (headquarters)8-10, rue d’Astorg75008 Paris





Other corporate offi ces —Chairman of Groupama Investissements; •

Director of Astorg Action Europe, Centaure Bretagne, Centaure Centre- •

Atlantique, Centaure Grand-Est, Centaure Île-de-France, Centaure Midi-Pyrénées, Centaure Nord-Pas-de-Calais, Centaure Paris-Normandie, Centaure Provence-Méditerranée, Centaure Rhône-Alpes, Cofi ntex 6 SA, Compagnie Foncière Parisienne, GIE Autama, GIE Groupama Logistique, GIE Groupama Systèmes d’Information, GIE G20, Groupama Banque, Groupama Chegaray Services, Groupama Asset Management, Groupama Assurance-Crédit, Groupama Épargne Salariale, Groupama Protection Juridique, Groupama Private Equity, Le Vœu Funéraire, Silic and Sidexa;Manager of SCI des Frères Lumière; •

Joint Manager of SCI du Château d’Agassac; •

Founder member of Association Nationale Centaure; •

Member of the Supervisory Board of Rent a Car and Présence Verte; •

Member of GIE Immeubles & Services; •

Member of the Management Board of SCI du Château d’Agassac. •


None.



Corporate offi ces held in French companiesChairman of Groupama Investissements; •

Director of Astorg Action Europe, Centaure Bretagne, Centaure Centre- •

Atlantique, Centaure Grand-Est, Centaure Île-de-France, Centaure Midi-Pyrénées, Centaure Nord-Pas-de-Calais, Centaure Paris-Normandie, Centaure Provence-Méditerranée, Centaure Rhône-Alpes, Cofi ntex 6 SA, Compagnie Foncière Parisienne, Finama Private Equity, GIE Groupama Logistique, GIE Groupama Systèmes d’Information, GIE G20, Groupama Asset Management, Groupama Assurance-Crédit, Groupama Épargne Salariale, Groupama Protection Juridique, Le Vœu Funéraire, Silic, Bolloré and Sidexa;Manager of SCI des Frères Lumière and SCI Groupama les Massues; •



Member of the Supervisory Board of Lagardère SCA, Rent a Car, Présence •

Verte and Banque Finama;Member of GIE Immeubles & Services; •

Member of the Management Board of SCA du Château d’Agassac. •



Corporate offi ces held in French companiesChairman of Groupama Investissements; •

Director of Actions Techno Monde (until November 20, 2007), Ameri-Gan •

(until November 20, 2007), Centaure Bretagne, Centaure Centre-Atlantique, Centaure Grand-Est, Centaure Île-de-France, Centaure Midi-Pyrénées, Centaure Nord-Pas-de-Calais, Centaure Paris-Normandie, Centaure Provence-Méditerranée, Centaure Rhône-Alpes, Cofi ntex 6 SA, Compagnie Foncière Parisienne, Euro-Gan (until November 20, 2007), Finama Private Equity, France Maintenance Bâtiment, France Gan (until November 20, 2007), Gan Court Terme (until November 20, 2007), Gan Rendement (until November 20, 2007), GIE Groupama Logistique, GIE Groupama Systèmes d’Information, GIE G20, Groupama Asset Management, Groupama Assurance-Crédit, Groupama Chegaray Services, Groupama Épargne Salariale, Groupama Europe Stock, Groupama Japon Stock (until November 20, 2007), Groupama Protection Juridique, Le Vœu Funéraire, Monde Gan (until November 20, 2007), Securi-Gan (until November 20, 2007), Silic, Bolloré and Sidexa;

Manager of SCI des Frères Lumière and SCI Groupama les Massues; •



Member of the Supervisory Board of Lagardère SCA, Rent a Car, Présence •

Verte and Banque Finama;Member of GIE Immeubles & Services; •

Member of the Executive Committee of GIE SG3; •

Member of the Management Board of SCA du Château d’Agassac. •

Corporate offi ces held in foreign companiesDirector of French Marine International Underwriters Ltd (until July 27, •

2007).


Corporate offi ces held in French companiesDirector of Bolloré, Actions Techno Monde, Ameri-Gan, Centaure Aquitaine, •

Centaure Bourgogne, Centaure Bretagne, Centaure Île-de-France, Centaure Midi-Pyrénées, Centaure Nord-Pas-de-Calais, Centaure Paris-Normandie, Centaure Provence-Méditerranée, Centaure Rhône-Alpes, Cofi ntex 6 SA, Compagnie Foncière Parisienne, Euro-Gan, Finama Private Equity, France Maintenance Bâtiment, France Gan, Gan Court Terme, Gan Rendement, Groupama Asset Management, Groupama Assurance-Crédit, Groupama Chegaray Services, Groupama Épargne Salariale, Groupama Europe Stock, Groupama Japon Stock, Groupama Protection Juridique, Le Vœu Funéraire, Monde Gan, Finama Private Equity, Securi-Gan and Silic;Founder member of Association Nationale Centaure; •

Member of the Supervisory Board of Lagardère SCA, Rent a Car, Banque •

Finama and Présence Verte;Chairman of Groupama Investissements; •

Member of the Management Board of SCA du Château d’Agassac; •

Manager of SCI des Frères Lumière and SCI Groupama les Massues; •

Joint Manager of Sidexa and SCI du Château d’Agassac. •

Corporate offi ces held in foreign companiesDirector of French Marine International Underwriters Ltd. •


Corporate offi ces held in French companiesDirector of Bolloré Investissement, Centaure Bourgogne, Centaure Bretagne, •

Centaure Midi-Pyrénées, Centaure Nord-Pas-de-Calais, Centaure Paris-Normandie, Centaure Provence-Méditerranée, Centaure Rhône-Alpes, Sidexa, Actions Techno Monde, Ameri-Gan, Euro-Gan, France Gan, Gan Court Terme, Gan Rendement, Groupama Japon Stock, Monde Gan, Securi-Gan, Centaure Aquitaine, Centaure Île-de-France, Cofintex 6 SA, France Maintenance Bâtiment, Groupama Assurance-Crédit, Groupama Chegaray Services, Groupama Protection Juridique, Le Vœu Funéraire, Compagnie Foncière Parisienne, Groupama Europe Stock, Silic, Finama Private Equity and Groupama Asset Management;Member of the Supervisory Board of Lagardère SCA, Rent a Car, Banque •

Finama and Présence Verte;Chairman of Groupama Investissements; •

Member of the Management Board of SCA du Château d’Agassac; •

Manager of SCI des Frères Lumière and SCI Groupama les Massues. •

Corporate offi ces held in foreign companiesDirector of French Marine International Underwriters Ltd. •

Proposal for the appointment of directors

The Ordinary General Meeting to be held on June 10, 2010 is invited to rule on the appointment of Sébastien Bolloré and Claude Juimo Siewe Monthé as directors for a term of six years, that is to say until the Ordinary General Meeting called to approve the fi nancial statements for the year ended December 31, 2015.

Proposal for the renewal of the term of offi ce of two directors

The Ordinary General Meeting to be held on June 10, 2010 is invited to rule on the renewal of the term of offi ce of Bolloré Participations and Olivier Roussel as directors for a term of six years, that is to say until the Ordinary General Meeting called to approve the financial statements for the year ended December 31, 2015.


14.1.3. family ties among directorsCédric de Bailliencourt, Vice-Chairman and Chief Executive Offi cer is the nephew of Vincent Bolloré, Chairman and Chief Executive Offi cer.Yannick Bolloré and Cyrille Bolloré are the sons of Vincent Bolloré.

14.1.4. convictions for fraud, bankruptcy or public sanctions imposed in the last five yearsTo the best of the company’s knowledge, over the course of the last fi ve years, no member of the Board of Directors:

has been convicted of fraud; •

has been involved in a case of bankruptcy, sequestration of assets or •

liquidation;has been officially charged or punished by the statutory or regulatory •

authorities;has been banned by a court from serving on a Board of Directors, a •

Management Board or a Supervisory Board of a company issuing stock or from acting as Director or Manager of such a company’s affairs.

Michel Roussin was convicted on February 20, 2008, in a case relating to the funding of political parties in the Paris corruption scandals, for active and passive involvement in corruption, for which he received a suspended four-year prison sentence, a fi ne of 80,000 euros and a four-year ban on voting rights and eligibility rights. Michel Roussin has always denied any responsibility for this funding which took place at the end of the 1980s. This conviction does not in any way affect his ability to direct or manage companies.

14.2. conflicts of interestTo the best of the company’s knowledge, on the date of this reference docu-ment there is no potential confl ict of interest between the directors’ duties towards the company and their private interests and/or other duties.


15. PAY AND BENEFITS OF COMPANY OFFICERSTotal gross remuneration and benefi ts in kinds paid during the year to each of the corporate offi cers incumbent on December 31, 2009, by the company itself, by the companies controlled by the company, by the companies controlling the entity in which the offi cer’s mandate was exercised and by the controlled companies, by the company or companies controlling the company in which the offi cer’s mandate was exercised.For details, refer to the AMF recommendation of December 22, 2008 regarding information to be given in reference documents on the pay of company offi cers.

15.1. pay of the managing director

table showing the pay and the options and shares allotted to the managing director

(in euros)2008 fi nancial

year2009 fi nancial

year

Pay owed for the year 2,043,630 1,615,226

Value of options allotted during the year – –

Value of performance shares allotted during the year – –

Total 2,043,630 1,615,226

table showing the pay of the managing director

2008 fi nancial year 2009 fi nancial year

(in euros) Sums owed Sums paid Sums owed Sums paid

Vincent Bolloré, Chairman and Chief Executive Offi cer

Fixed fees 1,992,125 1,992,125 1,562,500 1,562,500

Variable pay – – – –

Extraordinary pay – – – –

Directors’ fees 47,833 47,833 49,054 49,054

Benefi ts in kind 3,672 3,672 3,672 3,672

Total 2,043,630 2,043,630 1,615,226 1,615,226


15.2. pay of the company officers

table showing directors’ fees and other remuneration received by non-executive company officers

(in euros) Sums paid in 2008 Sums paid in 2009

Antoine Bernheim, Vice-ChairmanDirectors’ fees 23,500 23,500Comte de Ribes, Vice-ChairmanDirectors’ fees 30,750 30,900Other remuneration 191,120 197,720Cédric de Bailliencourt, Vice-Chairman and Chief Executive Offi cerDirectors’ fees 52,679 53,488Benefi ts in kind 2,906 2,917Other remuneration(1i) 366,333(1ii) 400,000(1iii)

Yannick BolloréDirectors’ fees – 24,449Benefi ts in kind – 0Other remuneration(4) – 199,999(4i)

Cyrille BolloréDirectors’ fees – 24,449Benefi ts in kind – 0Other remuneration(5) – 120,000Bolloré Participations, represented by Gilles AlixDirectors’ fees 46,662 37,333Shares of profi ts 8,500 0Groupama SA, represented by Jean AzémaDirectors’ fees 23,500 23,500Hubert FabriDirectors’ fees 32,548 32,156Other remuneration(2i) 595,125 162,500(2ii)

Denis KesslerDirectors’ fees 23,500 23,500Financière V, represented by Thierry MarraudDirectors’ fees 27,404 26,125Jean-Paul ParayreDirectors’ fees 17,625 17,625Georges PébereauDirectors’ fees 23,500 23,500Olivier RousselDirectors’ fees 22,201 22,201Michel RoussinDirectors’ fees 26,273 55,821Benefi ts in kind 2,906 972Other remuneration(3) 326,100 204,888François ThomazeauDirectors’ fees 23,500 23,500Total 1,866,632 1,731,043

(1i) Cédric de Bailliencourt receives, in particular, pay as an employee of Bolloré.(1ii) Of which 306,333 euros by way of a fi xed share and 60,000 euros by way of a variable share linked to Group profi ts.(1iii) Of which 340,000 euros by way of a fi xed share and 60,000 euros by way of a variable share linked to Group profi ts.(2i) (2ii) The remuneration received by Hubert Fabri comes exclusively from shares of profi ts paid by Financière du Champ de Mars and PTR, companies controlled by Bolloré.(3) Michel Roussin receives pay as an employee of Bolloré.(4) Yannick Bolloré receives pay as an employee of Bolloré Média.(4i) of which 179,999 euros as a fi xed share and 20,000 euros as a variable share linked to growth of the channel Direct 8, and the free papers Direct Matin Plus and Direct Soir.(5) Cyrille Bolloré receives pay as an employee of Bolloré Énergie.


15.3. options to subscribe for or purchase shares allotted or exercised during the yearNo option to subscribe for or purchase shares was allotted to the Managing Director, nor was any such option exercised during the year.

15.4. performance sharesNo performance share was allotted to the Managing Director by the issuer or by any other company in the Group.

15.5. history of the allotment of subscription options

2007 plan

Date of meeting June 7, 2006

Date of the Board of Directors meeting April 6, 2007

Total number of shares that could be subscribed for 1,612,244

Total number of shares that could be subscribed for by company offi cers 172,500

Vincent Bolloré – 137,500

Cédric de Bailliencourt – 20,000

Michel Roussin – 5,000

Comte de Ribes – 5,000

Yannick Bolloré – 5,000

Start of the year for options April 6, 2007

Date of expiry April 6, 2012

Subscription price 148.24 euros

Exercising terms –

Number of shares subscribed for as of December 31, 2009 0

Total number of subscription options cancelled or expired 466,244

Subscription options remaining as of December 31, 2009 1,146,000

15.6. employment contract, specific pensions, severance pay and non-competition clause

2009 fi nancial year Employment contractSupplementary

pension scheme

Benefi ts or allowancesdue or likely to be due as

a result of contract termination or

changes in functionsAllowances relating to a non-competition clause

Yes No Yes No Yes No Yes No

Vincent BolloréChairman of the Board of DirectorsStart date of term of offi ce: 06/05/2008End date of term of offi ce: 12/31/2013 • • • •


16. FUNCTIONING OF GOVERNING AND MANAGEMENT BODIES

16.1. terms of office of directorsAppointment dates and dates of expiry of the directors’ terms of offi ce are given in section 14.1.2.

16.2. information on service contracts binding members of governing and management bodies to the issuer or to one of its subsidiaries and providing for the granting of benefits at the end of such a contractThere is no service contract between the people referred to above.

16.3. information on the audit committee and the remuneration committeeThe Board has no specialist committees, as directors carry out their functions collegially.Under the provisions of the order of December 8, 2008 (instituting the obliga-tion to set up an Audit Committee within companies whose shares are approved for trading on a regulated market), the directors, at a meeting held on April 9, 2009, decided, in view of the nature and structure of the Group, to apply the provisions of Article L. 823-20 1. of the French Commercial Code enabling entities, as defi ned under Article L. 233-16, controlled by a company itself subject to the obligation to set up an Audit Committee, to be exempt from setting up this Committee.As a result, an Audit Committee will be set up within the company Financière de l’Odet, the controlling company, itself subject to the obligation to provide a specialist committee.Details of the structure and powers of the Committee are contained in the Chairman’s report on the composition of the Board and the conditions for the preparation and organisation of its work, and on the internal control and risk management procedures implemented by the company.

16.4. corporate governance regimeCorporate governance is dictated by the French Corporate Governance Code for Listed Companies, a text combining the Afep-Medef report of October 2003, Afep-Medef recommendations on the remuneration of executive company offi cers of listed companies published in January 2007 and Afep-Medef recom-mendations on the remuneration of executive company officers of listed companies whose shares are approved for trading on a regulated market published in October 2008.The meeting of the Board of Directors of December 15, 2008 called to rule on the recommendations made by Afep and Medef in October 2008 decided to follow these recommendations, stating that the company had not introduced golden parachutes or awarded additional pension plans to its offi cers.The Board meeting of April 9, 2009, called to rule on the examining of the company’s position regarding principles of corporate governance set out in the French Corporate Governance Code for Listed Companies of December 2008, noted that corporate governance practices were in line with the recommenda-tions and thereby ensured transparency within the company.However, the directors, given that effective organisation of the Board’s work ensured comprehensive information for the examination of any signifi cant operation, opted to adopt internal rules with the sole aim of facilitating mate-rial involvement in Board meetings.

Moreover, the Board meeting called to rule on the qualifi cation of an inde-pendent director decided:

to do away with the twelve-year length-of-service criterion, believing that the •

length of service of a director bore witness to the recognition of his skills and that it could not, as a single criterion, bring his independence into question;to consider that acting as a director in another company within the Group did •

not bring a director’s independence into question.Thus, the Board is of the opinion that, to qualify as independent, a director must not:

be an employee or executive offi cer of the company, the parent company or •

a company consolidated by it through global integration or have been one during the last fi ve years;be a client, supplier, merchant banker or fi nance banker: •

signifi cant to the company or its Group; —

or for which the company or its Group represent a signifi cant proportion of —

the business;have a close family tie with a company offi cer; •

have been an auditor of the company within the previous fi ve years. •

Of the 16 members of the Board and in accordance with the independence criteria adopted by the Board at its meeting of April 9, 2009, Antoine Bernheim, Hubert Fabri, Denis Kessler, Jean-Paul Parayre, Georges Pébereau, Olivier Roussel, François Thomazeau and the company Groupama qualifi ed as inde-pendent.In addition, the Board, noting that the consolidated report recommended that the term of offi ce of a director did not exceed four years, decided, given the structure of the company’s shareholder body, not to propose to the meeting that the provisions in the articles stipulating a term of offi ce of six years be amended. In addition, the Board decided not to demand that directors hold a signifi cant number of shares, this condition being deemed irrelevant given the current structure of the company.Finally, the Group’s position regarding specialist committees is set out in section 16.3.

16.5. organisation of the board’s work, evaluation of the board’s operation and working methods and rules on the distribution of directors’ feesThe organisation of the Board’s work, evaluation of the Board and the distribu-tion of directors’ fees are described in the Chairman’s report on the internal audit (Annex 2 of this reference document).


17. EMPLOYEES

17.1. information on employees

corporate information The Group’s human resources information systems department organises and supervises the updating of the divisions’ annual corporate indicators and information, in particular the monitoring of workforce numbers.This process is decentralised to the individual companies, thereby allowing the collection of information to be as close as possible to operational fl ows.Within each division, these data are checked by the human resources department and then consolidated and communicated under the responsibility of the central human resources department.To ensure that the information is consistent and reliable, a specifi c reporting tool was developed in 2006, thereby guaranteeing a secure process of updating and checking workforce numbers from one year to the next. It should be noted that certain provisions of the new economic regulations (NRE law) cannot be measured given different local legislation.The corporate indicators set out below have been calculated for fully or proportionately integrated companies of the Bolloré Group.On December 31, 2009, the Bolloré Group had a workforce of 33,010 people employed at 217 legal companies.7,672 employees (or 23.2% of the total workforce) are based in France and 25,338 employees (or 76.8% of the total workforce) work in 62 other countries around the world.

employees as of december 31, 2009

Employees by activity and geographical region

France Europe Africa Asia-Oceania America Total

Transport and logistics 4,997 1,244 18,474 2,677 789 28,181

Industry 985 236 0 23 222 1,466

Fuel distribution 861 96 0 0 0 957

Other 829 2 1,575 0 0 2,406

Total 7,672 1,578 20,049 2,700 1,011 33,010

In percentage terms 23.24 4.78 60.74 8.18 3.06 100.00

Distribution of employees by geographical region

Africa 60.74%

Asia-Oceania8.18%America

3.06%

France 23.24%

Europe 4.78%

Changes in employee numbers

Total2007 2008 2009 2007 2008 2009 2007 2008 2009

France Foreign

32,2

32

33,9

85

33,0

10

23,6

91

25,5

86

25,3

38

8,54

1

8,39

9

7,67

2

Most of the reduction in employee numbers within the Bolloré Group between 2008 and 2009 can be explained by the sale of the papers division.

Employee numbers by category

Men Women Managers Other staff Open-ended employment

contracts (CDI)Fixed-term employment

contracts (CDD) Total

Transport and logistics 20,742 7,439 3,575 24,606 26,208 1,973 28,181

Industry 1,190 276 380 1,086 1,441 25 1,466

Fuel distribution 682 275 128 829 904 53 957

Other 1,661 745 577 1,829 1,760 646 2,406

Total 24,275 8,735 4,660 28,350 30,313 2,697 33,010

In percentage terms 73.54 26.46 14.12 85.88 91.83 8.17 100.00


Distribution of employees by gender

Men74%

Women26%

Distribution of employees by category

Other staff 86%

Managers14%

Distribution of employeesby geographical region

Open-endedcontracts 92%

Fixed-termcontracts 8%

Employee numbers by age

Under 30 years Between 30 and 39 years Between 40 and 49 years 50 years and over Total

Transport and logistics 4,748 9,101 7,669 6,663 28,181

Industry 163 544 442 317 1,466

Fuel distribution 133 210 296 318 957

Other 640 869 585 312 2,406

Total 5,684 10,724 8,992 7,610 33,010

In percentage terms 17.22 32.49 27.24 23.05 100.00

numbers joining and leaving the groupIn 2009, the Bolloré Group took on 3,972 new employees, of which approxi-mately 58% under open-ended contracts.

Recruitment Employee numbers %

Open-ended contract (CDI) 2,291 58

Fixed-term contract (CDD) 1,681 42

Total 3,972 100

A total of 4,841 left the company in 2009.

Departures Employee numbers %

Resignation 1,307 27.00

Expiry of fi xed-term contracts 980 20.25

Dismissals (not redundancies) 357 7.37

Dismissals (redundancies) 491 10.14

Transfer 338 6.98

Retirement 671 13.86

Other reasons 697 14.40

Total 4,841 100.00

trainingIn 2009, of the 33,010 Bolloré Group employees present as of December 31, 2009, 6,871 (or 21%) received training during the course of the year.

Employees trained by category

Men Women Managers Other staff Open-ended employment

contracts (CDI)Fixed-term employment

contracts (CDD) Total

Transport and logistics 3,784 2,166 1,101 4,849 5,625 325 5,950

Industry 543 72 136 479 612 3 615

Fuel distribution 124 28 18 134 149 3 152

Other 74 80 118 36 154 0 154

Total 4,525 2,346 1,373 5,498 6,540 331 6,871

In percentage terms 65.86 34.14 19.98 80.02 95.18 4.82 100.00


the bolloré group’s social commitmentThe Bolloré Group, with some 33,010 staff in 63 countries and a commercial presence in 108 countries, is a major social player.Aware of its social responsibility in the various countries where it operates, the Bolloré Group tries to adopt an approach that is both global and local. To do so, it manages its human resources according to key principles which defi ne the priorities of the entire Group. According to the principle of divisional autonomy, the divisions themselves are responsible for implementing these priorities. Thus, in accordance with specifi c operational and geographical requirements, each division tailors and develops the Group’s social policy through numerous actions across the globe.

coordinating the shared development of the group and its employeesThe Bolloré Group is well aware that its development is directly linked to that of its staff and that their expertise lies at the heart of the Group’s economic success. For these two reasons, the Bolloré Group treats the forecasting and planning of jobs and skills, training and mobility as one of its main priorities and seeks to develop talent throughout the world.

Forecasting skill requirements

The ageing of the working population, which will lead to experienced employees leaving over the next few years, has highlighted the need for companies to fi nd, hold on to and then develop their key members of staff. The management of talented employees, whether they are promising young graduates, well-established managers or executives, is essential if a high-performing company is to achieve its strategic objectives.In this context, it is important for the Bolloré Group to elaborate a strategy in order to manage and develop talented or promising employees.In 2009, the fi rst stage was to defi ne and implement a procedure to identify talented employees. To do this, Group Management in collaboration with each division conducted a management review of employees with potential, focusing mainly on future managers but also looking carefully at high-performing employees with rare or strategic experience in their fi elds. The next stage will involve the implementation of specifi c tools to manage and develop the existing talent, in order to identify the candidates for key posts in the future.

Understanding and developing skills

The link between career management and skills development is identifi ed in individual professional interviews. These discussions are carried out in all divisions of the Group, in which the interests of the company and the interests of those working for it can be brought together. Changes in professional or geographical posting can be discussed and career development can be planned. For employees, this approach is crucial, because their involvement in their company’s development plans motivates them on a daily basis and ensures their long-term loyalty.With a view towards improving career management, the Dedicated terminals division has signed a job and skills forecasting agreement. Under the agreement, the division will draw up job descriptions for all the existing positions within the company, in order to clarify the conditions for applying, the required skills, duties involved and also the prospects for development. By extending this process to include the creation of a framework of skills, the division will also enable more accurate measurement of the gap between an employee’s existing skill level and the abilities required for any given job.

Training in preparation for the skills of tomorrow

Training is crucial to developing skills and increasing the employability of staff. Every year, as it grows, the Bolloré Group invests in human capital, offering its staff training throughout their careers.In 2009, of the 33,010 employees present in the Bolloré Group as of December 31, 2009, 6,871 received training during the course of the year. Nearly 34% of this training was given to women representing 26% of employees, and 80% to non-management staff.In France, in 2009, 5,281,768 euros were spent on 85,798 hours of staff training, 8% less than in 2008. 4,030 employees attended at least one training course during the year (45.90% of employees in France in 2009); average course length was 21 hours per employee. In France, in 2009, 6,491 training courses were provided, of which 68% were to help staff adapt to a post, 19% to enable people to stay in their jobs and 13% to develop employee skills.

In accordance with the policy of autonomous divisional management, the training provided is defi ned by each division. This decentralised management allows coherent training to be provided that is suited to the activities and organisation of each structure.In 2009, the Plastic films division continued its training policy aimed at responding to technological and regulatory developments, and increasing staff mobility. It has implemented a number of initiatives including an on-the-job training and insertion programme, and a system through which trainees and supervisors can give their feedback about the training given. The training programme, 92% of which had been implemented for the training scheduled at the start of the year, is 100% higher than the legal minimum required.The Dedicated terminals division has also put in place an evaluation process that measures the effectiveness of training. Three to four months after training has been given, the training department of IER obtains delayed feedback from employees in relation to any diffi culties they encountered, and also obtains an appraisal report from their supervisors. A comparison of the two sources of feedback allows an evaluation on whether or not training objectives have been fulfi lled, and corrective action to be taken if necessary. A booklet explaining the various forms of training available has also been distributed to all staff, so that employees can take a pro-active approach.The Transportation and logistics in Africa division is continuing to provide three- to four-week language training courses for employees going to English-speaking or Portuguese-speaking countries and on-site training for new employees to familiarise them with the job, procedures and tools.In addition to training plans carried out by the divisions, through the transverse skills department of the internal training division, the Group offers training programmes aimed at all Group employees. In 2009, 372 employees were able to benefi t from this service, equating to 59 sessions delivered on wide-ranging issues such as management, fi nance, communications and offi ce automation. The three “FormaGroups” held in 2009 were attended by 31 trainees from fi ve different continents and have been hugely successful. This is not just down to the quality of the training itself, but also the mixture of cultures, the sharing of visions of the Group and the development of professional networks. This same spirit of community is to be found in Group seminar sessions. Over the course of a single week, around thirty managers from widely varying backgrounds visit head offi ces, industrial sites, delivery docks and logistical platforms to help them understand and share the Group’s wealth of expertise. Once again this year, the divisions of the Bolloré Group have personally invested in the success of this seminar, presenting their activities with great enthusiasm.

Mobility and prospects of professional development

Wishing to encourage its own development and enrich the professional careers of its employees, the Bolloré Group promotes internal mobility in all its forms. With a presence throughout the world and in a highly diverse range of activities, the Group wants to offer its employees not only the chance of promotion up the ladder, but also moves to other countries and other functions.To help internal applicants, the Group has for some years now been publishing job offers via the Jobboard site, an internal messaging system open to all employees.The Plastic fi lms division has decided to promote solidarity among different activities and disciplines, in order to ensure that employees are kept active. Professional mobility has been encouraged by offering internal training programmes and the setting up of learning situations whereby personnel from the Plastic fi lms division can be seconded to other activities undergoing expan-sion, on nearby sites.The Dedicated terminals division, having undergone full-scale internal reor-ganisation due to the new strategic directions, has also supported internal mobility. In order to optimise human resources, certain employees have been offered other positions within the company, which they have then taken up after receiving additional internal and/or external training.The International logistics division has set up a Careers Committee, in addition to the discussions on progress, intended for managers. The aim of the Careers Committee is to reveal and monitor potential, analyse present and future needs, and visualise possible pathways for professional development and mobility.Aware that the development of an international operating culture is a fabulous network for its assets, the Transportation and logistics in Africa division has for some years been increasing the mobility of African managers across the conti-nent. This mobility and promotion policy is implemented each year through annual progress interviews based on job and managerial capabilities.


Recruitment in line with the Group’s development

Although the Group favours internal mobility and promotion above all, it recruits several thousand staff a year to match its growth. In 2009, 3,972 employees joined various companies affi liated to the Group, including 58% on open-ended contracts, and, since 2007, the Group has taken on 16,860 people.The Communication and Media activities, which has grown ever since their creation, took on 211 external staff in 2009 to supplement and enrich its expertise.During 2009, the Transport and logistics in Africa division took part in two international recruitment fairs for Africa. The fairs were an opportunity for the Bolloré Africa Logistics division to meet not only young graduates and managers based in France and Europe, looking to make a break and wishing to continue their careers in Africa, but also their counterparts based in Africa with good knowledge of the local area and the economic reality of international enterprises.Aware that a new employee’s fi rst few months are vital to his or her introduction to and understanding of the Group, the companies use a patronage system. Thus, the culture of the Group and its know-how are passed on by the forming of two-person teams.

Responsible management of temporary staff

To meet temporary increases in activity, the Bolloré Group is obliged to use temporary staff. In 2009, there were 346 temporary workers in France (in terms of a full-time equivalent), down 35% on the 2008 fi gure. These needs are linked to variations and fl uctuations in demand, launches of new products, the need to cope with seasonal events and replacements for unexpected absences.In 2009, the French companies in the Group accounted for 87,663 daysoff work, the main reasons being sickness (64%) and maternity or paternity leave (16%).Communication and Media activities employ temporary staff for certain tech-nical jobs and sometimes uses freelancers. In addition, the daily distribution of the free newspapers Direct Matin Plus and Direct Soir requires the use of part-time staff spread across more than 300 sites in France.

promoting diversity and equal opportunitiesBecause of the diversity of the activities carried out and its international pres-ence, the Group has a range of values, cultures, religions, experiences and know-how that it wants to embrace.The Group sees diversity as a source of complementarity, social balance and wealth in its economic development. Its policy is clear: fi ghting every minute of every day against any form of discrimination or intolerance.

Recruitment refl ecting diversity

The Group’s recruitment policy guarantees equal opportunities and refl ects the diversity of the social environment. This desire is marked by selection methods that objectively assess the abilities of applicants for posts.Under its international development policy, the Group gives priority to local labour with the aim of ensuring sustained development of its activities throughout the world.Accordingly, the Transport and logistics in Africa division gives priority to Africans when it comes to positions of the highest responsibility. The Group calls on the expertise of people from other countries only when nobody from the local area is able to fi ll the post. Thus, in 2009, only 1.59% of experts or senior managers were expatriates.The Group also undertakes not to discriminate in terms of age when it comes to recruitment.The recruitment, integration and professional development of employees, without distinction in relation to culture, nationality, sex, experience and profes-sional background, are a key element of the Group’s development policy.

Increasing diversity

The jobs carried out within the Group are traditionally male-dominated because of the specifi c nature of certain activities such as port handling and the trans-portation and production of plastic fi lms.However, the Group is careful to respect diversity within the company, and fi ghts hard against all forms of discrimination or inequality, by offering all employees of the same ability the same opportunities regardless of their origins, beliefs, opinions, lifestyles, gender, age, ethnic group, nation, race, state of health, handicaps, trade union membership or position as a works representative.

In accordance with this approach, in 2009, the Group decided to continue developing its global policy to combat inequality by negotiating a Group-wide agreement between labour and management, concerning the age pyramid. The aim of the agreement was to increase the number of senior employees, taking into account the conditions for maintaining employees aged 50 and above, and furthering their careers while keeping them motivated.Inter-divisional working groups have been set up to deal with this issue, in order to consider the actions to be taken in 2010 concerning the six areas stipulated by law: the recruitment of older workers, the anticipation of career changes, the improvement of working conditions and prevention of situations of hard-ship, the development of skills, qualifi cations and access to training, the plan-ning of retirement programmes and transition between work and retirement, and the transfer of knowledge and skills and development of tutorship schemes.

Extending equal employment opportunities to disabled people

Entirely in line with its policy of promoting diversity and equal opportunities, the Bolloré Group considers the integration and long-term employment of disabled people as a major social objective. In 2009, there were 117 disabled employees in the Bolloré Group in France. This is still a small number, but the Group is seeking to increase it by taking further steps in this area: recruitment, training, maintenance of jobs and redeployment, subcontracting with the protected and adapted sector.Through this commitment, the Bolloré Group is establishing its approach towards employing the disabled as an act of management, with the aim of welcoming and integrating diversity, improving its response to legal require-ments, and supporting its clients’ social commitments.SDV Logistique Internationale, a pioneer in this fi eld, has chosen to go further, by signing an agreement with Agefi ph (Association for the Management of Resources for the Professional Integration of the Disabled) in March 2009. The company has also set up a dedicated team with the task of implementing action plans intended to promote the integration of disabled people into the workplace between now and 2011. In 2009, this policy resulted in the launch of an internal communications campaign on this subject. To raise managers’ and employees’ awareness of the disabled in the workplace in general, and more specifi cally those working in their company, two publications “Handicap: everyone to work” and “Succeeding together” have been distributed to all employees of SDV LI. Several disabled employees of SDV LI helped to write these publications, the object of which was not only to illustrate the experiences of handicapped people in the workplace, and their daily lives, but also to give an opportunity for their managers, colleagues and HR supervisors to have their say. They are all a testament to the challenges they have faced in making their integration a great success on a human level, thus demonstrating that a handicap is no obstacle to competence. In 2006, 30 employees were registered as disabled at SDV LI. Today, there are 56 disabled employees, confi rming that thanks to these initiatives, attitudes towards disabled people have changed.A number of partnerships have been established with centres providing support through employment and protected workshops, enabling disabled people to join the labour force. The HR division at Bolloré’s head offi ce oversees the replies turning down unsolicited applications, enveloping and the preparation of HR communications that are carried out by these workshops.SDV Logistique Internationale at Marignane has entrusted the Montpellier-based French Paralysis Association with the dismantling and recycling of obsolete IT equipment.

promoting fairnessTo make it more competitive, equitable and motivating, the Group’s payment policy is based on two principles. It has to be both consistent with the results achieved by each division and the practices of the local market, but also channel individual efforts towards the overall performance of the Group.

A consistent and equitable wage policy

In order to offer each member of staff a fair and motivating wage, the Group prefers negotiation between labour and management, resulting in the signing of agreements in most countries.A large part of the Group’s competitiveness and performance depends on its employees’ motivation. Aware that the salary component is a major factor in this motivation, the Group is continuing to personalise its employees’ salaries


with a larger variable portion, in order to link their progression to performance but also to create fairness at team level.The decentralised management of wage policies allows the best possible understanding of the economic realities of the various countries and of the expectations of employees. Thus, in Africa, the wage policy is largely based on health issues for staff and their families.In France, the Group’s wage policy seeks to maintain the staff’s purchasing power at all levels and often uses additional measures for the lowest paid. Furthermore, human resources departments carry out comparative studies of wage levels at different workstations based on surveys of wages policies such as those of Hewitt or Usine nouvelle.Many profi t sharing agreements have been signed, in all divisions, to allow employees to share in the company’s profi ts.

Limiting the impact of downturns or changes in activity on staff pay

In 2009, no French company in the Bolloré Group had to implement a plan to save jobs. However, there were a number of redundancies caused by the economic crisis in several countries.Annualisation systems introduced by certain companies in the Group have meant that wage levels can be smoothed out over the course of the year despite variations in activity.

Rewarding individual performance

The management of individual performance is increasingly being seen as a potential competitive advantage, taking into account its impact on the success of the Group, and a way of attracting and mobilising personnel.The Group favours the development of a variable wage policy based on indi-vidual employee performance. Wages are calculated on the basis of work done and results achieved, on effi ciency in the job and on an assessment of skills.Moreover, numerous companies in the Group have introduced bonuses for managers in positions of responsibility. This variable share is determined at the beginning of the year by combining individual objectives with common Group objectives. It also takes operating margin into account. For those who are not managers, there are also bonus systems linked to individual performance assessed by managers.

Profi t-sharing schemes

The Group also wants its employees to share the benefi ts of its growth and added value. To enable each employee to share in the company’s operating profi ts, 6,536 employees (85% of the workforce in France) were paid a share of these profi ts in 2009.Thus, 14,295,741 euros were paid out under profi t-sharing schemes and the incentive system under French law in 2008. These payments represented 4.90% of the wage bill, which amounted to 293,178,626 euros for the French work-force in 2009, representing a fall of 5% compared to 2008.

Developing the company savings scheme

To be able to provide more effective support to employees, the Group has for some years now been developing a company saving scheme. The diversifi cation of forms of investment offered is one of the assets of the Group’s wage policy. In France, employees can thus benefi t from a wage under the best possible social security and tax conditions by paying the sums they receive under the profi t-sharing scheme or shareholdings into the company savings plan (plan d’épargne d’entreprise, PEE).In 2009, employees paid 4,968,065 euros into the company savings plan, which now has 5,485 members. This system, introduced in 1986, enables employees, with the Group’s help, to become Bolloré shareholders.Most French companies in the Group encourage this saving by offering an attractive top-up. Thus, in 2009, 2,355,602 euros were paid as top-ups to employees in the company savings plan.This year, 14 PERCO and 18 PEE agreements were signed.

Encouraging employees to make provisions for their retirement

Having been asked by employees about their pensions, the Group has, since 2006, been developing a collective pension savings plan (PERCO) aimed at giving employees the opportunity to increase their pension to offset the predicted fall in their income. This device, based on a purely voluntary system, enables employees to increase their pensions at their own rate and according to their own needs, whether in terms of timescale or risk. In France, the

companies in the Group are continuing to introduce this type of savings plan, simultaneously increasing cohesion and social dialogue by virtue of the associ-ated negotiation. Anxious to ensure that their staff are aware of the issues surrounding their retirement, the companies uniformly decided to top up the payments made by their employees and to promote this scheme.956,686 euros were paid in 2009 under this scheme, divided up as follows: 583,323 euros from payments made by employees and 373,363 euros from top-ups by the Group.

Ensuring a high level of social protection

In France, to improve the quality of services offered to employees, a number of companies have introduced health cover schemes and make a signifi cant contribution to costs.Similarly, provident contracts have been provided in order to cover risks of death, disability and incapacity with participation, thus guaranteeing that capital or annuities will be paid to employees in the event of a claim. In foreign subsidi-aries, additional guarantees are also given, taking into account social protection systems in force in the various countries.For 2009, the Bolloré Group has harmonised its providence and health care arrangements for all its France-based companies, and has also improved the level of optical and dental cover.

being open to the rest of the worldIn addition to its social responsibility towards its staff, the Bolloré Group encour-ages its various companies to take part in operations to integrate and look after those in diffi culty. On the strength of its new activities in the fi eld of commu-nication, the Group has decided to increase its openness to the rest of the world and to make a local contribution to cultural, educational and social systems in the countries in which it operates.The Plantations division is also committed to a programme of refurbishing and building social accommodation in order to help the local population.

Mutual support and solidarity

In France, the Group carries out solidarity activities through the Fondation de la 2e chance. Since 1998, the Foundation has been working to help people who have faced extreme hardship and live in precarious situations but with a real desire to get their lives back on track.It offers personal and fi nancial support of up to 8,000 euros for re-entry programmes, and 5,000 euros for training programmes with the aim of achieving a realistic, long-term career plan: skills training, business start-up or recovery.Launched in November 2008, the international company network “Earthtalent”, whose aim is to support personal initiatives and enterprise, has continued its efforts in Asia and America. A new version of the website has been launched, and the most successful projects have been rewarded through competitions where the prizes include fi nancial support, press coverage and training.Handicaps experienced by employees in the workplace can provide an oppor-tunity for a wonderful spirit of solidarity to emerge. At SDV’s air terminal in Roissy, a worker who had suffered a non-work related accident met with the support and solidarity of his colleagues on his return to work. In turn, this positive reaction allowed the employee to regain confi dence and come to terms with his disability.

Participation in the local culture

In accordance with Group policy, the companies provide local sponsorship and take part in community life.The Bolloré Group was one of the partners of the event “Train de la planète”, an itinerant exhibition dedicated to the environment, organised by the Société des Trains Exposition SNCF, that gives everyone a chance to understand, learn about and refl ect on four main themes: the climate, water, energy, and human management of these resources. The Bolloré Group presented its commitment to global issues by means of conferences and videos.It has also launched a number of project-fi nancing initiatives to support the local population. One such example was organised by the Plantations division which has helped to set up community facilities in a number of villages, including TV rooms, schools, sports facilities and clinics, and has also made drinking water available to the locals.


In 2009, the Plastic fi lms division helped to produce the book Entreprendre en Cornouaille in collaboration with the Quimper Chamber of Commerce. The publication, with a foreword by Vincent Bolloré, profi les eighteen leading local personalities.

Introducing young people to the world of work

In order to support the introduction of young people into the world of work and to assure the future of its skills by passing on know-how, the Bolloré Group maintains close relations with schools.It is conscious of the fact that its future will very soon lie in the hands of those who are currently sitting at their school desks, and various divisions are now establishing partnerships with schools.At international level, the Transport and logistics in Africa division has formed a partnership with an African training organisation based in Burkina Faso.As for International logistics, this division has launched a partnership with the international multimedia institute of the Leonardo da Vinci Centre and IFL, the division’s internal training centre, in which students were asked to design a CD-Rom intended to promote the IFL.As a Group that looks beyond its own national borders, it also welcomes young people under the international volunteer scheme (volontariat international à l’étranger, VIE). For example, the International logistics division provides regular training to around a dozen young people in the Asia-Pacifi c region and the Americas.

Providing information on the Group’s trades

To pass on information about its activities and to stimulate the local area, the Plastic fi lms division organises visits to its industrial plants. These visits are aimed at college teachers and at local schools as part of its partnership with the Youth and Enterprise Association. The division also instigated this initiative.The companies in the Group regularly welcome trainees and apprentices, giving them specifi c training to complement their school work.Meanwhile the company SFDM has sponsored a mini-enterprise created by college students aged 14 and 15 as part of the “Career Discovery” programme.

adapting and improving working conditions

Providing fl exible working hours

In France, the Group has applied regulations relating to the reduction of working hours since 1999. Flexible working hours have been introduced if the nature of the activity and the location of the companies so allow.On December 31, 2009, out of a workforce of 7,672 in France, the Group had: 1,125 autonomous managers (or 14.7% of the workforce in France) with an average of 214 working days a year and 357 part-time employees (or 4.65% of the workforce in France). Moreover, 2,051 employees worked overtime in 2009, carrying out a total of 134,078 extra hours.

Preventing accidents in the workplace

A company’s primary responsibility is undoubtedly to ensure the physical safety of its staff. It is the Group’s absolute priority to make sure that all of its staff, subcontractors and partners are safe in the workplace. Specifi c actions taken by each division have meant that the number of workplace accidents in France fell signifi cantly in 2009 (201 compared to 232 in 2008). This improvement is mainly thanks to an increase in the amount spent on hygiene and safety (namely, 6,948,379 euros in 2009). 2,539 employees received risk prevention training during 2009; this represents an increase of 55% compared to 2008. The Group thus delivered 29,856 hours of training on these issues, more than double the amount of the previous year.At the same time, the number of days taken off in France following a workplace accident fell by over 24% compared to 2008.Carrying out an industrial activity, the Plastic fi lms division has a strict safety and accident prevention policy, each year analysing workstation risks and training safety managers in each company.The International logistics division has for some years been pursuing an active policy of risk prevention and safety. A dedicated management group consisting of fi ve operational safety professionals is in charge of carrying out a number of audits and action plans.

The Energy division has made considerable investments in training, in order to prevent industrial risks and accidents. In 2009, the division trained a large number of delivery drivers on eco-driving and preventing road traffi c accidents.

increasing corporate dialogue and internal communicationThe Bolloré Group is increasing its activities in relation to both internal and external growth, each of which requires a suitable approach in terms of human resource management. Each division tries to promote corporate dialogue with staff representatives and to keep its employees informed of the latest company news.

Maintaining and developing corporate dialogue

Convinced that corporate dialogue brings innovation and progress, the Bolloré Group encourages constant, high-quality corporate dialogue. In France, as in numerous other countries, employees working in large industrial or commercial structures are represented by independent trade union organisations or by representatives elected by the staff. Every year, negotiations are entered into and agreements signed by labour and management on numerous issues. 2009 saw the signing of 115 company agreements in France, notably with regard to the employment of older workers, and company savings schemes.The International logistics division signed an agreement on fl exi-time, to allow workers to achieve the right work-life balance.In 2009, the French companies in the Group spent 4,292,879 euros on corpo-rate activities and the running of company committees, that is to say about 1.46% of the gross annual pay of all employees of French companies in the Group.

Keeping employees informed

The Group tries to keep its staff informed of the latest company news. In addition to notices and information from management, a wide range of information for employees is provided in the Group’s newspapers and on its intranet sites. Thus, each division tries to cover the real concerns and issues of relevance to its staff in an internal magazine. Press releases and internal training are also published by these means.In 2009, the Dedicated terminals division overhauled its internal communica-tions system. The monthly updates, sent by email, keep all employees up to speed on results (turnover, orders received, and recent successes), and inform them of trade fairs involving the division.

17.2. share purchase subscription options

17.2.1. during 2008 and 2009The General Meeting of June 5, 2008 authorised the Board of Directors to grant share subscription options to employees and company offi cers of Bolloré and companies connected with Bolloré as provided for in articles L. 225-177 et seq. of the French Commercial Code.The authorisation is for thirty-eight months and cannot give rise to any entitle-ment to subscribe for more than 5% of the share capital.This authorisation was not used during 2008 or 2009.

17.2.2. in previous years

17.2.2.1. Share subscription options granted by Bolloré

The Extraordinary General Meeting of June 7, 2006 authorised the Board of Directors to grant share subscription options to employees and company offi cers of Bolloré and companies connected with Bolloré as provided for in articlesL. 225-177 et seq. of the French Commercial Code. The authorisation is for thirty-eight months and the total number of options granted cannot give rise to any entitlement to subscribe for more than 7% of the share capital.This authorisation was used by the meeting of the Board of Directors of April 6, 2007.


The number, characteristics and price of options valid as of December 31, 2009 were as follows:

Bolloré April 6, 2007 plan


Number of options that could be granted 1,612,244

Number of options granted 1,205,000

Number of recipients 196

Exercise price (in euros) 148.24

Number of shares subscribed for as ofDecember 31, 2009 0

Balance as of December 31, 2009 1,146,000

Life of the plan 5 years

Total period of unavailability 4 years

17.2.2.2. Share subscription options of associated companies

In accordance with the provisions of article L. 225-180 II of the French Commercial Code, the following paragraphs contain details of the share subscription option schemes offered by companies under Bolloré’s direct or indirect majority control.

Bolloré Telecom(Extraordinary General Meeting of July 19, 2007)

Total number of options that could be granted 659,975

Number of options granted 593,977


Balance as of December 31, 2009 593,977

CSTO(Extraordinary General Meeting of December 21, 2004)

Total number of options that could be granted 33,976

Number of options granted 33,976


Balance as of December 31, 2009 16,988

Polyconseil(Extraordinary General Meeting of July 28, 2006)



Balance as of December 31, 2009 1,512,000

17.3. shareholdings and stock options of members of the board of directors and managersAccording to the information in the company’s possession on December 31, 2009, all the Directors owned approximately 0.04% of the company’s capital, and held approximately 0.03% of the voting rights (source: named shareholder list on December 31, 2009, published by Caceis Corporate Trust).

history of the allotment of subscription optionsBoard of Directors, as of April 6, 2007Exercise price: 148.24 eurosLife of the plan: 5 yearsPeriod of unavailability: 4 years

Options

Vincent Bolloré(1) 137,500

Cédric de Bailliencourt 20,000

Comte de Ribes 5,000

Michel Roussin 5,000

Yannick Bolloré 5,000(1) In accordance with the provisions of article L. 225-185 of the French Commercial Code, at its

meeting of April 6, 2007, the Board of Directors decided that Vincent Bolloré would be obliged to keep in his own name, until he leaves offi ce, a number of securities equal to 5% of the quantity of shares resulting from the exercising of options.


17.4. summary of the operations mentioned in article l. 621-18-2 of the french monetary andfinancial code (operations relating to securities of the members of the board of directors carriedout during the year ended december 31, 2009)In accordance with article L. 621-18-2 of the French Monetary and Financial Code and article 223-22 of the AMF general rules, members of the Board of Directors and the Chief Executive Offi cer must disclose operations carried out on their fi nancial instruments where the value of the operations carried out by each of the above persons exceeds 5,000 euros a year.

The following operations were declared in 2009:

Identity of the declaring party Operation dateNature

of operationNumber

of sharesUnit price

(in euros)

Operationamount(in euros)

AMFreference

Financière de l’Odet(1) 01/20/2009 Acquisition 376 81.0000 30,456.00 209D0467


Financière de l’Odet(1) 01/22/2009 Acquisition 7,255 80.9711 587,445.33 209D0469



Financière de l’Odet(1) 01/30/2009 Acquisition 35,808 77.8339 2,787,076.29 209D0721













Nord-Sumatra Investissements(1) 09/01/2009 Acquisition 3,326 117.5539 390,984.27 209D4969

Cédric de Bailliencourt 09/08/2009 Sale 55 119.4950 6,572.23 209D5008(1) Company controlled by Vincent Bolloré.

17.5. employee ownership of the company’s capitalThe percentage of share capital owned by Group employees under the terms of article L. 225-102 of the French Commercial Code is 0.56%.


18. PRINCIPAL SHAREHOLDERS

18.1. information on the shareholding as of march 1, 2010

Bolloré Number of shares %

Number of votes(general regulations

of AMF, art. 222-12 subpara. 2) %

Number of votesthat can be

exercisedat Meetings %

Financière de l’Odet(1) 16,569,932 67.08 29,280,441 76.78 29,280,441 84.08

Société Industrielle et Financière de l’Artois(2) 996,401 4.03 – – – –

Nord-Sumatra Investissements(2) 943,326 3.82 – – – –

Imperial Mediterranean(2) 730,000 2.95 – – – –

Compagnie du Cambodge(2) 640,348 2.59 – – – –

Other Bolloré Group companies 644 NS 684 NS 684 NS

Sub-total of Bolloré Group companies 19,880,651 80.48 29,281,125 76.78 29,281,125 84.08

Public 4,820,500 19.52 5,544,422 14.54 5,544,422 15.92

Difference(3) – – 3,310,075 8.68 – –

Total 24,701,151 100.00 38,135,622 100.00 34,825,547 100.00(1) Controlled directly by Sofi bol, itself controlled indirectly by Vincent Bolloré and his family.(2) Companies holding own shares.(3) Corresponding to shares owned by the companies referred to in (2) deprived of voting rights.

As far as the company is aware, no other shareholder apart from those listed in the table above holds more than 5% of the company’s capital or voting rights.As of December 31, 2009, the number of shareholders entered in their own name was 153, and that of nominee shareholders 109 (source: list of share-holders published by Caceis Corporate Trust).No agreement exists between the company shareholders and the company holds no treasury stock.As of December 31, 2009, there were no registered shares pledged ascollateral.

18.2. voting rightsFollowing the approval of the Extraordinary General Meeting of June 15, 1987, voting rights double those conferred on other shares, and according to the proportion of the capital stock represented, are allocated to all fully paid-up shares in respect of which it can be demonstrated that they have been registered in the name of the same shareholder for at least four years.Shares registered to members by name which, on the occasion of a capital increase by incorporation of reserves, profi ts or issue premiums, have been allotted free of charge to a shareholder in respect of previously held shares giving an entitlement to two votes each, shall themselves confer the same entitlement.This entitlement to two votes automatically ceases in the case of any share converted into a bearer share or disposed of other than by inheritance, liquida-tion of communal estate between husband and wife, or donation inter vivos to a spouse or relative standing in a degree of kinship which renders him/her liable to inherit.The right to two votes may be abolished by a decision of the Extraordinary General Meeting following ratifi cation by the Special Meeting of benefi ciary shareholders.Abolition of this right will be included on the agenda of an Extraordinary General Meeting to be held on June 10, 2010, followed by a Special Meeting of benefi ciary shareholders convened to ratify this decision.


18.3. supervision to which the issuer is subjectThe Bolloré Group is controlled both directly and indirectly by Vincent Bolloré and his family. Corporate governance measures have been introduced and are described in the Chairman’s report on internal control on page 182, in point 16.3 “Audit Committee” and 16.4 “Corporate governance regimes of the company”. In addition, the Board includes eight members who are independent directors.

changes in capital ownership over the past three financial yearsTo the best of the company’s knowledge, the membership situation was as follows and no shareholder other than those listed below held more than 5% of the share capital:

As of March 1, 2007 As of March 6, 2008 As of February 27, 2009

(in percentage terms) Holding

Voting rights (AMF general

rulesart. 223-14)

Voting rights that can be exercised at

meetings Holding

Voting rights (AMF general

rulesart. 223-14)

Voting rights that can be exercised at

meetings Holding

Voting rights (AMF

general rules

art. 223-14)

Voting rights that

can be exercised at

meetings

Financière de l’Odet(1) 52.60 61.03 64.80 65.29 75.01 81.75 67.03 76.74 84.03

Compagnie de Locmaria(2) 6.34 7.74 8.22 – – – – – –

Compagnie de Kerdévot(2) 5.00 5.36 5.69 – – – – – –

Société Industrielle et Financière de l’Artois(3) 4.03 0 – 4.03 – – 4.03 – –

Nord-Sumatra Investissements(3) 0.81 – – 3.81 – – 3.81 – –

Imperial Mediterranean(3) 2.96 – – 2.96 – – 2.96 – –

Compagnie du Cambodge(3) 1.65 – – 1.65 – – 2.59 – –

Bolloré Group sub-total 73.39 74.14 78.71 77.73 75.01 81.75 80.42 76.74 84.03

AGF Vie 6 7.25 7.70 3.01 3.84 4.19 3.01 3.70 4.06

Public 20.61 12.80 13.59 19.26 12.90 14.06 16.57 10.88 11.91

Difference(4) – 5.81 – – 8.25 – – 8.68 –

Total 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

(1) Controlled directly by Sofi bol, itself fully controlled indirectly by Vincent Bolloré and his family.(2) Were controlled directly by Financière de l’Odet, were the subject of a complete transfer of assets and liabilities in 2007.(3) Companies holding own shares.(4) Corresponding to shares owned by the companies referred to in (3) deprived of voting rights.

18.4. agreements that may result in a change of controlNone.

19. TRANSACTIONS WITH RELATED COMPANIES

See note 33 of 20.3 to the consolidated fi nancial statements relating to trans-actions with related companies.See also the special report of the Statutory Auditors dealt with in appendix page 188 of this reference document.

20. FINANCIAL DETAILS OF THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL SITUATION AND OPERATING INCOME

20.1. information included by referenceIn accordance with article 28 of European Commission Regulation (EC) 809/2004, the following information is included by reference in this reference document:

the consolidated fi nancial statements and accompanying Statutory Auditors’ •

report on pages 81 to 136 of the reference document for the fi nancial year ended December 31, 2008, fi led with the AMF on April 30, 2009 under reference D.09-0369;the consolidated fi nancial statements and accompanying Statutory Auditors’ •

report on pages 65 to 126 of the reference document for the fi nancial year ended December 31, 2007, fi led with the AMF on April 30, 2008 under reference D.08-0355.

Both the abovementioned reference documents are available online on the company’s website (www.bollore.com) and on the website of the French Financial Markets Authority (AMF) (www.amf-france.org).Some parts of these documents are not included here, as either they are of no relevance to investment or their subject matter appears elsewhere in this refer-ence document.

20.2. pro forma financial informationNone.


20.3. CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2009

86 Consolidated balance sheet 88 Consolidated income statement 89 Global consolidated income statement 90 Consolidated cash fl ow statement 92 Changes in consolidated shareholders’ equity 93 Notes to the consolidated fi nancial statements 93 General accounting principles – note 1 100 Main changes in scope of consolidation – note 2 101 Comparability of accounts – note 3 102 Notes to the balance sheet – notes 4 to 26 126 Notes to the income statement – notes 27 to 31 131 Other information – notes 32 to 38 136 Consolidated fi nancial statements of the Omnium Bolloré Group under the IFRS – note 39 141 Fees of Statutory Auditors and members of their networks – note 40 142 List of consolidated companies – note 41 150 Statutory Auditors’ report on the consolidated fi nancial statements


CONSOLIDATED BALANCE SHEET

assets

(in thousands of euros) Notes 12/31/2009 12/31/2008

Goodwill 4 1,008,742 990,104

Intangible fi xed assets 5-27 223,136 165,161

Tangible fi xed assets 6-27 986,096 991,382

Investments in equity affi liates 8 970,818 916,786

Other fi nancial assets 9 1,542,092 1,052,685

Deferred tax 31 33,972 29,286

Other assets 10 297 444

Non-current assets 4,765,153 4,145,848

Inventories and work in progress 11 144,890 143,019

Trade and other receivables 12 1,499,816 1,566,739

Current tax 13 87,694 128,344

Other fi nancial assets 9 535 11,597

Other assets 14 19,387 20,695

Cash and cash equivalents 15 489,675 407,884

Current assets 2,241,997 2,278,277

Total assets 7,007,150 6,424,125


liabilities

(in thousands of euros) Notes 12/31/2009 12/31/2008

Share capital 395,218 395,218

Share issue premiums 235,614 235,614

Consolidated reserves 2,213,203 1,664,626

Shareholders’ equity, Group share 2,844,035 2,295,458

Minority interests 231,867 174,601

Shareholders’ equity 16 3,075,902 2,470,059

Long-term fi nancial debt 21 1,127,579 1,087,928

Provisions for employee benefi ts 18 98,386 106,418

Other provisions 17 128,712 105,077

Deferred tax 31 64,958 58,244

Other liabilities 22 23,935 25,102

Non-current liabilities 1,443,570 1,382,769

Short-term fi nancial debt 21 679,128 752,260

Provisions (due within one year) 17 24,246 22,887

Trade and other receivables 23 1,576,430 1,586,711

Current tax 24 176,039 188,870

Other liabilities 25 31,835 20,569

Current liabilities 2,487,678 2,571,297

Total liabilities 7,007,150 6,424,125


CONSOLIDATED INCOME STATEMENT

(in thousands of euros) Notes 2009 2008

Turnover 27-28-29 6,011,063 7,215,716

Goods and services bought in 29 (4,756,195) (6,037,169)

Staff costs 29 (909,540) (895,351)

Depreciation and provisions 29 (180,018) (132,577)

Other operating income 29 127,252 129,331

Other operating expenses 29 (118,874) (136,840)

Operating income 27-28-29 173,688 143,110

Net fi nance expenses 30 (46,786) (69,863)

Capital gains (or losses) in the disposal of shares 30 (4,854) 363,950

Other fi nancial income 30 91,345 92,296

Other fi nancial expenses 30 (76,000) (262,493)

Net financial income 28-30 (36,295) 123,890

Share in net income of affi liated companies 8 72,427 (124,824)

Corporate income taxes 31 (78,753) (57,254)

Net income from ongoing activities 131,067 84,922

Net income from abandoned activities 26 (10,567) (19,382)

Consolidated net income 120,500 65,540

Consolidated net income, Group share 94,465 50,344


profit (loss) per share(1) 16

(in euros) 2009 2008

Net income, Group share

basic – 4.4 2.3

diluted – 4.4 2.3

Group’s share of net income from ongoing activities

basic – 4.9 3.2

diluted – 4.9 3.2

(1) Excluding own shares.


GLOBAL CONSOLIDATED INCOME STATEMENT

(in thousands of euros) 2009 2008

Net consolidated income for the period 120,500 65,540

Other items of global income (net of tax)

Translation adjustment of controlled entities (6,806) (5,046)

Change in fair value of fi nancial instruments of controlled entities 479,922 (863,825)

Other changes in global income(1) 15,314 (15,565)

Total income 608,930 (818,896)

Of which

Group’s share – 567,053 (788,594)

Minorities’ share – 41,877 (30,302)

Of which tax on fair value of fi nancial instruments (4,433) 6,577

(1) Mainly a change in the global income from investments in equity affi liates (of which translation: 17.8 million euros as of December 31, 2009 and –11 million euros as of December 31, 2008).

There has been no transfer from global income to income during the period.In 2008, the disposals of equity shares carried out led to the carrying forward in the income statement of some of the reserves for fi nancial instrument reassessments (IAS 32-39) amounting to 325.2 million euros.

This statement has been added in accordance with the provisions of IAS 1 “Presentation of fi nancial statements”, as amended.


CONSOLIDATED CASH FLOW STATEMENT


Cash fl ow from operations

Group’s share of net income from ongoing activities 104,958 69,578

Minority interests’ share from ongoing activities 26,109 15,344

Consolidated net income from ongoing activities 131,067 84,922

Expenses and income not affecting cash fl ow

elimination of amortisation and provisions – 212,394 239,973

elimination of change in deferred taxes – 257 (2,922)

other income and expenses not affecting cash fl ow or not related to operations – (54,808) 217,147

elimination of capital gains or losses upon disposals – 5,796 (355,925)

Other restatements

net fi nance expenses – 46,786 69,830

income from dividends received – (27,641) (24,993)

corporation tax charges – 76,886 69,784

Dividends received

dividends received from equity affi liates – 27,785 13,733

dividends received from non-consolidated companies – 28,206 25,026

Corporation tax paid (61,589) (71,991)

Effect of change in working capital requirement 67,756 (35,784)

of which inventories and work in progress – (16,349) 5,854

of which payables – 4,699 (74,158)

of which receivables – 79,406 32,520

Net cash fl ow from ongoing operations 452,895 228,800

Cash fl ow from investment activities

Disbursements related to acquisitions

tangible fi xed assets – (181,046) (194,391)

intangible fi xed assets – (86,298) (31,528)

securities and other fi nancial fi xed assets – (152,920) (282,303)

Income from disposal of assets

tangible fi xed assets – 31,863 22,579

intangible fi xed assets – 100 291

securities – 18,095 436,626

other fi nancial fi xed assets – 85,001 10,083

Effect of changes in scope of consolidation on cash fl ow (19,915) (157,247)

Net cash fl ow on investment in ongoing activities (305,120) (195,890)



Cash fl ow from fi nancing activities

Disbursements

dividends paid to parent company shareholders – (23,534) (23,859)

dividends paid to minority interests – (19,318) (23,191)

fi nancial debt repaid – (589,069) (776,288)

Income

increase in shareholders’ equity – 40,513 944

investment subsidies – 1,192 634

increase in fi nancial debt – 594,282 845,437

Net interest paid (51,522) (67,804)

Net cash fl ow on fi nancing operations for ongoing activities (47,456) (44,127)

Effect of exchange rate fl uctuations (3,506) 218

Change of cash fl ow for ongoing activities 96,813 (10,999)

Effect of reclassifi cation to abandoned activities(1) 23,490 732

Opening position(2) 251,832 262,099

Closing position(2) 372,135 251,832

(1) See note 26 – Abandoned activities.(2) See note 15 – Cash and cash equivalents.

Business fl ows

The working capital requirement (WCR) fell by 68 million euros compared to December 2008:

the WCR of the Transportation and logistics business outside Africa fell sharply •

by 46 million euros owing to the reduction in business of nearly 19%. It improved by an average of 4.9 days thanks to the maintaining of customer deadlines and effective control of supplier disbursements;in the geographic area of Africa, the WCR fell by 20 million euros, mainly •

owing to the greater cocoa sales in December 2009;the WCR for the Fuel distribution business increased by 10 million euros, with •

turnover down about 30% (sharp fall in the prices of oil products). The main change has been the fact that stocks have been built back up compared to the very low level of December 2008 and that customer deadlines have improved.

Investment fl ows

Disbursements associated with acquisitions of intangible and tangible fi xed assets mainly relate to the Transportation business in Africa (215.3 million euros). These investments are carried out as part of the development of the Group’s infrastructure on this continent.Investments in securities mainly relate to the acquisition of Vallourec securities (83 million euros) and subscription for increases in capital (30 million euros).

Financing fl ows

Flows from issues and repayments of loans essentially consist of movements associated with the current management of the Group’s fi nancing in relation to Bolloré (issues: 467 million euros/repayments: 383 million euros), and with repayments of a loan of 42 million euros in pounds sterling (GBP) in the International logistics business, and a loan of 12 million euros on the due date with Financière de Sainte-Marine, not renewed.


CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

(in thousands of euros)Number of

shares(1)Share

capital

Share issue

premiums

Own shares

held

IAS 39 fair

valueTranslation

adjustment Reserves

Equity capital, Group

shareMinority interests Total

Shareholders’ equity as of December 31, 2007 22,368,279 395,218 235,614 (233,254)1,211,276 (76,085) 1,736,328 3,269,097 246,316 3,515,413Transactions with shareholders (973,877) (118,564) (31,713) (34,768) (185,045) (41,413) (226,458)Dividends distributed (23,859) (23,859) (16,642) (40,501)Shares in the parent company (change) (973,877) (118,564) (85) (118,649) 321 (118,328)Stock options(3) 14,059 14,059 149 14,208Changes in scope(2) 0 0 (15,377) (15,377)Impact of the consolidation of Aegis according to the equity method (31,713) (21,615) (53,328) (1,282) (54,610)Other changes (3,268) (3,268) (8,582) (11,850)Comprehensive income items (815,942) (15,736) 43,084 (788,594) (30,302) (818,896)Net income for the period 50,344 50,344 15,196 65,540Other comprehensive income items

translation adjustment –of controlled entities (5,062) (5,062) 16 (5,046)change in fair value –of fi nancial instruments of controlled entities (815,942) (2,845) (818,787) (45,038) (863,825)other changes in –comprehensive income changes (10,674) (4,415) (15,089) (476) (15,565)

Shareholders’ equity as of December 31, 2008 21,394,402 395,218 235,614 (351,818) 395,334 (123,534) 1,744,644 2,295,458 174,601 2,470,059Transactions with shareholders (3,326) (2,237) 895 (17,134) (18,476) 15,389 (3,087)Dividends distributed (23,534) (23,534) (13,554) (37,088)Shares in the parent company (change) (3,326) (2,237) 3,460 1,223 (1,614) (391)Stock options(3) 14,076 14,076 132 14,208Changes in scope(2) 895 (894) 1 31,430 31,431Other changes(4) (10,242) (10,242) (1,005) (11,247)Comprehensive income items 466,356 10,285 90,412 567,053 41,877 608,930Net income for the period 94,465 94,465 26,035 120,500Other comprehensive income items

translation adjustment –of controlled entities (6,901) 0 (6,901) 95 (6,806)change in fair value –of fi nancial instruments of controlled entities 466,356 (1,708) 464,648 15,274 479,922other changes in –comprehensive income(5) 17,186 (2,345) 14,841 473 15,314

Shareholders’ equity as of December 31, 2009 21,391,076 395,218 235,614 (354,055) 861,690 (112,354) 1,817,922 2,844,035 231,867 3,075,902

(1) See note 16 – Shareholders’ equity.(2) Contribution of minorities in increases in share capital of consolidated companies and effect of takeovers.(3) Bolloré share subscription option plans, the effect of the share subscription and purchase plan of subsidiaries and holdings is shown under “Other variations”.(4) Mainly includes the effect of changes of opening shareholders’ equity in Aegis (–14.1 million euros) and the effect of the share subscription plans of subsidiaries and shareholdings (of which Havas

for 2.3 million euros and Aegis for 2.2 million euros).(5) Mainly a change in the global income from investments in equity affi liates (of which translation: 17.8 million euros).


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

note 1 – general accounting principles

A – significant eventsWithdrawal from the Papers business

In July 2009, the Bolloré Group sold its Cigarette and Thin Printing Papers business. The Group applied the provisions of IFRS 5 in its half-yearly fi nancial statements of June 30, 2009. According to the provisions of IFRS 5 relating to the presentation of abandoned activities, the net income from this activity was presented under “Net income from abandoned activities” on December 31, 2009. The comparative periods have been restated. See note 26 – Abandoned activities.

Pointe-Noire terminal

Continuing its developments in Africa, the Bolloré Group has obtained a twenty-seven year concession for the Pointe-Noire container terminal in the Congo, with operations having begun in July 2009.

Launch of two new newspapers

On the strength of the growing success of the free daily Direct Matin Plus, the Group launched, at the beginning of 2009, two new free daily newspapers Direct Nice and Direct Toulouse, these companies being consolidated full integration.

Electric batteries

The two factories located in Brittany and Canada began producing batteries at the end of September 2009.

Vallourec

During the fi rst quarter of 2009, the Group increased its shareholding in Vallourec to 5.22% of the capital compared to 2.9% as of December 31, 2008. All of the securities held by the Group have been grouped together in Compagnie de Cornouaille, a fully owned subsidiary of Bolloré.

Cotonou terminal

In August 2009, the Bolloré Group obtained a 25-year concession for the Cotonou port terminal in Benin. Operations are due to begin in 2012. The operational company will be consolidated in 2010 once its legal constitution has been fi nalised.

Togo

Following the settlement of the “Progosa” dispute, the Group recovered owner-ship of securities in the Togolese entities SE2M and SE3M in the 2009 fi nancial year. The expected fi nancial impacts of their reconsolidation were anticipated in the fi nancial statements of December 31, 2009. As work on the adjustment of fi nancial processes was still ongoing when the fi nancial statements were being drawn up, the entities will be consolidated in 2010.

B – accounting principles and valuation methodsB.1 – Company details

Bolloré is a joint-stock company incorporated under French law and subject to all legislative and other provisions applying to trading companies in France, and in particular those of the French Commercial Code. Its registered offi ce is at Odet, 29500 Ergué-Gabéric. The administrative headquarters are at 31-32, quai de Dion-Bouton, 92811 Puteaux. The company is listed on the Paris stock exchange.On March 25, 2010, the Board of Directors approved the Bolloré Group’s consolidated fi nancial statements for the year ended December 31, 2009. These fi nancial statements will only become defi nitive after approval by the General Meeting of Shareholders to be held on June 10, 2010.

B.2 – General principles

The Group’s consolidated fi nancial statements for 2009 were drawn up in accordance with the IFRS (International Financial Reporting Standards), as

adopted by the European Union on December 31, 2009 (available at the following address: http://ec.europa.eu/internal_market/ accounting/ias_en.htm#adopted-commission). This set of standards comprises the International Accounting Standards and the interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and its predecessor, the Standards Interpretation Committee (SIC).The fi rst set of accounts published under the IFRS standards are those for the fi nancial period 2005.

B.3 – Changes in standards

1. New standards applicable as of 2009

The new standards applied in 2009 which affect the Group’s fi nancial state-ments are described hereinbelow.The application of these standards affects only the format and scope of the information presented in the accounts.

IFRS 8 “Operating segments” and IAS 36 “Impairment of assets” •

amended by IFRS 8This standard cancels and replaces IAS 14 “Segment reporting”. IFRS 8 deals with the presentation of data relating to the Group’s operating segments, which have been taken from internal reports and used by the main operational decision-maker to assess the performance of each operating sector and allocated resources to them. IAS 14 required information to be presented on two levels, by business segment and by geographical segment.The application of this standard, which constitutes a change of method, does not have a signifi cant impact on the Group’s segment-based presentation, which is still based on a business-by-business approach. The main changes relate to segment groupings.Information to be provided in accordance with IFRS 8, including revised comparative information, is set out in note 27.Moreover, the amendment of cash-generating units (IAS 36, applying retro-spectively, says that goodwill can only be allocated to CGUs) not exceeding an operating segment. In this respect, the Group found no further impairment of goodwill associated with the retrospective application of IFRS 8.

Revision of IAS 1 “Presentation of fi nancial statements” •

This revision seeks to standardise the information provided in the fi nancial statements of entities, and introduces the concept of “comprehensive income”.It does not affect the Group’s fi nancial situation.Changes made to the presentation of the Group’s fi nancial statements mainly relate to:

the schedule of changes in shareholders’ equity, which now shows transactions •

with shareholders separately, the other components being included under “comprehensive income”;a new statement following the income statement shows the changes in •

comprehensive income for the period.

The following new standards, applicable as of 2009, also have no impact on the Group’s fi nancial statements:

Amendments of IAS 32 and IAS 1 “Financial instruments puttable •

at fair value and obligations arising on liquidation”This amendment states that fi nancial instruments puttable at fair value at the holder’s discretion and the obligations generated by liquidation must be entered under shareholders’ equity and no longer under liabilities.The Group does not currently hold this type of fi nancial instrument and is therefore not affected by this standard.

Amendments of IAS 27 and IFRS 1 “Cost of an investment •

in a subsidiary, jointly controlled entity or associate”This standard relates only to individual fi nancial statements. It therefore does not affect the Group’s consolidated fi nancial statements.

Amendment of IFRS 2 “Vesting conditions and cancellations” •

This amendment states that vesting conditions are either service conditions or performance conditions; the other criteria for payment based on shares do not constitute vesting conditions.


This amendment also states that all cancellations, for whatever reason, must be treated in the same way.Applying this standard does not affect the Group’s consolidated fi nancial state-ments.

Amendment of IFRIC 9 and IAS 39 “Embedded derivatives” •

These amendments are intended to clarify accounting for embedded derivatives in respect of entities applying the “Reclassifi cation of fi nancial assets” amend-ments published by the IASB in October 2008.

Amendment of IFRS 7 “Improvement of fi nancial instrument •

disclosure”This amendment requires additional information on fair value and liquidity risk. This standard also introduces a fair value hierarchy.

IFRIC 13 “Customer loyalty programmes” •

This interpretation deals with accounting for loyalty programmes corresponding to the granting to customers of rights to benefi ts that can be used in the future.The Group has not yet identifi ed any loyalty programme that falls within this interpretation.

IFRIC 15 “Agreements for the construction of real estate” •

This interpretation applies to agreements relating to the construction of real property. It specifi es, for this type of agreement, the fi eld of application and the method of accounting in respect of turnover.

IFRIC 16 “Hedges of a net investment in a foreign operation” •

This interpretation applies to an entity that hedges exchange rate risk associated with its net holdings in businesses abroad; it clarifi es certain principles of hedging net investment.The Group does not hold this type of fi nancial instrument.

Annual improvement of IFRS standards (applicable as of January 1, •

2009)This document specifies and clarifies the conditions under which certain standards are applied.Applying these provisions does not affect the Group’s consolidated fi nancial statements.

Amendment of IAS 23 “Borrowing costs” •

This amendment removes the option of entering under expenses borrowing costs that are directly attributable to the acquisition or construction of a quali-fi ed asset, in other words one requiring a long period of preparation before being used or sold. These costs have to be included in the accounts as a component of asset costs.When applying this standard for the fi rst time, the Group used the date of entry into force of the standard as the starting date for incorporating borrowing costs relating to eligible assets.As the number of eligible assets is very limited, applying this standard does not have a signifi cant effect on the fi nancial statements for the period in ques-tion.

2. Standards that have to be applied as of 2009 but have not yet been adopted by the European Union

The Group believes, on the date of these fi nancial statements, that it is not affected by the application of the following provisions:

Revision of IFRS 1 “First-time adoption of IFRS”As the Group already applies IFRS, it is not affected by this provision.

3. Standards and interpretations not applied early

The Group’s fi nancial statements do not include any effect of standards or interpretations published by the IASB on December 31, 2009 but becoming compulsory only for fi nancial years starting on or after July 1, 2009, whether or not they are adopted by the European Union on the date of publication of the fi nancial statements.

Revision of IFRS 3 “Business combinations” and amendment of IAS 27 •

“Consolidated and separate fi nancial statements”This revised standard applies to fi nancial years beginning on or after July 1, 2009. It amends the methods of accounting for business combinations and changes in interest in subsidiaries after control has been obtained. This revision is applicable prospectively.

Amendment of IFRIC 14 “Prepayments of a minimum funding •

requirement”This provision constitutes an amendment of IFRIC 14 “IAS 19 – The limit on a defi ned-benefi t asset, minimum funding requirements and their interaction”, interpretation relating to IAS 19 “Employee benefi ts”. This amendment applies to entities which are subject to minimum funding requirements and which make a prepayment by way of contributions intended to meet certain requirements. This provision enables the entities concerned to enter this prepayment in the accounts as an asset.

The Group believes, on the date of these fi nancial statements, that it is not affected by the application of the following provisions:

IFRIC 12 “Service concession arrangements” •

The interpretation of IFRIC 12 applies to concession arrangements which combine the following characteristics:

the service connected with the contract is a public service; •

the grantor controls or regulates the services supplied and, amongst other •

things, sets the scale of charges for the service;ownership of the infrastructures reverts to the grantor at the end of the •

contract.IFRIC 12 sets out the general principles for accounting for and valuing cor- •

responding obligations and rights relating to service concession arrange-ments.The Group regards the concessions it operates as not being covered by IFRIC 12 •

as, in all cases, the tariffs are fi xed by the operator, not the grantor. Its appli-cation would therefore have no impact on the Group’s fi nancial statements.

IFRIC 17 “Distribution of non-cash assets to owners” •

This provision specifi es how to account for the distribution of dividends in kind, and more specifi cally the date of entry into the accounts, the method of valu-ation and the classifi cation of the operation in the accounts.

IFRIC 18 “Transfers of assets from customers” •

This provision applies to the entry into the accounts of transfers of certain assets received from customers with the aim of connecting customers to a network or enabling customers to access the supply of goods or services.

IFRIC 19 “Extinguishing fi nancial liabilities with equity instruments” •

This interpretation specifi es how to account for a reimbursement of fi nancial liabilities by the issuing of shares.This provision states that the difference between the net book value of a fi nancial liability and the corresponding amount paid for extinguishing it must be entered under income.

Amendment of IAS 39 “Eligible hedged items” •

This amendment specifi es the items that can be designated as hedged items. It states, in particular, that the time value should not be taken into account in a hedging relationship and specifi es that infl ation can be designated as a hedged item under certain conditions only.

Amendment of IFRS 2 “Intragroup share-based cash payment •

transactions” This amendment is intended to clarify how share-based cash payment under certain agreements is entered in the accounts. According to these agreements, the subsidiary receives goods or services from employees or suppliers and the parent company or some other entity within the Group makes payment.

Amendment of IAS 32 “Classifi cation of rights issues” •

This amendment relates to rights issues in a currency other than the operating currency of the issuer.This provision requires that, if certain conditions have been met, these subscrip-tion rights be classifi ed under shareholders’ equity irrespective of the currency in which the strike price is quoted. Hitherto, these subscription rights have been entered as derivative instruments under liabilities.

The Group has started examining the following new provisions:

Annual improvement of IFRS (applicable to fi nancial years beginning •

on or after July 1, 2009)This document specifies and clarifies the conditions under which certain standards are applied.


Revised version of IAS 24 “Related party disclosures” •

The revision of IAS 24 simplifi es provisions relating to disclosures to be made regarding entities related to a public body. It also clarifi es the defi nition of a related party.

IFRS 9 “Financial instruments” (phase 1: classifi cation and valuation •

of fi nancial assets)This standard aims to improve the comparability and facilitate the understanding of fi nancial statements. It constitutes the fi rst part of the reform of IAS 39 relating to fi nancial instruments and deals with the classifi cation and valuation of fi nancial assets.The number of categories of fi nancial assets has been reduced to two (compared to four before) and valuation is now either at fair value through profi t and loss (with an option of fair value through shareholders’ equity solely for strategic assets), the default category, or at amortised cost under access conditions. As a result, in order to determine whether an asset should be valued at amortised cost, reference needs to be made to the entity’s management model and to the contractual characteristics of cash fl ows attached to the fi nancial asset. If the aim is to receive fl ows constituting solely the reimbursement of capital and payment of interest, the asset must be valued at amortised cost.

B.4 – New tax rules in France, applicable as of January 1, 2010

The fi nance law for 2010, adopted in December 2009, ended professional tax (taxe professionnelle, TP) and replaced it with territorial economic contribution (contribution économique territoriale, CET).The CET consists of the following two elements:

the corporate property contribution ( • cotisation foncière des entreprises, CFE) based on property rental values of the current professional tax;the corporate added value contribution ( • cotisation sur la valeur ajoutée des entreprises, CVAE) based on the added value shown in corporate fi nancial statements.

The French national accounting council (CNC) also published, on January 14, 2010, a press release on how to account for CET in consolidated fi nancial statements under IFRS. According to a distinction has to be made between the two components of the CET:

the CFE, having characteristics similar to those of the TP both in terms of its •

basis and its ceiling, must be entered in the accounts like the TP, under operating expenses;as far as the CVAE is concerned, the CNC states that it is up to each company •

to use its own judgement to classify the CVAE.The Group believes that the CVAE falls within the defi nition of an income tax as set out under IAS 12.2 “Taxes owed on the basis of taxable benefi ts”. The Group has also noted the statements made by the IFRIC in March 2006 and May 2009 relating to the fi eld of application of IAS 12 “Income tax”. The IFRIC states, in particular, that, to fall within the scope of IAS 12, a tax must be calculated on the basis of an amount net of income and expenses and that this net amount may differ from net income in the books.According to IAS 12, classifi cation of the CVAE as an income tax led the Group to enter a deferred tax as a liability on December 31, 2009, against a deferred tax expense of – 2.4 million euros. Moreover, from the 2010 fi nancial year onwards, the total expense relating to the CVAE will be entered under “Income tax”.

B.5 – Arrangements for fi rst application of IFRS

As the fi rst to apply the IFRS, the Group decided to use the following fi rst application options allowed under IFRS 1:

groupings of companies prior to the IFRS changeover date have not been •

restated;the cumulative amount of the conversion differences on the IFRS changeover •

date has been taken as nil;the cumulative amount, on the IFRS changeover date, of actuarial differences •

on employee benefi ts has been booked to shareholders’ equity;tangible assets have been revalued; •

only the stock-option plans issued after November 7, 2002, where the entitle- •

ment to exercise options had still not been acquired by January 1, 2005, are recognised under IFRS 2.

B.6 – Methods of consolidation

1. Scope of consolidation

Companies over which the Group exercises exclusive control are consolidated by global integration.Those companies on which the Group has a considerable influence are consolidated by the equity method.Companies over which the Group has control in conjunction with other share-holders are consolidated by the proportional consolidation method, whatever the percentage held.The Group assesses on a case-by-case basis in respect of each shareholding all of the details enabling the type of control exercised by it to be characterised.Companies that are of no signifi cance in relation to the consolidated fi nancial statements are excluded from the scope of consolidation. Their signifi cance is assessed before the end of each fi nancial year.

2. Transactions within the Group

Transactions not affecting consolidated incomeIntragroup receivables and payables and intragroup income and expenses are eliminated:

in their entirety if between fully consolidated companies; •

up to the lowest percentage of integration of the jointly owned subsidiary, in •

the case of transactions carried out:between a fully and a proportionately consolidated company, —

between two proportionately consolidated fi rms. —

Transactions affecting consolidated incomeProfi ts and losses (including capital gains and losses) are eliminated:

in their entirety in respect of fully consolidated companies; •

in proportion to the lowest percentage of consolidation in the following cases, •

in the case of transactions carried out:between a fully and a proportionately consolidated company, —

between two proportionately consolidated fi rms, —

between a company consolidated under the equity method and a fully —

consolidated company.

3. Conversion of foreign companies’ fi nancial statements

The fi nancial statements of foreign companies whose operating currency is not the same as that in which the Group’s consolidated accounts are presented and who are not suffering hyperinfl ation have been converted according to the “closing date exchange rate” method. Their balance-sheet items are converted at the exchange rate prevailing at the close of the fi nancial period, and income statement items at the average rate for the period. The resulting conversion differences are recorded under translation adjustment in the consolidated reserves.Goodwill relating to foreign companies is regarded as part of the assets and liabilities acquired and accordingly converted at the exchange rate prevailing on the closing date.

4. Foreign currency transactions

Foreign currency transactions are converted to the entity’s operating currency at the exchange rate prevailing on the transaction date. At the close of the fi nancial period, monetary items denominated in foreign currency are converted to euros at the year-end exchange rate. The resulting losses and gains on exchange are recognised under “Net exchange gains” and presented under operating income in respect of commercial transactions and under “Other fi nancial income and expenses” in respect of fi nancial transactions.Losses and gains on exchange on exchange derivatives used for hedging are entered under operating income in respect of commercial transactions and under net fi nancial income in respect of fi nancial transactions.

5. Business combinations

For business combinations carried out as from January 1, 2004, the Group uses the acquisition method for the recognition of business combinations in accord-ance with IFRS 3, “Business combinations”.On the acquisition date, the assets, liabilities and identifi able potential liabilities of the entity acquired are individually assessed at their fair value, whatever their intended purpose. The analyses and expert assessments required for the initial valuation of these items must be completed within twelve months of the acquisition date. An interim valuation is given if accounts must be made up during this period.


The goodwill is the difference between the acquisition cost of the shares in the consolidated companies and the Group’s share in the fair value of the assets, liabilities and identifi able potential liabilities on the acquisition date.Intangible assets are entered separately from goodwill if they can be separately identifi ed, i.e. if they arise from a legal or contractual right or are separable from the activities of the entity acquired and are expected to yield a fi nancial return in the future.The acquisition cost is the fair value on the date of transfer of the assets handed over, the liabilities incurred and/or the entitlements to shareholders’ equity issued in exchange for control of the entity acquired, and any other cost directly attributable to the acquisition. When the business combination agreement provides for an adjustment of the purchase price contingent on some future event, the Group includes the amount of such an adjustment in the valuation of the business combination on the acquisition date if this adjustment will probably take place and can be reliably measured.

6. Posting of changes in percentage consolidated participating interest without changing the method of consolidation

Acquisition of additional interests in a consolidated entityIn the absence of any specifi c provisions in the IFRS system, the Group still uses the method adopted under the French system, and includes under goodwill the difference between the acquisition price of minority interests and the net share acquired.

Reduction in the percentage interest in a consolidated subsidiary without altering the method of consolidationIn the absence of any specifi c provisions in the IFRS system, the Group still uses the method adopted under the French system, and includes under income the difference between the share sale price and the net share sold.

7. Internal transfer of consolidated securities with a change in the percentage interest

In the absence of any specifi c provisions, the Group has adopted the following accounting method: securities of integrated entities are entered at their historic values and internal results are eliminated. The effect of the change in interest held is directly refl ected in the Group’s equity share as a counterpart to minority interests, without any impact on total equity.

B.7 – Valuation rules and methods

1. Use of estimates

Where fi nancial statements are drawn up under IFRS, estimates must be made, with assumptions, concerning the valuation of certain amounts which appear in the accounts. This applies to the following sections, among others:

the depreciation period of fi xed assets; •

the valuation of provisions and pension commitments; •

the valuations used in impairment tests; •

the estimation of fair values; •

the valuation of payments in the form of shares (IFRS 2); •

the valuation of biological assets (IAS 41); •

the activation of defi cits that can be carried forward. •

The Group regularly reviews its valuations in the light of historical data, the economic climate in which it is developing, and other factors. The amounts given in future Group fi nancial statements could be affected as a result.

2. Turnover

The Group’s turnover consists mainly of the provision of services in the trans-portation and logistics sector, and the sale of goods and services in various industrial sectors (plastic fi lms, dedicated terminals and systems), as well as fuel distribution.Income is included in turnover where the business has transferred to the purchaser the risks and benefi ts inherent in the ownership of the goods or the provision of the services.The table below shows the specifi c characteristics of each sector associated with the entry of income from ordinary activities in the accounts:

Transportationand logistics

As agent (transportation by sea) As the entity is acting as an agent, turnover corresponds solely to the commission received, less income/charges passed on to ship-owners

As principal As the entity is acting as principal, turnover corresponds to the total invoiced amounts excluding customs duties

Fuel distribution

Distribution of oil products Turnover includes specifi c taxes on oil products included in the sale price. Reciprocal invoices between affi liated companies are not included in turnover

Industry Dedicated terminal contracts lasting more than a year

Turnover based on progress according to contractually agreed milestones

Other activities Advertising of Media activities Turnover recognised on distribution

Studies Turnover recognised on progress of service provision (validation of questionnaire, site closure, submission of report, presentation of results, etc.)

3. Leases

Leases (where the Group is the lessee) are classifi ed as fi nance leases if the terms of the lease essentially transfer virtually all the risks and benefi ts inherent in ownership to the lessee. All other leases are classifi ed as operating leases.In accordance with interpretation IFRIC 4 “Determining whether an arrange-ment contains a lease”, the Group is reviewing its contracts to supply goods and services in order to determine whether these contracts also grant the purchaser a right to use certain assets. Any equipment so identifi ed is recognised as described in this interpretation, in accordance with IAS 17 “Leases”. Payments in relation to these assets are entered separately from total payments relating to the contract.Assets held under a fi nance lease are entered among assets at the lower of the present discounted value of the minimum payments under the lease and their

fair value on the date of acquisition. The corresponding liabilities due to the lessor are entered on the balance sheet as obligations under fi nance leases. The fi nance charges, being the difference between the total commitments under the contract and the fair value of the asset acquired, are distributed over the various fi nancial periods covered by the lease so as to obtain a constant periodic rate of interest on the remaining balance due on the liability, for each fi nancial period.Lease income from operating leases is entered as straight-line income throughout the term of the lease.Rent paid on an operating lease is charged to the income statement in a linear fashion throughout the term of the lease.


4. Service concession arrangements

The Group has analysed the characteristics of all its concession contracts to determine which accounting standard to apply. The review has not revealed any concession which should come under IFRIC 12 “Service concession arrange-ments”.Concession contracts valid during the fi nancial years reported on here do not include any construction contracts prior to use. They are mainly operating contracts under which the Group acts as operator and is free to set the scale of charges for its services.Where royalties are payable at the start of the contract, an intangible asset is recognised and amortised by the straight-line method over the contract’s life-time.The Group applies IFRIC 4 “Determining whether an arrangement contains a lease” (see above) to identify any assets which may meet the criteria for recognition under IAS 17 “Leases”.If this rule does not apply, the Group recognises the assets concerned according to IAS 16 “Property, plant, and equipment” and applies the “component-based” approach. Replaceable goods are amortised over their useful lifetime.Where the Group is contractually obliged to carry out works required to restore infrastructures to their original condition, but where the latter are not recognised amongst its assets, the Group recognises a provision in accordance with IAS 37 “Provisions, contingent liabilities and contingent assets”.Unless hire purchase is specifi cally identifi ed, operating revenues are recognised in turnover, and payments to the grantor are recognised amongst operating expenses for the fi nancial year in which they are incurred.

5. Net fi nance expenses

This cost includes interest charges on the debt, interest received on cash deposits and any changes in value of derivatives held for hedging and based on items of Group net indebtedness.

6. Other fi nancial income and expenses

Other fi nancial income and expenses consist mainly of falls in the value of fi nancial assets, net exchange gains concerning fi nancial transactions, revalua-tion effects, dividends received from non-consolidated companies, changes in fi nancial provisions and any changes in value of derivatives not held for hedging and relating to items included in net indebtedness.

7. Corporate income taxes

The Group calculates its income tax in accordance with the tax law in force at the time.In line with IAS 12 “Income taxes”, the timing differences between the book values of assets and liabilities and their tax-base values give rise to recognition of a deferred tax asset or liability, according to the variable carry-forward method using the rate of tax adopted or virtually adopted on the closing date.Deferred taxes are recognised for all timing differences unless the deferred tax is generated by goodwill or by the initial recognition of an asset or liability which is not a business combination and does not affect either accounting or fi scal income on the transaction date.A deferred tax is recognised for all fi scal timing differences connected with holdings in subsidiaries, associate companies and joint ventures or investments in branches, unless the date on which the timing difference is to reverse is within the Group’s control and it is probable that it will not reverse in the foreseeable future.A deferred tax asset is recognised for the carry-forward of tax losses and of unused tax credits, in so far as it is probable that there will in future be suffi cient taxable income to which these tax losses and unused tax credits can be imputed.In line with IAS 12, deferred tax assets and liabilities are not discounted.The Group systematically recognises a deferred tax on the restatement of assets and liabilities connected with the fi nance leases and pension commitment accounting.

8. Goodwill

Goodwill is the difference between the acquisition cost of the entity’s securities, on the one hand, and, on the other, the Group’s share in the fair value of the identifi able assets and liabilities of the company on the acquisition dates.

Goodwill on companies accounted for by the equity method is included under “Holdings accounted for by the equity method”.Goodwill on controlled companies is entered in consolidated balance sheet assets under “Goodwill”. Goodwill is not amortised but subjected to an impair-ment test at least once a year and whenever there is an indication of impair-ment. When an impairment is found, the difference between the asset’s book value and its recoverable value is recognised among operating expenses for the fi nancial year. Such goodwill impairments cannot be reversed.Negative goodwill (badwill) is charged directly to the income statement for the year of acquisition.A goodwill item is also recognised when the amount of an undertaking to buy minority interests exceeds that minority interest’s share of reserves.

9. Intangible fi xed assets

Intangible fi xed assets mainly consist of economic exploitation rights, computer software and WiMax licences. Intangible fi xed assets once acquired appear in the balance sheet at their acquisition cost. They are amortised over their useful lifetime by the linear method.In line with IAS 38 “Intangible fi xed assets”, R&D expenditures are entered as expenses on the income statement of the fi nancial year in which they were incurred, with the exception of development costs, which come under intangible fi xed assets if the conditions under which they will yield returns strictly meet the following criteria:

the project is clearly identifi ed and its attendant costs reliably identifi ed and •

monitored;the project has been shown to be technically feasible ; •

the intention is to end the project and use or sell all its products; •

there is a potential market for the product of this project, or its internal utility •

has been demonstrated;the resources needed to complete the project are available. •

Development costs are amortised over the estimated lifetime of the projects concerned. In the particular case of software, the lifetime is determined as follows:

if the software is used in house, as the probable useful lifetime; •

if the software is for external use, according to the prospects for sale, rental •

or any other form of marketing.No significant development project met all of these conditions as of December 31, 2009.Capitalised development costs start being amortised as soon as the product concerned becomes available.Capitalised software development costs are those incurred during the program-ming, coding and testing stages. Expenditure incurred before this (planning, design, product specifi cation and architecture) is entered as an expense.

10. Tangible fi xed assets

Tangible fi xed assets are entered at their acquisition or production cost, less cumulative depreciation and any recognised impairment.Depreciation is generally determined in linear fashion over the asset’s useful lifetime; the accelerated depreciation method may nevertheless be used if it appears more relevant to the conditions under which the equipment concerned is used. In the case of certain complex fi xed assets with different components (buildings, for instance), each component is depreciated over its specifi c useful lifetime.The main useful lifetimes of various categories of tangible fi xed assets are as follows:

Building, special installations 8 to 25 years

Other tangible fi xed assets 3 to 15 years

Depreciation periods are periodically reviewed to check their relevance.The start date for depreciation is that on which the asset came into service.

11. Depreciation of non-fi nancial assets

Intangible and tangible fi xed assets are subjected to impairment tests under certain circumstances. In the case of fi xed assets with indefi nite lifetimes (e.g. goodwill), a test is carried out at least once a year, as well as whenever there is an indication that they have lost value. For other fi xed assets, a test is carried out only when there is an indication of a loss of value.


Assets subjected to an impairment test are grouped in cash-generating units (CGUs), each a homogeneous set of assets whose exploitation generates an identifi able cash fl ow. When a CGU’s recoverable value is less than its net book value, an impairment is recognised, and charged as an operating expense. The CGU’s recoverable value is the market value (less selling costs) or its use value, whichever is higher. The use value is the present discounted value of the foresee-able cash fl ow from use of an asset or a CGU. The discount rate is calculated for each CGU in accordance with its geographical area and the risk profi le of its business.Note 4 summarises the assumptions applied to the Group’s main sectors.

12. Securities of companies accounted for by the equity method

Holdings in associate companies are recognised under IAS 28 as soon as a signifi cant degree of infl uence has been acquired. Any difference between the holding’s cost and the acquired share in the fair value of the assets, liabilities and potential liabilities of the associate company is recognised according to IFRS 3. This goodwill is then included in the holding’s book value.The application of IAS 28 requires that assets, liabilities and any identifi ed potential liabilities be monitored each time the accounts are made up. This means taking account, when calculating the Bolloré Group’s share in net income, of a degree of amortisation of those assets to which amortisation may be applied, which are identifi ed on the basis of their fair value on the acquisition date, and of an adjustment for any impairment recognised by the associate company.A depreciation test is carried out as soon as an objective indication of impair-ment has been identifi ed, such as a signifi cant fall in the price of the share-holding, the anticipation of a signifi cant fall in future cash fl ows or any informa-tion suggesting likely signifi cant negative effects on the income of the entity.The recoverable value (in the case of shareholdings consolidated by the equity method) is then tested as described in the note on impairment of non-fi nancial fi xed assets (see above).

13. Financial assets

Non-current fi nancial assets consist of the share beyond a year of assets avail-able for sale, fi nancial instruments booked at their fair value through profi t and loss and the share of loans, deposits and obligations.Current fi nancial assets consist of trade and other receivables, cash and cash equivalents, and the share within a year of fi nancial instruments booked at their fair value through profi t and loss and the share of loans, deposits and obliga-tions.When fi rst entered, these assets are booked at their fair value, which is gener-ally their acquisition cost plus transaction costs.

13.1. Assets available for saleAssets available for sale essentially include shareholdings in non-consolidated companies.On the account closing dates, assets available for sale are valued at their fair value. As far as shares in listed companies are concerned, this fair value is the closing stock market value.The fair value of unlisted securities is determined on the basis of the revalued net assets and, if applicable, for transparency, the value of any underlying assets.Temporary variations in fair value are entered directly in shareholders’ equity. They are transferred to the income statement when the shares in question are disposed of.When an impairment test leads to recognition of a signifi cant or lasting implicit capital loss by comparison with the acquisition cost, this loss is entered in the income statement and cannot afterwards be reversed.For securities depreciating in value at the end of the year, the Group always records a defi nitive loss in income when the stock exchange price of a listed security is more than 30% lower than its acquisition cost, or when it is has been lower than the acquisition cost for two years. As far as stakes in listed holding companies of the Group are concerned, when it comes to long-term structural investments, the criteria for systematic depreciation used are a reduction in value of 40% of the acquisition cost, or a reduction in value identifi ed over a four-year period.If the fair value cannot be reliably determined, the securities are entered at their purchase cost. If there is an objective indication of a signifi cant or lasting loss of value, an irreversible loss is recognised in the income statement.Partial sales of securities are carried out using the FIFO method.

13.2. Assets at fair value through profi t and lossAssets at their fair value through profi t and loss include long-term transaction assets, mainly derivative fi nancial instruments. Changes in the fair value of these assets are booked under fi nancial income on each closure.

13.3. Loans, receivables, deposits and obligationsThe category “Loans, receivables, deposits and obligations” consists mainly of loans to affi liated companies, current credits extended to associated or non-consolidated fi rms, guarantee deposits, and other loans and receivables and obligations.When fi rst entered, these fi nancial assets are booked at their fair value plus directly attributable transaction costs. At the end of each accounting period, these assets are valued at cost amortised using the “effective interest rate” method.A loss of value is recognised if there is an objective indication of such a loss. The loss of value corresponding to the difference between the net book value and the recoverable value (discounted cash fl ow expected at the original effective interest rate) is charged to the income statement. This may be reversed if the recoverable value later rises.

13.4. Trade and other receivablesTrade and other receivables are current fi nancial assets initially booked at their fair value, which generally corresponds to their nominal value, unless the effect of discounting is signifi cant.Each time the accounts are made up, receivables are valued at amortised cost, after deducting any losses of value due to collection risk.The Group’s trade receivables are funded on an individual basis taking into account the age of the receivable and external information allowing the fi nancial health of the debtor to be assessed.Receivables sold to third parties, through commercial factoring contracts, are retained under trade receivables if their associated risks and benefi ts essentially remain within the Group, fi nancial debts and loans being increased accordingly.

13.5. Cash and cash equivalents”Cash and cash equivalents” consist of cash in hand, bank balances and short-term deposits in the money market. Such deposits (three months or less) are readily convertible into a known amount of cash and are subject to a negligible risk of change in value.The cash management agreements affecting the consolidated balance sheet are those between companies which have shared ownership links but where one of them is not included within the Group scope of consolidation but within a wider scope. The shared fi nancial interests of these companies have led them to examine ways of enabling them to improve the terms on which they meet their cash requirements or use their surpluses so as to optimise cash fl ow. These transactions are cash transactions conducted on market terms and are by nature substitution credits.

14. Inventories and work in progress

Stocks are entered at the lower of their cost and their net realisable value. Cost here includes direct costs of materials and any direct labour costs as well as other directly attributable expenses.The net realisable value is the estimated selling price in the normal course of business, less the estimated cost of completing the goods and the estimated expense needed to make the sale (essentially selling expenses).

15. Own shares held

Shares in the parent company held by the Group are recognised by deducting their acquisition cost from shareholders’ equity. Any gains or losses connected with the purchase, sale, issue or cancellation of such shares are recognised directly in shareholders’ equity without affecting income.

16. Provisions

Provisions are liabilities whose actual due date or amount cannot be determined precisely.They are recognised when the Group has a present obligation resulting from a past act or event, which will probably entail an outfl ow of resources that can reasonably be estimated. The amount entered must be the best estimate of the expenditure necessary to settle the obligation on the closing date. It is discounted if the effect is signifi cant and the due date is further than one year away.Provisions for restructuring are recognised as soon as the Group has a detailed formal plan of which the parties concerned have been notifi ed.


Provisions for contractual obligations mainly concern the restoration of premises used under service concession contracts. They are calculated at the end of each fi nancial period according to a work schedule extending over more than one year and revised annually to take account of the expenditure schedules.

17. Payments in the form of shares

The valuation and accounting arrangements for share subscription or share purchase plans relating to shares in the parent company and its subsidiaries are set out in IFRS 2 “Share-based payment”.The attribution of stock options and opportunities to subscribe to the Group savings scheme are benefi ts to the persons concerned and as such count as supplementary elements of pay. These benefi ts are recognised as expenses linearly in the fi nancial year in which the rights are acquired against an increase in shareholders’ equity for plans that can be repaid in the form of shares and as debts to staff for plans that can be repaid in cash.They are valued during their attribution on the basis of the fair value of the shareholders’ equity instruments assigned.Only plans issued after November 7, 2002 are entered according to IFRS 2.The main terms of current plans are described in note 19.

18. Commitments to employees

Post-employment benefi tsPost-employment benefi ts include severance payments, pension schemes and payment of medical expenses granted to those retiring from certain subsidi-aries.Commitments relating to post-employment benefi ts mainly concern subsidiaries in the Euro zone and the African zone (CFA zone), and those based in the UK.

Defi ned-benefi t schemes —In line with IAS 19 “Employee benefi ts”, the Group’s commitments under defi ned-benefi t schemes, and likewise their cost, are valued by actuaries in accordance with the method of the projected credit units. Valuations are carried out each year for the various schemes.These schemes are either “funded”, in which case their assets are managed separately from and independently of the Group’s, or “not funded”, in which case the commitment appears as a liability on the balance sheet.For funded defi ned-benefi t schemes, the shortfall or surplus of the assets’ fair value compared with the discounted value of the obligations is recognised as a balance sheet liability or asset, after deduction of the cumulative actuarial differences and the cost of past services not yet recognised. However, a surplus in assets is only entered in the balance sheet if it represents fi nancial benefi ts that will actually be available to the Group in future, for example in the form of refunds from the scheme or reductions in future contributions to it. If such a surplus is not available or does not represent any future fi nancial benefi t, it is not entered.The valuation of commitments associated with staff benefi ts relies on assump-tions as to future wages, starting age, mortality rate and rate of infl ation; it is then discounted using the rate of interest of category one long-term private bonds (reference rate used: IBoxx) on the valuation date.The cost for past services is generated when the fi rm institutes a defi ned-benefi t scheme or changes benefi t levels in an existing one:

when new benefi t rights accrue to the benefi ciaries immediately a defi ned- •

benefi t scheme is introduced or modifi ed, the cost of past services is booked immediately as an expense;if these rights do not accrue to the benefi ciaries immediately a defi ned-benefi t •

scheme is introduced or modifi ed, the cost of past services is entered using the linear method as an expense over the mean period remaining before the corresponding entitlements accrue to the benefi ciaries.

The actuarial differences arise mainly from changes in assumptions and from the difference between the results using the actuarial assumptions and the actual outcome of the defi ned-benefi t schemes. Only that part of the actuarial gains or losses which exceeds 10% of either the discounted value of the obliga-tion or the fair value of the scheme assets at the start of the fi nancial year (whichever is higher) is recognised in the income statement, spread over the mean expected remaining years of active service of the employees under the scheme concerned, or an average of 9.8 years at the Group (the “corridor” method).

The actuarial cost entered as operating income for defi ned-benefi t schemes includes the cost of the benefi ts provided during the fi nancial period, the fi nance charge, the expected return on the assets, the cost of past services, the amortisation of actuarial differences and the effects of any reduction or abolition of the scheme.

Defi ned-contribution schemes —Certain benefi ts are also provided under defi ned-contribution schemes. The contributions for these schemes are entered as wages and salaries when they are incurred.

Other long-term benefi tsOther long-term benefi ts are entered in the balance sheet as provisions. These include commitments relating to incentives associated with length of service.This provision is valued according to the projected credit units method.Expenses relating to these commitments are entered under operating income.

19. Financial liabilities and net fi nancial indebtedness

Financial liabilities consist of loans, fi nancial indebtedness and current bank overdrafts, suppliers and associated accounts and fi nancial instruments at fair value through profi t and loss.Non-current fi nancial liabilities consist of the share of loans and fi nancial instru-ments exceeding one year at fair value through profi t and loss.Current fi nancial liabilities consist of its share of loans and fi nancial instruments under one year at fair value through profi t and loss and suppliers and associated accounts.Loans and other similar fi nancial debts are entered at amortised cost according to the effective interest rate method. Financial transaction liabilities are kept at fair value, balanced in the income statement.The defi nition of the Group’s net fi nancial indebtedness complies with recom-mendation no. 2009-R-03 of July 2, 2009 of the French national accounting council relating to undertakings under the international accounting system, it being pointed out that any derivative fi nancial instruments based on a net indebtedness item are included in net indebtedness.

20. Commitment to purchase minority interests

The Group recognises commitments to purchase minority interests amongst debts on the acquisition of long-term investments under “Other current/non-current liabilities”, balanced by a goodwill item if the amount of the commit-ment exceeds the value of the minority interests to be acquired.The fair value of the commitments is reviewed at each closure date, and the amount of the debt is adjusted accordingly.The debt is discounted to present value in view of the time remaining until the commitment matures.

21. Analysis by segment

According to the provisions of IFRS 8 “Operating segments”, the operating segments used for segment disclosures are those used in internal Group reporting, as reviewed by general management (the Group’s main operational decision-maker). They refl ect the Group’s organisation which is based on its various businesses.The operating segments used are as follows:

Transportation and logistics, which includes services relating to the organisa- •

tion of sea and air transport networks, and logistics;Industry, which includes the production and sale of plastic fi lms, batteries and •

supercapacitors, dedicated terminals and systems and motor vehicle develop-ments;Fuel distribution, which refers to the distribution and storage of oil products •

in Europe.Other activities include Television, Press etc., Telecoms (information and commu-nication technologies), plantations and holdings.The breakdown of segment information by geographical region is as follows:

France, including overseas departments and territories; •

Europe, excluding France; •

Africa; •

Asia-Pacifi c; •

the Americas. •

Transactions between different segments are conducted on market terms.The segment indicators required under the standard are presented in note 27. They have been drawn up using the rules applied to the fi nancial statements.


note 2 – main changes in scope of consolidation

2009 financial year

Takeovers – Fully consolidated entities


In 2009, the Group took over control of the following entities without this having any signifi cant effect on the consolidated fi nancial statements:

GTD (Guadeloupe); •

Europacifi c (Australia); •

SNAT (Gabon). •

Pointe-Noire terminal – CongoContinuing its developments in Africa, the Bolloré Group has obtained a 27-year concession for the Pointe-Noire container terminal in the Congo, with use having begun in the second half of 2009.The companies Congo Terminal, Congo Terminal Holding, Société de Participations Portuaires and Société Financière d’Afrique Centrale, operating entities and holdings relating to this business, were integrated into the scope of consolidation on June 30, 2009.

Other activities

Founding of Direct Nice, Direct Toulouse and Direct StrasbourgThe company Direct Strasbourg was incorporated in the last quarter of 2009.At the beginning of 2009, the Group launched two new free dailies Direct Nice and Direct Toulouse. The corresponding companies were consolidated by global integration in 2009.

Consolidation of Wifi rstThe Group owns 50.16% of the company Wifi rst which offers Wi-Fi access in student halls of residence. This company was consolidated by global integration on January 1, 2009. The goodwill relating to this company is 3 million euros.

Consolidation of Financière de KéréonThe Group acquired the company Financière de Kéréon (formerly Finalem), a fi nancial holding company, in the second quarter of 2009. This company was consolidated by global integration on that date without any signifi cant effect of the consolidated fi nancial statements.

Sales – Fully consolidated entities

Following the sale of the Paper business, the entities Papeteries du Léman and Papeteries des Vosges were removed from the scope of consolidation.

Additional acquisition of securities

Tin Can port terminal NigeriaIn December 2009, the Group acquired an additional 3.1% holding in the company Tin Can, with goodwill of 8.7 million euros.The amount entered as goodwill for transactions in 2009 was 15.4 million euros, including 8.7 million euros in relation to the acquisition of Tin Can securities.The overall cost of acquiring these shareholdings was 22.6 million euros.The fair value of identifi able assets and liabilities was 7.2 million euros. Goodwill takes particular account of:

deferred tax of 0.7 million euros; •

the adjustment to fair value of tangible fi xed assets of 0.5 million euros. •

2008 financial year

Fully consolidated entities and proportionately consolidated entities

Acquisition of the White Horse Group

In the fi rst quarter of 2008, the Bolloré Group completed the acquisition of 51% of the South African White Horse Group, a benchmark road haulage fi rm in the Copper Belt. This group has been fully consolidated since March 2008.

Consolidation of the Véhicules Électriques Pininfarina-Bolloré joint venture

In May 2008, the Bolloré Group signed a draft agreement for the development of an electric vehicle with the Italian group Pininfarina. The company Véhicules Électriques Pininfarina-Bolloré created for this purpose and half-owned by the Bolloré Group was consolidated by proportional integration during the fi rst half of the year owing to the initiation of its activity.

Consolidation of the Gruau Microbus joint venture

The Bolloré and Gruau Groups concluded an agreement on February 22, 2008 to develop a clean public transport vehicle. This agreement led to the creation of the Gruau Microbus joint venture half-owned by the Bolloré Group and consolidated by proportional integration during the fi rst half of the year.

Purchase of minority interests in the company Nord-Sumatra Investissements (NSI)

During the compulsory public takeover bid following the purchase of shares carried out in 2007, Bolloré acquired, at the beginning of January 2008, NSI shares not yet owned representing 3.6% of the capital for 6.9 million euros.Bolloré also acquired, under the same terms, a further 5% of the capital of the company Nord-Sumatra Investissements previously owned by Bolloré Participations.

Acquisition of minority interests in CSA

At the beginning of July, the Bolloré Group exercised its purchase options relating to 60% of the CSA Group, increasing its holding to 100%.

Acquisition of SAEL

During the second half of the year, the Bolloré Group completed the acquisition of SAEL, South Africa’s fi fth largest haulage fi rm.The amount recorded as goodwill for transactions over the period was 41 million euros, of which 19.4 million euros was for the acquisition of the White Horse Group, including the share relating to the acquisition of the remaining minority interests, having an option to sell their holding.The overall cost of acquiring these shareholdings was 68.3 million euros.The fair value of identifi able assets and liabilities was 27.3 million euros. Goodwill mainly takes account of commitments made to the staff of acquired entities amounting to 1 million euros.

Companies accounted for by the equity method

Consolidation of Aegis according to the equity method on September 30, 2008

As of December 31, 2008, the Bolloré Group had a 29.10% stake in the British communication and space purchasing group Aegis.The Bolloré Group believes that the obstacles preventing it from having any real infl uence were removed on September 30, 2008. As a result, this shareholding has been included according to the equity method in the consolidated fi nancial statements since that date.


note 3 – comparability of accountsApart from any changes in the scope of consolidation and the changes in presentation described below, the 2009 fi nancial statements are comparable to those of 2008.

application of revised ias 1 and ifrs 8Revised IAS 1 “Presentation of fi nancial statements” and IFRS 8 “Operating segments” were applied for the fi rst time in 2009. The application of these standards has no effect on the Group’s accounts and only changes the way in which the fi nancial information on each segment is presented.In accordance with the provisions on the application of these standards, comparative fi nancial information on each segment has been adapted to the new presentation in respect of all the periods presented.

application of ifrs 5 “non-current assets held for sale and discontinued operations”In July 2009, the Bolloré Group sold its Cigarette and Thin Printing Papers business. As this business constituted a separate branch of activity, in accord-ance with IFRS 5, the income from this business is presented under “Net income from abandoned activities” as of December 31, 2009 and for all periods presented.In accordance with the standard, the 2008 comparative balance sheet has not been restated.

Note 28 describes the impact of changes in the scope and exchange rate vari-ations on the key fi gures, with the 2009 data applied to the 2008 scope of consolidation and exchange rate.


NOTES TO THE BALANCE SHEET

note 4 – goodwill

changes in goodwill

(in thousands of euros)

As of December 31, 2008 990,104

Acquisition 15,390(1)

Disposal (192)

Foreign exchange variation 3,611

Other (171)

As of December 31, 2009 1,008,742(1) Mainly corresponds to the acquisition of additional Tin Can securities for 8.7 million euros and to the goodwill of 3 million euros associated with the consolidation of Wifi rst.

breakdown by operating segment

(in thousands of euros) 12/31/2009 12/31/2008

Transportation and logistics 908,854 893,487

Fuel distribution 55,941 55,838

Industry 10,451 10,451

Other activities 33,496 30,328

Total 1,008,742 990,104

cgu definition and groupingAs of December 31, 2009, the Bolloré Group is made up of 30 cash-generating units (CGUs) which have been grouped together. The breakdown of activities by CGU is based on the specifi c features of the Group’s various businesses.The main CGUs are as follows: Transportation and logistics in Africa, International logistics and Fuel distribution (excluding concessions).These activities are described in note B.7 Valuation rules and methods, para-graph 21: Analysis by segment.Owing to the synergies existing between the CGUs listed below, the Group has identifi ed the following three CGU groupings:

the Africa Logistics grouping, which includes the CGUs Transportation and •

logistics in Africa and Rail and port concessions in Africa;the Free Press grouping; •

the Telecom grouping. •

Depreciation is carried out in respect of the CGUs according to grouping.

determination of the recoverable valueAccording to IAS 36 “Impairment of assets”, the value of goodwill is tested each year. Tests are carried out at least once a year on the closure date.When the recoverable value (fair value or use value, whichever is the higher) is less than the book value of a CGU, a loss of value is entered in operating income under “Depreciation and provisions”.The use value is calculated by the method of discounting estimated operating cash fl ows after tax.Fair value is calculated on the basis of market information.

Main assumptions made when determining recoverable value

The main assumptions made when determining recoverable value are as follows:

the discount rate is determined on the basis of the weighted average cost of •

capital (WACC) of each CGU; it includes any risks specifi c to each activity (skills, markets and geography); the rate used was determined on the basis of information provided by a fi rm of experts;cash fl ows are calculated on the basis of operating budgets and are then •

extrapolated by applying, up to the fi fth year, a rate of growth corresponding to the growth potential of the markets concerned, and to the prospects defi ned by management on the basis of past experience. Beyond the fi fth year, the terminal value is assessed on the basis of capitalisation of cash fl ows to infi nity.

Cash fl ow estimates on concessions are based on the lengths of contracts.These tests are carried out on the basis of a discount rate after tax. Themethod used does not differ greatly from a calculation carried out on the basis of a discount rate before tax (verifi cation carried out in accordance withIAS 36 BCZ 85).


The table below shows the assumptions made in respect of the main CGUs:

2009(in thousands of euros)

Transportation and logistics in

Africa (CGUs)

International logistics (CGUs)

Fuel distribution

(CGUs)

Net book value of goodwill 435,132 459,686 31,826

Impairments recognised for the fi nancial year 0 0 0

Basis used for the recoverable value Use value Use value Use value

Cash fl ow model parameters

rate of growth implicit in forecasts for Y+2 to Y+5 – 2% to 4% 2% to 12% 2%

rate of growth, terminal value – 2% 2% 1%

weighted average cost of capital (WACC) – 11.6% 8.7% 8.7%

Sensitivity of tests to the changes in criteria described below

discount rate for which recoverable value = book value – 15.1% 12.7% 9.6%

growth rate to infi nity for which recoverable value = book value – –4.1% –2.3% –0.3%

2008(in thousands of euros)


(CGUs)

International logistics (CGUs)

Fuel distribution

(CGUs)

Net book value of goodwill 433,017 455,154 31,723

Impairments recognised for the fi nancial year 0 0 0

Basis used for the recoverable value Use value Use value Use value

Cash fl ow model parameters

rate of growth implicit in forecasts for Y+2 to Y+5 – 2% to 4% 2% to 4% 2%

rate of growth, terminal value – 2% 2% 1%

weighted average cost of capital (WACC) – 11.2% 8.5% 7.9%

Sensitivity of tests to the changes in criteria described below

discount rate for which recoverable value = book value – 16.8% 13.2% 8.2%

growth rate to infi nity for which recoverable value = book value – –3.7% –2.1% 0.7%


note 5 – intangible fixed assets

changes in 2009

Gross values(in thousands of euros)

As of12/31/2008 Acquisitions Disposals

Changes inscope

Foreignexchangevariations

Othertransactions

As of12/31/2009

Concessions, patents, research costs 165,581 52,778 (312) 153 (45) 3,659 221,814

Going concerns 70,171 732 (322) (360) (11) 0 70,210

Other 49,501 31,756 (2,199) (2,479) (13) (1,460) 75,106

Gross values 285,253 85,266 (2,833) (2,686) (69) 2,199 367,130

Depreciation and provisions(in thousands of euros)

As of 12/31/2008 Allocations Reversals

Changes in scope

Foreign exchange variations

Other transactions

As of 12/31/2009

Concessions, patents, research costs (46,465) (21,623) 718 (85) 5 105 (67,345)

Going concerns (38,932) (642) 341 441 37 (1) (38,756)

Other (34,695) (4,761) 361 1,660 (15) (443) (37,893)

Depreciation and provisions (120,092) (27,026) 1,420 2,016 27 (339) (143,994)

Net values 165,161 58,240 (1,413) (670) (42) 1,860 223,136

note 6 – tangible fixed assets

changes in 2009

Gross values(in thousands of euros)

As of 12/31/2008 Acquisitions Disposals

Changes in scope


Other transactions

As of 12/31/2009

Land 49,280 8,292 (326) (2,525) (329) 512 54,904

Buildings 647,054 24,298 (3,381) (13,238) (5,094) 34,374 684,013

Plant and equipment 661,228 48,790 (18,821) (102,026) (2,311) 24,586 611,446

Other 497,314 35,613 (22,696) 3,613 (4,020) 11,492 521,316

Fixed assets in progress 54,752 51,984 (286) (583) (295) (53,973) 51,599

Advances and down payments 27,614 16,107 (18,023) (441) (7) (10,083) 15,167

Gross values 1,937,242 185,084 (63,533) (115,200) (12,056) 6,908 1,938,445


Depreciation and provisions(in thousands of euros)

As of 12/31/2008 Allocations Reversals

Changes in scope


Other transactions

As of 12/31/2009

Land (7,293) (571) 8 604 39 63 (7,150)

Buildings (240,443) (26,170) 2,672 8,186 1,841 (320) (254,234)

Plant and equipment(1) (410,607) (59,706) 16,072 72,563 1,384 1,796 (378,498)

Other (286,237) (42,431) 20,624 (2,074) 2,683 (3,645) (311,080)

Fixed assets in progress (1,280) (191) 184 0 0 1 (1,286)

Advances and down payments 0 0 0 (101) 0 0 (101)

Depreciation and provisions (945,860) (129,069) 39,560 79,178 5,947 (2,105) (952,349)

Net values 991,382 56,015 (23,973) (36,022) (6,109) 4,803 986,096

(1) The use value as of December 31, 2009 of the Plastic fi lms CGU led to entry of depreciation of –8 million euros in the tangible fi xed assets of this CGU in the absence of any goodwill (compared to –5.9 million euros on December 31, 2008).The discount rate used was 6.1%, compared to 6.3% on December 31, 2008.

Investments are listed by operating segment in note 27.

assets acquired through capital leases and restated in consolidation

As of December 31, 2009(in thousands of euros) Gross amount

Amortisation

Net amountFinancial year Total

Land 1,570 0 0 1,570

Buildings 13,694 (740) (6,951) 6,743

Other fi xed assets 27,024 (3,743) (12,725) 14,299

Total 42,288 (4,483) (19,676) 22,612

As of December 31, 2008(in thousands of euros) Gross amount

Amortisation

Net amountFinancial year Total

Land 1,570 0 0 1,570

Buildings 15,532 (538) (6,603) 8,929

Other fi xed assets 29,723 (2,595) (14,229) 15,494

Total 46,825 (3,133) (20,832) 25,993


note 7 – leases

operating leases, as lesseeSchedule of minimum payments due

As of December 31, 2009(in thousands of euros) Total Less than 1 year

From 1 to 5 years

More than 5 years

Concessions(1) (411,511)(2) (22,386) (88,074) (301,051)

Minimum payments (330,164) (121,388) (161,324) (47,452)

Income from subleasing 22,972 14,541 8,283 148

Total (718,703) (129,233) (241,115) (348,355)


From1 to 5 years

More than 5 years

Concessions(1) (314,868)(2) (18,104) (71,924) (224,840)

Minimum payments (291,663) (121,212) (129,427) (41,024)

Income from subleasing 8,410 3,025 5,120 265

Total (598,121) (136,291) (196,231) (265,599)(1) See information on concession contracts below.(2) Includes only the fi xed share of fees.

operating leases, as lessorSchedule of total gross investment in the lease and discounted present value of the minimum payments to be received under it


From1 to 5 years

More than5 years

Minimum payments 3,892 2,377 1,515 0

Conditional rent for period 88 32 56 0

Total 3,980 2,409 1,571 0


From1 to 5 years

More than 5 years

Minimum payments 9,823 3,597 6,226 0

Conditional rent for period 184 118 66 0

Total 10,007 3,715 6,292 0


details of concession contracts

Recipient of the concession Infrastructures

Grantor of the concession Term of contract

Consideration for the right of use granted by the grantor of the concession(1)(2)

Control of infrastructures usedand subsequent developments(3)

Benin Terminal(4)

Cotonou port terminal (Benin)

Benin government and independent port of Cotonou

25 years from 2009 Initial fee+ fi xed annual fee+ fee based on volume

Existing infrastructures made available by the grantor of the concession, which retains ownership thereof.Contractual maintenance obligation.All development and improvement work is the responsibility of the recipient of the concession.

Congo Terminal

Pointe-Noire port terminal (Congo)

Independent port of Pointe-Noire

27 years from 2009 until 2035

Initial fee+ fi xed annual fee+ fee based on volume


SFDM Oil pipeline linking the port of Donges to Metz and depots (France)

French government

25 years fromMarch 1995

Initial fee+ fi xed annual fee+ fee on net incomefor previous year

Existing infrastructures made available by the grantor of the concession, which retains ownership thereof. Contractual maintenance obligation. All development and improvement work is the responsibility of the recipient of the concession.

Sitarail Rail network linking Abidjan to Ouagadougou (Côte d’Ivoire/Burkina Faso)

Burkina Faso and Côte d’Ivoire governments

15 years from 1995, renewed until 2030

Fee based on turnover+ debt servicing payment

Existing infrastructures made available by the grantor of the concession, which retains ownership and carries out development work.The recipient of the concession is contractually responsible for maintenance.

Camrail Cameroon rail network

Cameroongovernment


Fixed annual fee+ fee based on pre-tax income for previous year

Existing infrastructures made available by the grantor of the concession, which retains ownership thereof.The recipient of the concession is contractually responsible for maintenance.All development and renewal work is the responsibility of the Cameroon government.

SETV Vridi port terminal (Côte d’Ivoire)

Independent port of Abidjan


Fixed annual fee reviewable each year


DIT Douala port terminal (Cameroon)

Independent port of Douala

15 years from 2005 Initial fee+ fi xed annual fee


Meridian Port Service

Tema port terminal (Ghana)

Ghana port authorities

20 years from 2004 Initial fee+ fi xed annual fee reviewable each year+ fee based on turnover


TICT Tin Can port terminal (Nigeria)

Nigeria port authorities

15 years from 2006 Initial fee+ fi xed annual fee reviewable each year


Bolloré Telecom

Regional WiMax licences (France)

French government

20 years from 2006 Initial fee+ fi xed annual fee

Only radio frequencies made available.

STCG Owendo port terminal (Gabon)

Gabon port offi ce (OPRAG)

20 years with possibility of renewal for up to 10 years

Initial fee+ fi xed annual fee

Existing infrastructures made available by the grantor of the concession, which retains ownership thereof.Contractual obligation to fi t out, maintain and develop infrastructures borne by the recipient of the concession.

(1) Royalties are recognised as operating expenses in the fi nancial year in which they fall due.(2) The initial fee is recognised under intangible fi xed assets and amortised on a straight-line basis over the concession’s lifetime.(3) Contractual obligations to maintain and recondition are recognised in provisions according to IAS 37 and described in note 17 – Provisions for contingencies and charges.(4) Operational start-up in respect of the concession is scheduled for 2012.


Features common to all the contracts

Service charges monitored and regulated Concession holder free to set the price of services, subject to the grantor’s approval in the case of some concessions

Source of revenue of the recipient of the concession Users

Infrastructure transferred to the recipient of the concession at the end of the contract No

note 8 – investments in equity affiliates


As of December 31, 2008 916,786

Change in the scope of consolidation(1) 3,786

Net income share 72,427

Other transactions(2) (22,181)

As of December 31, 2009 970,818(1) Of which 4 million euros associated with the takeovers of Tiba International and SDV Horoz.(2) Of which –27.8 million euros in dividends, –14.1 million euros from changes of opening shareholders’ equity in Aegis and 17.8 million euros in translation (of which 10.4 million euros for Aegis

and 9.3 million euros for Socfi ndo).


consolidated value of main affiliated companies

As of 12/31/2009 As of 12/31/2008

(in thousands of euros) Net income share Net equity share Net income share Net equity share

Aegis(1) 30,014 358,861 923 341,801

Havas(2) 33,389 396,865 (175,323) 369,472

Socfi nal Group 7,321 173,635 47,295 168,861

Euro Media Group 1,494 34,687 1,105 33,203

Someport Walon 61 3,109 1,176 3,449

Tiba International (104) 2,962 – –

SDV Horoz 252 699 – –

Total 72,427 970,818 (124,824) 916,786

Changes in companies accounted for by the equity method

In accordance with IAS 28, the value of holdings consolidated by the equity method is tested on the closing date if there is an objective indication of a loss of value.The use value of the shareholding is calculated on the basis of an analysis of various criteria including the stock exchange value, discounted future cash fl ows and comparable listed companies.These methods use the price targets determined by fi nancial analysts for listed securities.The use values of the holdings in Havas and Aegis were recalculated on December 31, 2009.As far as Havas is concerned, a review of the use value showed an adjustment for depreciation of 5.5 million euros.As far as Aegis is concerned, a review of the use value showed an adjustment for depreciation of 9.6 million euros.

(1) AegisAegis is a company listed on the London Stock Exchange which draws up its consolidated fi nancial statements in accordance with the IFRS system.As of December 31, 2009, the Bolloré Group owns 29.04% of the Aegis Group (29.10% on December 31, 2008). This holding has been included according to the equity method in the Group’s fi nancial statements since September 30, 2008, as referred to in the 2008 annual report.The task of calculating the fair value of identifi able assets and liabilities was given to an external fi rm.Goodwill was calculated in accordance with the IFRS system and given in the currency of the acquired entity and converted at the exchange rate on the closing date.Identifi able intangible assets in accordance with IAS 38 and according to general practice in this sector correspond to networks consisting of a series of intangible assets (customer relations, tools, trade marks) forming an indivisible whole and of an indefi nite lifetime.These assets have been valued by discounting future cash fl ows.On December 31, 2009, the consolidated value of the shareholding was 358.9 million euros and the Group’s share of net income was 30 million euros after depreciation of 9.6 million euros.The market value of the shareholding was 453.4 million euros at the spot price on December 31, 2009.

Summary of main fi nancial information on Aegis

(in millions of pounds sterling) As of 12/31/2009 As of 12/31/2008


Net income 64 89

Total assets 3,613 4,114

Shareholders’ equity 444 460

(2) HavasHavas is a listed company which publishes consolidated accounts under the IFRS system.As of December 31, 2009, the Bolloré Group owns 32.93% of the Havas Group (32.93% on December 31, 2008).Under IFRS criteria, the Group does not control Havas, so this shareholding is consolidated by the equity method in the consolidated fi nancial statements. During the fi nancial year, nothing changed the assessment of the considerable infl uence concerning the shareholding in the Havas Group.On December 31, 2009, the consolidated value of the shareholding was 396.9 million euros and the Group’s share of net income was 33.4 million euros (after adjustment for depreciation of 5.5 million euros).The market value of the shareholding was 395.1 million euros at the spot price on December 31, 2009.

Summary of main fi nancial information on Havas

(in millions of euros) As of 12/31/2009 As of 12/31/2008


Net income 98 112

Total assets 4,307 4,509



note 9 – other financial assets

As of December 31, 2009(in thousands of euros) Gross value Provisions Net value

Of whichnon-current Of which current

Assets available for sale 1,701,549 (191,862) 1,509,687 1,509,687 0

Assets at fair value through profi t and loss 0 0 0 0 0

Loans, receivables, deposits and obligations 70,017 (37,077) 32,940 32,405 535

Total 1,771,566 (228,939) 1,542,627 1,542,092 535

As of December 31, 2008(in thousands of euros) Gross value Provisions Net value

Of whichnon-current Of which current

Assets available for sale 1,079,035 (125,866) 953,169 953,169 0

Assets at fair value through profi t and loss 1,490 0 1,490 1,490 0

Loans, receivables, deposits and obligations 159,196 (49,573) 109,623 98,026 11,597

Total 1,239,721 (175,439) 1,064,282 1,052,685 11,597

breakdown of changes over the period

(in thousands of euros)Net value as

of 12/31/2008 Acquisitions(1) Disposals(2)Change

of fair value(3)

Depreciation recorded in

income(4)Other

transactions(5)

Net value as of

12/31/2009

Assets available for sale 953,169 147,689 (24,168) 486,327 (44,191) (9,139) 1,509,687

Assets at fair value through profi t and loss 1,490 0 0 (1,490) 0 0 0

Loans, receivables, deposits and obligations 109,623 5,079 (79,198) 0 (1,445) (1,119) 32,940

Total 1,064,282 152,768 (103,366) 484,837 (45,636) (10,258) 1,542,627

(1) Mainly the result of acquisitions of Vallourec securities for 104.7 million euros, including 21.4 million euros in share dividends.(2) Assets available for sale: disposals of Vallourec securities obtained in dividends for –22.4 million euros. Loans, receivables, deposits and obligations: reimbursement of cash deposits of 54.5 million euros.(3) Disposals of shares made did not lead to any adjustment in the income statement of reserves for fi nancial instrument reassessments (IAS 32-39) for the fi nancial year.(4) Assets available for sale: mainly depreciation of SNO securities of –28.9 million euros.(5) Mainly the result of changes in scope.

assets at fair value through profit and lossAssets at fair value through profi t and loss mainly include derived fi nancial instruments (see note 21 – Financial indebtedness).


assets available for sale

Breakdown of main shares

As of 12/31/2009 As of 12/31/2008

Companies(in thousands of euros) Percentage held Net book value Percentage held Net book value

Vallourec 5.22 379,951 2.90 126,275

Financière de l’Odet(2) 26.82 380,471 26.82 255,936

Gaumont 9.57 15,945 9.57 18,603

BigBen Interactive 10.98 10,321 – –

Harris Interactive 14.90 6,639 14.97 3,754

Other listed securities – 3,019 – 2,320

Listed securities sub-total 796,346 406,888

Sofi bol(1)(2) 48.95 369,658 48.95 264,654

Financière V(1)(2) 49.69 192,334 49.69 137,792

Omnium Bolloré(1)(2) 48.84 97,143 49.84 69,595

Other unlisted securities – 54,206 – 74,240

Unlisted securities sub-total 713,341 546,281

Total 1,509,687 953,169

Listed shares are valued at their stock exchange price (see note 36). The unlisted shares consist mainly of the Group’s stakes in Omnium Bolloré, Sofi bol and Financière V, all intermediate holding companies controlled by the Group.On December 31, 2009, a temporary loss was recognised directly in shareholders’ equity through revaluations of fi nancial assets available for sale on Gaumont securities for a sum of –0.8 million euros; this loss is not considered to be signifi cant or lasting.

(1) Sofi bol, Financière V, Omnium Bolloré:The Bolloré Group directly and indirectly owns shares in Omnium Bolloré, Financière V and Sofi bol, all intermediate holding companies controlled by the Group.

– Sofi bol, controlled by Vincent Bolloré, is 51.06%-owned by Financière V, 35.93%-owned by Bolloré and 13.01%-owned by Compagnie Saint-Gabriel, itself a wholly owned subsidiary of Bolloré. – Financière V, controlled by Vincent Bolloré, is 50.31%-owned by Omnium Bolloré, 22.81%-owned by Compagnie du Cambodge, 10.50%-owned by Financière Moncey, 10.25%-owned by Bolloré,

4%-owned by Société Industrielle et Financière de l’Artois, 1.68%-owned by Compagnie des Tramways de Rouen and 0.45%-owned by Société des Chemins de Fer et Tramways du Var et du Gard. – Omnium Bolloré, controlled by Vincent Bolloré, is 50.05%-owned by Bolloré Participations, 27.92%-owned by African Investment Company (controlled by Bolloré), 17.10%-owned by Financière

Moncey, 4.82%-owned by Bolloré and 0.11%-owned by Vincent Bolloré.These securities are valued on the basis of the transparent value corresponding to the average of the three methods described below:

– of the stock market prices of Bolloré and Financière de l’Odet; – of the consolidated shareholders’ equity of Financière de l’Odet.

The overall value of these shareholdings estimated on the basis of just the stock market price of Financière de l’Odet would be over 28.3 million euros at the value thus calculated, this overall value still being above their acquisition cost.

(2) Despite its participation in the companies Financière de l’Odet (26.82%), Sofi bol (48.95%), Omnium (49.84%) and Financière V (49.69%), the Bolloré Group does not have any real infl uence over these shareholdings because the shares held confer no voting rights owing to the control directly and indirectly exercised by these companies over the Bolloré Group.

note 10 – other non-current assets

As of 12/31/2009 As of 12/31/2008

(in thousands of euros) Gross value Provisions Net value Gross value Provisions Net value

Other non-current assets 4,669 (4,372) 297 4,878 (4,434) 444

Total 4,669 (4,372) 297 4,878 (4,434) 444


aged balance of past due receivables without provisions on closure

As of December 31, 2009(in thousands of euros) Total Not past due Past due

0 to 6 months

6 to 12 months

More than 12 months

Net trade receivables 1,221,799 798,100 423,699 330,339 61,447 31,913

As of December 31, 2008(in thousands of euros) Total Not past due Past due 0 to 6 months 6 to 12 months

More than 12 months

Net trade receivables 1,303,554 868,404 435,150 366,442 40,894 27,814

The Group looks at its trade receivables on a case-by-case basis and calculates depreciation on an individual basis taking into account the customer’s situation and late payments.Past due receivables without provisions were included under insurance and credit cover of 129.2 million euros on December 31, 2009 and 161.1 million euros on December 31, 2008.

note 11 – stock and work in progress

As of 12/31/2009 As of 12/31/2008


Raw materials, supplies, etc. 82,022 (13,311) 68,711 89,914 (12,776) 77,138

Work in progress, intermediate and fi nished products 11,732 (706) 11,026 21,644 (1,864) 19,780

Travel in progress 234 0 234 383 0 383

Other services in progress 881 0 881 1,625 0 1,625

Goods 64,567 (529) 64,038 44,758 (665) 44,093

Total 159,436 (14,546) 144,890 158,324 (15,305) 143,019

note 12 – trade and other receivables

As of 12/31/2009 As of 12/31/2008


Trade and similar receivables 1,288,138 (66,339) 1,221,799 1,372,387 (68,833) 1,303,554

Taxes and social security contributions paid in advance 12,751 (472) 12,279 11,739 (296) 11,443

Due from suppliers 102,532 (448) 102,084 100,205 (429) 99,776

Current credit balances 68,154 (20,293) 47,861 77,825 (45,891) 31,934

Other trading credits 111,142 (5,568) 105,574 118,786 (5,507) 113,279

Other credits 12,097 (1,878) 10,219 8,738 (1,985) 6,753

Total 1,594,814 (94,998) 1,499,816 1,689,680 (122,941) 1,566,739


analysis of the change in provisions for trade and similar receivables

(in thousands of euros)As of

12/31/2008 Allocations ReversalsChanges in

scope


Other transactions

As of 12/31/2009

Trade and similar receivables (68,833) (14,884) 15,351 1,369 102 556 (66,339)

analysis in the income statement of provisions and charges for trade receivables

(in thousands of euros) 2009(1) 2008(1)

Allocations to provisions (14,884) (18,398)

Reversals of provisions 15,351 19,712

Losses on irrecoverable receivables (8,064) (12,038)

(1) Including the Paper business reclassifi ed according to IFRS 5 as an abandoned activity.

note 13 – current tax-assets

As of 12/31/2009 As of 12/31/2008


Current tax – assets 87,694 0 87,694 128,344 0 128,344

Total 87,694 0 87,694 128,344 0 128,344

note 14 – other current assets

As of 12/31/2009 As of 12/31/2008


Settlement accounts 19,387 0 19,387 20,695 0 20,695

Total 19,387 0 19,387 20,695 0 20,695

note 15 – cash and cash equivalents

As of 12/31/2009 As of 12/31/2008


Cash 336,887 (177) 336,710 327,733 (19) 327,714

Cash equivalents 80,764 (382) 80,382 67,519 (382) 67,137

Credit cash management agreements(credit balances) 72,583 0 72,583 13,033 0 13,033

Cash and cash equivalents 490,234 (559) 489,675 408,285 (401) 407,884

Bank overdrafts and related debts 0 0 0 0 0 0

Current bank facilities (117,540) 0 (117,540) (156,052) 0 (156,052)

Net cash 372,694 (559) 372,135 252,233 (401) 251,832


income per shareThe table below gives a breakdown of the details used to calculate the basic and diluted income per share shown at the bottom of the income statement.


Group’s share of net income, used to calculate income per share – basic 94,465 50,344

Group’s share of net income, used to calculate income per share – diluted 94,465 50,344

Group’s share of net income from ongoing activities, used to calculate income per share – basic 104,958 69,578

Group’s share of net income from ongoing activities, used to calculate income per share – diluted 104,958 69,578

Number of shares issued as of December 31

2009 2008

Number of shares issued 24,701,151 24,701,151

Number of own shares (3,310,075) (3,306,749)

Number of shares in circulation 21,391,076 21,394,402

Share option plan 1,146,000 1,184,000

Number of shares issued and potential shares 22,537,076 22,578,402

Weighted average number of shares in circulation – basic 21,393,296 21,543,392

Weighted average number of dilutive shares resulting from the exercising of options 0(1) 0(1)

Weighted average number of shares in circulation and potential shares – after dilution 21,393,296 21,543,392

(1) Share options for which the price plus the fair value of services to be carried out by recipients until rights are obtained is greater than the annual average stock exchange price are not included in the calculation of the diluted income per share owing to their non-dilutive effect.

note 16 – shareholders’ equityOn December 31, 2009, the share capital of Bolloré SA was 395,218,416 euros, divided into 24,701,151 fully paid-up ordinary shares with a nominal value of 16 euros each. During the period ending on December 31, 2009, the weighted average number of ordinary shares in circulation was 21,393,296 and the weighted average number of ordinary and dilutive shares was 21,393,296.

change in capitalThere was no change in the capital of the parent company in the 2009 fi nancial year.Transactions that affect or could affect the share capital of Bolloré SA are subject to agreement by the General Meeting of Shareholders.

The Group monitors, in particular, changes in the net indebtedness/total shareholders’ equity ratio.The net indebtedness used is presented in note 21 – Financial indebtedness.The shareholders’ equity used is that shown in the schedule of changes in the shareholders’ equity in the fi nancial statements.

dividends distributed by the parent companyThe total amount of dividends paid by the parent company was 27,171 thou-sand euros, that is to say 1.10 euro per share in 2009.

own shares heldAs of December 31, 2009, the number of own shares held by Bolloré and its subsidiaries was 3,310,075.


note 17 – provisions for contingencies and charges

2009 fi nancial year(in thousands of euros)

As of12/31/2008 Increases

Decreases

Changesin scope Other


As of 12/31/2009

Withuse

Withoutuse

Provisions for litigation(1) 7,226 3,523 (1,703) (2,232) (489) (676) (14) 5,635

Other provisions for contingencies 5,188 5,257 (390) (2,089) (487) (299) (4) 7,176

Restructuring 1,841 2,040 (727) (279) 0 (246) (68) 2,561

Other provisions for charges 8,632 4,813 (1,643) (3,180) 0 363 (111) 8,874

Total provisions (due withinone year) 22,887 15,633 (4,463) (7,780) (976) (858) (197) 24,246

Provisions for litigation(1) 22,224 8,236 (2,642) (4,812) 583 668 (175) 24,082

Provisions for subsidiary risks 10,442 1,273 (437) (3,581) 514 (701) 6 7,516

Other provisions for risks(2) 46,242 37,476 (902) (22,135) (64) (1,617) (40) 58,960

Provisions for taxes 12,478 14,842 (5,275) (412) (226) 21 11 21,439

Contractual obligations 3,439 1,031 (801) (13) 0 1,677 6 5,339

Restructuring 1,563 1,628 (595) (202) (200) 218 0 2,412

Other provisions for charges 8,689 535 (290) (98) 0 194 (66) 8,964

Total of other provisions 105,077 65,021 (10,942) (31,253) 607 460 (258) 128,712

Total 127,964 80,654 (15,405) (39,033) (369) (398) (455) 152,958

(1) Corresponds to individually insignifi cant operating litigation.(2) Including Copigraph dispute for –22.7 million euros.

Provisions for cleaning up pollution and environmental risks were –4 million euros on December 31, 2009 and –3.7 million euros on December 31, 2008.

Impact (net of the charges incurred) on the 2009 income statement

(in thousands of euros) AllocationsReversals

without use Net impact

Operating income (64,499) 28,805 (35,694)

Net financial income (1,313) 9,816 8,503

Taxes (14,842) 412 (14,430)

Total (80,654) 39,033 (41,621)

Provisions for restructuring are recognised as soon as the Group has a detailed formal plan of which the parties concerned have been notifi ed.Provisions for contractual obligations mainly concern the restoration of premises used under service concession contracts. They are calculated at the end of each fi nancial period according to a work schedule extending over more than one year and revised annually to take account of the expenditure schedules.


note 18 – commitments to the staff

assets and liabilities included in the balance sheet

As of 12/31/2009 As of 12/31/2008


Post-employment

benefi ts

Otherlong-term

benefi ts Total

Post-employment

benefi ts

Otherlong-term

benefi ts Total

Discounted value of commitments (non-funded schemes) 69,313 19,468 88,781 75,672 20,212 95,884

Discounted value of commitments (funded schemes) 42,733 0 42,733 44,388 0 44,388

Actuarial differences not included in the accounts (4,579) 0 (4,579) (6,343) 0 (6,343)

Fair value of assets in the scheme (25,915) 0 (25,915) (24,757) 0 (24,757)

Cost of past services not included in the accounts (2,634) 0 (2,634) (2,754) 0 (2,754)

Net balance sheet value of commitments to staff 78,918 19,468 98,386 86,206 20,212 106,418

Actuarial losses and gains from experience generated in respect of the Group during 2009 were –2 million euros (or –1.49% compared to the commitment).

expenditure components



Post-employment

benefi ts

Otherlong-term

benefi ts Total

Post-employment

benefi ts

Otherlong-term

benefi ts Total

Cost of past services (5,219) (2,176) (7,395) (5,308) (1,583) (6,891)

Interest charges (5,165) (893) (6,058) (4,832) (879) (5,711)

Expected yield of scheme assets 1,316 0 1,316 1,076 0 1,076

Cost of past services (571) 0 (571) (5,794) (101) (5,895)

Actuarial gains and losses recognised over the year (1,088) 777 (311) (319) (270) (589)

Costs of commitments to staff for ongoing activities (10,727) (2,292) (13,019) (15,177) (2,833) (18,010)

Costs of commitments to staff for abandoned activities (385) (62) (447) (814) (84) (898)

Costs of commitments to staff for total activities (11,112) (2,354) (13,466) (15,991) (2,917) (18,908)


changes in net balance sheet liabilities/assets

Changes in provisions



Post-employment

benefi ts

Otherlong-term

benefi ts Total

Post-employment

benefi ts

Otherlong-term

benefi ts Total

As of January 1 86,206 20,212 106,418 79,445 19,146 98,591

Increase 11,112 2,354 13,466 15,991 2,917 18,908

Decrease (9,636) (1,832) (11,468) (7,810) (1,663) (9,473)

Translation adjustment (397) (368) (765) (1,883) (188) (2,071)

Other transactions(1) (8,367) (898) (9,265) 463 0 463

As of December 31 78,918 19,468 98,386 86,206 20,212 106,418

(1) Mainly includes the impact of the disposal of Papers for –9.3 million euros.

Information on hedged assets

Reconciliation between the fair value of hedged assets at the start and end dates of the fi nancial year

(in thousands of euros)Revenue

arrangementsCapital

arrangements Total

Fair value of assets as of January 1, 2009 22,316 2,441 24,757

Expected return from assets 1,258 63 1,321

Actuarial (losses) gains generated 1,033 (45) 988

Contributions paid by the employer 1,155 23 1,178

Contributions paid by the employee 110 0 110

Reductions/liquidations 0 (1,705) (1,705)

Benefi ts paid by the fund (1,375) (349) (1,724)

Changes in scope 0 0 0

Other (610) 1,600 990

Fair value of assets as of December 31, 2009 23,887 2,028 25,915

Composition of the investment portfolio

The assets of pension plans are mainly located in France and the UK.

Hedged assets are invested on closure as follows:

France 12/31/2009 12/31/2008

(in percentage) Share Yield rate Share Yield rate

Shares 0 0 0 0

Bonds 0 0 0 0

Fixed assets 0 0 0 0

Cash 0 0 0 0

Other 100 4 100 4

Total 100 4 100 4


The expected yield rate was established on the basis of the characteristics of the insurance policies.For France, insurance policies are exclusively “in euros” and are managed on the general assets of the insurers.No investment is made in the Group’s own assets.

UK 12/31/2009 12/31/2008

(in percentage) Share Yield rate Share Yield rate

Shares 39 6.80 36 7.70

Bonds 48 6.00 62 6.00

Fixed assets 0 5.80 0 7.20

Cash 13 3.80 2 4.30

Other 0 – 0 –

Total 100 6.25 100 6.81

valuation assumptions

Commitments are valued by actuaries who are independent from the Group. Any assumptions made take account of the specifi c nature of the arrangements and companies concerned.Full actuarial valuations are carried out each year during the fi nal quarter.

Geographical distribution of commitments on the closure date:

As of December 31, 2009(in thousands of euros) France UK Other Total

Discounted value of commitments (non-funded schemes) 27,235 0 42,078 69,313

Discounted value of commitments (funded schemes) 20,719 21,227 787 42,733

Post-employment benefi ts 47,954 21,227 42,865 112,046

Other long-term benefi ts 13,578 355 5,535 19,468

Actuarial differences not included in the accounts 1,719 1,456 (7,754) (4,579)

Fair value of assets in the scheme (8,159) (17,358) (398) (25,915)

Cost of past services not included in the accounts (2,634) 0 0 (2,634)

Net balance sheet value of commitments to staff 52,458 5,680 40,248 98,386

Discount rates determined by country or geographical zone are obtained, for signifi cant commitments, by reference to the yield rate of category one private bonds (with maturity equivalent to the term of the schemes valued).

The main actuarial assumptions made in determining commitments are as follows:

(in percentage) France UK Other

As of December 31, 2009

Discount rate 5.00 5.60 5.00

Expected return from assets 4.00 6.25 4.00

Salary increase(1) 2.50 3.90 2.50

Increase in the cost of healthcare 3.51 – 3.51

As of December 31, 2008

Discount rate 4.30 6.50 4.30

Expected return from assets 4.00 6.81 4.00

Salary increase(1) 2.10 4.00 2.10

Increase in the cost of healthcare 3.70 – 3.70(1) Infl ation included.

In the case of pension schemes, actuarial losses and gains are amortised as expenses, applying the “corridor” rule: losses or gains exceeding 10% of the maximum difference between the actuarial liability and the market value of the fi nancial assets are amortised over the expected mean remainder of working life (see “Accounting principles and methods”).


sensitivitySensitivity of the valuation to changes in the discount rate:

Change in the discount rate In % In thousands of euros

Of –0.5% Of +0.5% Of –0.5% Of +0.5%

Effect on commitment in 2009 5.46 – 4.58 7,211 ( 6,048)

Effect on expense in 2010 3.39 – 3.59 413 ( 437)

Sensitivity of the valuation to changes in the expected yield rate of assets:

Change in the expected yield rate In % In thousands of euros

Of –10% Of +10% Of –10% Of +10%

Effect on expense in 2010 – 10.00 10.00 (135) 135

Sensitivity of healthcare benefi t commitments to a 1% change in medical costs:

Change in medical costs In % In thousands of euros

Of –1% Of +1% Of –1% Of +1%

Effect on commitment in 2009 – 7.42 8.48 ( 99) 114

Effect on normal cost and interest in 2010 – 8.29 9.70 (6) 7

note 19 – transactions in which payment is based on sharesNo new plan was granted for consolidated companies in 2009. The terms of existing plans on closure are described below.

bolloré sa stock option plan of june 2007The Group granted Bolloré SA share options to employees or company offi cers of the Group (plans paid for in shares). This operation was carried out under the conditions set out by the Extraordinary General Meeting of June 7, 2006. The terms of this plan and periods for exercising options were fi nally decided at the Board Meeting of April 6, 2007.The Group applied IFRS 2 “Share-based payment” to this share subscription plan. On the date of granting, June 8, 2007, the fair value of the shares granted was calculated by an independent expert according to the Black and Scholes model, this value representing the cost to be posted over the period corresponding to the option acquisition period.The fair value of the options is spread linearly over the share acquisition period. This amount is included in the income statement under “Wages and salaries” with a counterpart under shareholders’ equity. When options are exercised, the price paid by the recipients is posted under cash as a counterpart to share-holders’ equity.

Allocation conditions

Date of granting: June 8, 2007Number of options granted: 1,205,000Exercise price: 148.24 euros(corresponding to 95% of the average listed price for the 20 days of stock exchange trading preceding the date of allocation by the Bolloré Board of Directors of April 6, 2007)Share price on the date of granting: 168.19 eurosLegal lifetime of the options: 5 yearsShare acquisition period: 46 months

Main assumptions

Dividend rate: 0.50%Expected volatility: 20.00%Rate without risk: 4.15%Fair value of the option: 50.20 eurosOn December 31, 2009, the number of options still to be exercised was 1,146,000, including cancellations. The cost posted in the income statement was –14.2 million euros on this date.The staff costs posted in the income statement include estimated turnover determined by the Human Resources Department of the Bolloré Group.

bolloré telecom stock option plan of september 2007The Group also decided to allocate Bolloré Telecom (an unlisted company) share options to employees and offi cers of this company. The terms of this plan were determined at the Extraordinary General Meeting of July 19, 2007.This plan includes a liquidity guarantee provided by the principal shareholder (Bolloré SA) and, in accordance with IFRS 2, the Group believed that this plan involved a transaction in which payment was based on shares and settled in cash by Bolloré SA (cash settlement).This defi nition results in an estimate of liabilities in the consolidated fi nancial statements under the liquidity commitment, liabilities whose fair value is reas-sessed on each closure, any change being posted in the income statement under wages and salaries.Application of the terms of the liquidity mechanism results in an estimate of the fair value of the commitment based on two scenarios depending on net income over the period. The fair value is therefore calculated by combining these two scenarios using the Black & Scholes and Monte-Carlo methods.As of December 31, 2009, the number of options still to be exercised was 593,977. The expenditure entered in the 2009 fi nancial statements for the fair value of the commitment on the date of closure was –0.6 million euros.


Allocation conditions

Date of granting: September 11, 2007Number of options allocated: 593,977Exercise price: 16.00 eurosLegal lifetime of the options: 10 years from the allocation dateShare acquisition period: divided into 25% tranches per year of presence from the allocation dateLiquidity mechanism provided by Bolloré SA from the fi fth to the tenth year from the date of granting.

Main assumptions

Dividend rate: 0%Expected annual volatility: 50.00%Rate without risk: 4.50%Average fair value of the option (based on assumptions at the end of 2009): 6.37 euros

note 20 – schedule of debts

As of December 31, 2009(in thousands of euros) Total

Less than 1 year

From 1 to 5 years

More than5 years

Convertible bonds 0 0 0 0

Other bond issues 84,950 3,859 54,832 26,259

Total bond issues (a) 84,950 3,859 54,832 26,259

Loans from banks (b) 1,542,497 549,911 989,178 3,408

Other borrowings and similar debts (c) 165,280 125,358 32,860 7,062

Sub-total amortised cost liabilities (a+b+c) 1,792,727 679,128 1,076,870 36,729

Liabilities at fair value (d) 13,980 0 13,980 0

Total fi nancial debt (a+b+c+d) 1,806,707 679,128 1,090,850 36,729

Non-current liabilities

Other non-current liabilities 23,935 0 23,935 0

Debts among current liabilities

Trade and other receivables 1,576,430 1,576,430 0 0

Current tax 176,039 176,039 0 0

Other current liabilities 31,835 31,835 0 0

As of December 31, 2008(in thousands of euros) Total

Less than 1 year

From1 to 5 years

More than5 years

Convertible bonds 0 0 0 0

Other bond issues 188,604 99,892 52,857 35,855

Total bond issues (a) 188,604 99,892 52,857 35,855

Loans from banks (b) 1,429,858 475,163 525,341 429,354

Other borrowings and similar debts (c) 217,889 177,205 32,951 7,733

Sub-total amortised cost liabilities (a+b+c) 1,836,351 752,260 611,149 472,942

Liabilities at fair value (d) 3,837 0 3,837 0

Total fi nancial debt (a+b+c+d) 1,840,188 752,260 614,986 472,942

Non-current liabilities

Other non-current liabilities 25,102 0 25,038 64

Debts among current liabilities

Trade and other receivables 1,586,711 1,586,711 0 0

Current tax 188,870 188,870 0 0

Other current liabilities 20,569 20,569 0 0


note 21 – financial indebtedness

net financial indebtedness


12/31/2009Of which

currentOf which

non-currentAs of

12/31/2008Of which

currentOf which

non-current

Convertible bonds 0 0 0 0 0 0

Other bond issues 84,950 3,859 81,091 188,604 99,892 88,712

Loans from banks 1,542,497 549,911 992,586 1,429,858 475,163 954,695

Other borrowings and similar debts 165,280 125,358 39,922 217,889 177,205 40,684

Liabilities at fair value 13,980 0 13,980 3,837 0 3,837

Gross fi nancial indebtedness 1,806,707 679,128 1,127,579 1,840,188 752,260 1,087,928

Cash and cash equivalents(1) (489,675) (489,675) 0 (407,884) (407,884) 0

Cash deposit(2) 0 0 0 (32,321) 0 (32,321)

Assets at fair value(3) 0 0 0 (1,490) 0 (1,490)

Net fi nancial indebtedness 1,317,032 189,453 1,127,579 1,398,493 344,376 1,054,117

(1) Cash and cash equivalents – see note 15.(2) Included under “Other non-current fi nancial assets”.(3) See paragraph “Assets and liabilities at fair value through profi t and loss” below.

main characteristics of the elements of financial indebtedness

Analysis of fi nancial liabilities by category

Liabilities at amortised cost

Convertible bonds(in thousands of euros)

As of 12/31/2009

As of 12/31/2008

Value 0 0

Other bond issues(in thousands of euros)

As of 12/31/2009

As of 12/31/2008

Value(1) 84,950 188,604

(1) Issued by Bolloré: balance as of December 31, 2009: 84.9 million euros; balance on December 31, 2008: 187.8 million euros.

In March 2009, Bolloré repaid a bond totalling 100 million euros issued in March 2004 and paid the Euribor 6 month rate +0.50%. The bonds (par value 1,000 euros each) were listed on the Luxembourg stock exchange.On December 22, 2006, Bolloré borrowed a total of 123 million US dollars divided into three tranches in the form of a private loan:

the fi rst tranche is at a variable rate (Libor +1%), for 50 million US dollars •

repayable in 2013, issued at 98% of par value with a repayment premium of 1 million US dollars;the second tranche is 40 million US dollars over ten years at a fi xed rate of •

6.32%;the third tranche is 33 million US dollars over twelve years at a fi xed rate of •

6.42%.This loan is subject to combined interest and exchange cover (currency and interest rate swap) exchanging initial interest for a fi xed rate in euros, that is to say 2.925% for the fi rst tranche, 3.26% for the second tranche and 4.19% for the fi nal tranche. The principal is repaid in US dollars based on a rate of 1 euro = 1.3192 US dollars.

Loans from banks(in thousands of euros) 12/31/2009 12/31/2008

Value(1) 1,542,497 1,429,858

(1) Of which: – syndicated loans drawn of 300 million euros as of December 31, 2009 and 400 million euros as of December 31, 2008 under a fi nance line facility expiring in 2014;– 164 million euros as of December 31, 2009 and 193 million euros as of December 31, 2008 under a realisation of receivables facility;– 341.5 million euros of commercial papers drawn down under a facility of up to 500 million euros (77 million euros as of December 31, 2008);– 200 million euros of guaranteed fi nancing by security pledges as of December 31, 2009 (see note 34 - Commitments given).

Other borrowings and similar debts(in thousands of euros) 12/31/2009 Au 12/31/2008

Value(1) 165,280 217,889

(1) Mainly includes current bank overdrafts of 118 million euros as of December 31, 2009 and 156 million euros as of December 31, 2008.

Assets and liabilities at fair value through profi t and loss


Value

Non-current asset derivatives(1) 0 (1,490)

Current asset derivatives 0 0

Total 0 (1,490)

Non-current liability derivatives 13,980 3,837

Current liability derivatives 0 0

Total 13,980 3,837

(1) Included under “Other non-current fi nancial assets” – see note 9.


nature and fair value of derived financial instruments

Nature of instrument Risk covered Company Expiry

Total nominal amount

(in thousands of currency)

Fair value of instruments as of

December 31, 2009(in thousands of euros)

Fair value of instruments as of

December 31, 2008(in thousands of euros)

Interest rate swap agreement Rate Bolloré 2009 to 2012 125,000 (€) (7,234) (5,162)

Interest rate swap agreement(1) Rate Bolloré 2014 145,000 (€) (386) N/A

Currency interest rate swap Swap and rate Bolloré 2013/2016/2018 123,000 ($) (2,979) 6,652

Capped/fi xed rate payer interest rate swap agreement

Rate SDV UK 2013 25,500 (£) Repaid (2,535)

Sale of options Rate Financière du Loch

2012 20,000 (€) (3,381) (1,302)

The derivatives shown in the table above are not considered as hedging for the purposes of the accounts apart from a (structured var/int) rate(1) swap with a fair value of 386 thousand euros on December 31, 2009.The income and expenditure posted in the income statement for the period for these fi nancial liabilities are shown in note 30 – Net fi nancial income.

By currency

As of December 31, 2009(in thousands of euros) Total Euros US dollars GBP

Other currencies

Convertible bonds 0 0 0 0 0

Other bond issues 84,950 0 84,950 0 0

Total bond issues (a) 84,950 0 84,950 0 0

Loans from banks (b) 1,542,497 1,442,286 27,721 0 72,490

Other borrowings and similar debts (c) 165,280 66,998 20,353 880 77,049

Sub-total of amortised cost liabilities (a+b+c) 1,792,727 1,509,284 133,024 880 149,539

As of December 31, 2008(in thousands of euros) Total Euros US dollars GBP

Other currencies


Other bond issues 188,604 100,654 87,950 0 0

Total bond issues (a) 188,604 100,654 87,950 0 0

Loans from banks (b) 1,429,858 1,319,855 17,268 33,323 59,412

Other borrowings and similar debts (c) 217,889 93,051 38,974 42 85,822

Sub-total of amortised cost liabilities (a+b+c) 1,836,351 1,513,560 144,192 33,365 145,234

The vast majority of the Group’s debts are in euros.Loans in dollars: see paragraph “Other bond issues”.Within the framework of the acquisition of the JE-Bernard Group, the company SDV UK borrowed, on February 23, 2007, for a period of seven years, a total amount of 28 million pounds sterling. This loan was repaid at the end of 2009.


By interest rate (amounts before hedging)

As of 12/31/2009 As of 12/31/2008

(in thousands of euros) Total Fixed rate Variable rate Total Fixed rate Variable rate

Convertible bonds 0 0 0 0 0 0

Other bond issues 84,950 50,242 34,708 188,604 52,960 135,644

Total bond issues (a) 84,950 50,242 34,708 188,604 52,960 135,644

Loans from banks (b) 1,542,497 90,006 1,452,491 1,429,858 76,213 1,353,645

Other borrowings and similar debts (c) 165,280 61,341 103,939 217,889 117,403 100,486

Sub-total of amortised cost liabilities (a+b+c) 1,792,727 201,589 1,591,138 1,836,351 246,576 1,589,775

Moreover, after hedging:as of December 31, 2009, the Group’s share of fi xed-rate debt was 23% compared to 11.2% before hedging; •

as of December 31, 2008, the Group’s share of fi xed-rate debt was 26% compared to 13.4% before hedging. •

Schedule of non-discounted disbursements relating to gross indebtedness on closure

The main assumptions made when drawing up this schedule were as follows:credit lines confi rmed: the expired position is the position on closure of the 2009 accounts; the amount used at a subsequent date may be substantially •

different;expiry assumed for bilateral credit lines is the contractual term and not that of draw down; these draw downs are renewed by Group decision depending on •

cash arbitrage;sums in currencies are converted on closure; •

future interest at a variable rate is fi xed on the basis of the closure rate, unless a better estimate is provided. •

As of 12/31/2009 From 0 to 3 months From 3 to 6 months From 6 to 12 months

(in thousands of euros) Nominal Interest Nominal Interest Nominal Interest

Convertible bonds 0 0 0 0 0 0 0

Other bond issues 84,950 0 1,037 0 1,037 3,859 2,067

Loans from banks 1,542,497 6,292 6,315 18,698 6,213 524,921 12,168

Other borrowings and similar debts 165,280 497 1,555 497 1,530 124,363 3,025

Liabilities at fair value 13,980 0 0 0 0 0 0

Gross fi nancial indebtedness 1,806,707

As of 12/31/2009 From 1 to 5 years More than 5 years

(in thousands of euros) Nominal Interest Nominal Interest


Other bond issues 84,950 54,832 13,168 26,259 1,502

Loans from banks 1,542,497 989,178 49,976 3,408 492

Other borrowings and similar debts 165,280 32,860 2,800 7,063 193

Liabilities at fair value 13,980 13,980 0 0 0

Gross fi nancial indebtedness 1,806,707


note 22 – other non-current liabilities

As of 12/31/2008

Changes in scope

Net changes


Other transactions

As of 12/31/2009(in thousands of euros) Acquisitions Disposals

Other non-current liabilities 25,102 288 75 910 587 (3,027) 23,935

Total 25,102 288 75 910 587 (3,027) 23,935

note 23 – trade and other payables

As of12/31/2008

Changes in scope

Net changes


Other transactions

As of12/31/2009(in thousands of euros) Acquisitions Disposals

Due to suppliers 761,990 7,435 (16,489) (65,459) (3,206) (1,267) 683,004

Taxes and social security contributions paid in advance 173,012 859 (8,814) (174) 295 (110) 165,068

Due to customers 105,124 5 (912) 38,068 (3,266) 761 139,780

Current account overdrafts (due within one year) 31,526 (410) 1,198 5,162 (3,367) (1,645) 32,464

Other trading payables 469,458 14,442 (185) 34,564 (16,024) (712) 501,543

Other debts 45,601 (559) (936) 2,191 (42) 8,316 54,571

Total 1,586,711 21,772 (26,138) 14,352 (25,610) 5,343 1,576,430

note 24 – current tax liabilities


12/31/2008

Changes in scope

Net changes


Othertransactions

As of12/31/2009Acquisitions Disposals

Current tax liabilities 188,870 1,568 (1,274) (13,351) (2,471) 2,697 176,039

Total 188,870 1,568 (1,274) (13,351) (2,471) 2,697 176,039

note 25 – other current liabilities


12/31/2008

Changes in scope

Net changes


Other transactions

As of12/31/2009Acquisitions Disposals

Unearned income 20,569 208 (1,962) 2,779 (89) 10,330 31,835

Other current debts 0 0 0 0 0 0 0

Total 20,569 208 (1,962) 2,779 (89) 10,330 31,835


note 26 – abandoned activitiesThe Bolloré Group sold its Cigarette and Thin Printing Papers business in July 2009.As this business constituted a separate branch of activity, in accordance with IFRS 5, the income from this business is grouped together as a specifi c item in the consolidated income statement of December 31, 2009; comparative periods have been restated.

income statement for abandoned activities

(in thousands of euros) 2009(2) 2008

Turnover 60,420 117,023

Goods and services bought in (41,873) (94,797)

Staff costs (14,036) (27,225)

Depreciation and provisions (2,304) (14,076)

Other operating income 1,317 1,237

Other operating expenses (1,542) (1,483)

Operating income 1,982 (19,321)

Net financial income (793) (2,693)

Corporate income tax 270 2,632

Net income after tax for abandoned activities 1,459 (19,382)

Loss after tax resulting from valuation at fair value of abandoned activities(1) (12,026) 0

Net income from abandoned activities (10,567) (19,382)

(1) The fair value of abandoned activities was estimated on the basis of their net sale price and the corresponding loss was recognised in the net income from abandoned activities.(2) Relates to half a year’s business only.

changes in cash flow of abandoned activities

(in thousands of euros) 2009(2) 2008

Net income (10,567) (19,382)

Net cash fl ow from operations (a) 1,278 6,275

Net cash fl ow on investments (b) 22,946 (4,153)

Net cash fl ow on fi nancing activities (c) (734) (1,390)

Change in cash fl ow (a+b+c) 23,490 732

Opening position 2,449 1,717

Closing position(1) 25,939 2,449

(1) Net effect of the sale as of December 31, 2009.(2) Relates to half a year’s business only.


NOTES TO THE INCOME STATEMENT

note 27 – information on the operating segmentsThe Group applied IFRS 8 “Operating segments” for the fi rst time in its 2009 fi nancial statements.According to the provisions of the standard, comparative segment information on earlier periods has been restated so as to meet the presentation requirements adopted in 2009.Under this standard, the operating segments used for segment disclosures are those used in internal Group reporting, as reviewed by general management (the Group’s main operational decision-maker), and reflect the Group’s organisation which is based on its various businesses.The Group presents three segments:

Transportation and logistics, which includes services relating to the organisa- •

tion of sea and air transport networks, and logistics;Industry, which includes the production and sale of plastic fi lms, batteries and •

supercapacitors, dedicated terminals and systems and motor vehicle develop-ments;Fuel distribution, which refers to the distribution and storage of oil products •

in Europe.The other activities group together the activities Television, Press and other, Telecom (information and communication technology), Plantations and holdings.The application of this standard does not have any signifi cant impact on the Group’s segment-based presentation, which is still based on a business-by-business approach, as before.

The changes relate to the following segment groupings which have common characteristics or are of limited signifi cance:

the former Plastic films, Batteries and Dedicated terminals and systems •

segments have been grouped together in the Industry segment;the Fuel distribution and Transportation and logistics segments remain the •

same;the former Media and Telecoms segment is now presented under “Other •

activities”.Transactions between the various segments are carried out under market condi-tions.The operating results for each segment are the main data used by general management to assess the performance of the various segments and allocate resources to them.The accounting and valuation methods used in internal reporting are identical to those used to draw up the consolidated fi nancial statements. There is therefore no reconciliation between the presentation of internal reports and that of consolidated fi nancial statements.Turnover and investment are also regularly monitored by general manage-ment.Conversely, the indicator in relation to segment assets is presented in accord-ance with IFRS 8 but is not regularly presented to general management.It is reconciled with the consolidated fi nancial statements.Information on allocations for depreciation and provisions is provided to show the reader the main items without any monetary effect on the segment’s operating income but is not included in internal reporting.

information by operating segment

In 2009(in thousands of euros)

Transportationand logistics Industry

Fueldistribution

Otheractivities

Eliminatingentries

betweensegments

Consolidatedtotal

External turnover 4,032,206 178,448 1,685,569 114,840 0 6,011,063

Intra-segment turnover 3,581 202 1,207 32,945 (37,935) 0

Turnover 4,035,787 178,650 1,686,776 147,785 (37,935) 6,011,063

Net depreciation allowance and provisions (99,922) (23,849) (12,387) (43,860) 0 (180,018)

Operating income 317,334 (103,734) 48,722 (88,634) 0 173,688

Tangible and intangible investments(1) 234,010 10,731 9,878 13,895 0 268,514

Assets in segment 2,887,756 206,376 381,111 364,121 (5,158) 3,834,206

(1) Excluding investment in the Paper business.

In 2008(in thousands of euros)

Transportationand logistics Industry

Fueldistribution

Otheractivities

Eliminating entries

between segments

Consolidatedtotal

External turnover 4,528,058 217,947 2,372,842 96,869 0 7,215,716

Intra-segment turnover 3,734 445 1,580 29,400 (35,159) 0

Turnover 4,531,792 218,392 2,374,422 126,269 (35,159) 7,215,716

Net depreciation allowance and provisions (83,904) (21,989) (13,157) (13,527) 0 (132,577)

Operating income 297,701 (80,164) 17,886 (92,313) 0 143,110

Tangible and intangible investments(1) 152,437 37,141 8,440 46,114 0 244,132

Assets in segment(1) 2,754,014 313,316 395,099 308,574 74,161 3,845,164

(1) For Industry, in 2008, includes the balance sheet items of the Paper business sold in 2009.


reconciliation of segment assets with consolidated financial statements

(in thousands of euros) As of 12/31/2009 As of 12/31/2008

Goodwill 1,008,742 990,104

Intangible fi xed assets 223,136 165,161

Tangible fi xed assets 986,096 991,382

Inventories and work in progress 144,890 143,019

Trade and other receivables 1,499,816 1,566,739

Other current assets 19,387 20,695

Total segment assets including current accounts 3,882,067 3,877,100

Current accounts (47,861) (31,936)

Total segment assets excluding current accounts 3,834,206 3,845,164

information by geographical area


France and French overseas

departments and territories

Europeexcluding

France Africa Americas Asia-Pacifi c Total

In 2009

Turnover 2,841,753 975,244 1,606,549 229,827 357,690 6,011,063

Intangible fi xed assets 170,588 357 49,502 1,044 1,645 223,136

Tangible fi xed assets 380,403 40,767 539,190 20,297 5,439 986,096

Tangible and intangible investments(1) 75,042 2,924 181,541 6,043 2,964 268,514

In 2008

Turnover 3,639,710 1,346,861 1,477,941 283,686 467,518 7,215,716

Intangible fi xed assets 158,909 447 3,873 913 1,019 165,161

Tangible fi xed assets 446,768 39,399 481,132 16,418 7,665 991,382

Tangible and intangible investments(2) 105,854 2,948 126,522 4,664 4,144 244,132

(1) Excluding investment in the Paper business.(2) For France and French overseas departments and territories area, in 2008, includes investments in the Paper business sold in 2009.

note 28 – main changes at constant scope and exchange rateThe table below describes the impact of changes in the scope and exchange rate variations on the key fi gures, with the 2009 data being applied to the 2008 scope of consolidation and exchange rate.

(in thousands of euros) 2009Changesin scope


2009constant scope

and exchange rate 2008

Turnover 6,011,063 (61,525)(1) 58,484 6,008,022 7,215,716

Operating income 173,688 (5,646)(2) 8,249 176,291 143,110

Net financial income (36,295) 9,740(3) 5 (26,550) 123,890

(1) The change in scope concerning turnover is mainly associated with takeovers in 2008 of Seaways Pty Ltd (–33.5 million euros) and the White Horse subgroup (–12.5 million euros).(2) As far as operating income is concerned, the change in scope mainly corresponds to takeovers in 2008 of the White Horse subgroup (–2.9 million euros) and Charbons Maulois (–1.3 million euros).(3) As far as net fi nancial income is concerned, the change in scope mainly corresponds to the inclusion in the scope of consolidation of the Aegis Group on September 30, 2008.


note 29 – operating incomeThe breakdown of operating income by type of income and expense is as follows:


Turnover 6,011,063 7,215,716

Goods and services bought in (4,756,195) (6,037,169)

goods and services bought in – (4,602,258) (5,894,161)

lease payments and leasing expenses – (153,937) (143,008)

Staff costs (909,540) (895,351)

Allocations for depreciation and provisions (180,018) (132,577)

Other operating income(*) 127,252 129,331

Other operating expenses(*) (118,874) (136,840)

Operating income 173,688 143,110

(*) details of other operating income and expenses

2009 2008

(in thousands of euros) TotalOperating

incomeOperatingexpenses Total

Operatingincome

Operatingexpenses

Capital gains (or losses) in the disposal of fi xed assets 6,464 31,254 (24,790) 3,015 22,637 (19,622)

Exchange rate gains and losses 1,576 18,472 (16,896) 7,289 35,900 (28,611)

Allocated profi ts and losses 415 25,610 (25,195) 2,331 27,593 (25,262)

Other(1) (77) 51,916 (51,993) (20,144) 43,201 (63,345)

Other operating income and expenses 8,378 127,252 (118,874) (7,509) 129,331 (136,840)

(1) Including, in 2009, repayment received in respect of the Copigraph dispute of –22.7 million euros and various individually insignifi cant ongoing management expenses.


note 30 – net financial income


Net fi nance expenses (46,786) (69,863)

interest charges – (58,097) (88,870)

income from fi nancial receivables – 8,836 16,628

other income – 2,475 2,379

Capital gains (or losses) in the disposal of shares(1) (4,854) 363,950

Other fi nancial income(*) 91,345 92,296

Other fi nancial charges(*) (76,000) (262,493)

Net financial income (36,295) 123,890

(1) During 2008, the Group sold 3.60% of Vallourec for 400 million euros, generating a capital gain of 358.1 million euros.

(*) details of other financial income and expenses

2009 2008

(in thousands of euros) TotalFinancial

incomeFinancialexpenses Total

Financialincome

Financialexpenses

Income from shares and investment securities(1) 27,770 27,770 0 24,746 24,746 0

Changes in fi nancial provisions(2) (10,941) 31,891 (42,832) (133,620) 11,840 (145,460)

Liabilities at fair value(3) (13,897) 0 (13,897) (44,240) 0 (44,240)

Other(4) 12,413 31,684 (19,271) (17,083) 55,710 (72,793)

Other fi nancial income and expenses 15,345 91,345 (76,000) (170,197) 92,296 (262,493)

(1) Mainly Vallourec dividends received during 2009.(2) During 2008, the Aegis shares fell in value by 114 million euros.(3) In 2008, some of the Group-owned Vallourec shares were the subject of forward sales. The change in the fair value of these derivatives was recorded under net fi nancial income,

at –45.6 million euros in 2008.(4) Essentially net exchange rate gains and losses on fi nancial elements.

note 31 – corporate income taxes

income tax analysis


Taxes due (128,193) (115,149)

Tax credits 7,645 4,979

Effects of the Group tax relief 42,052 49,971

Sub-total of corporate income tax (78,496) (60,199)

Net deferred taxes (257) 2,945

Sub-total of deferred taxes (257) 2,945

Total (78,753) (57,254)


tax proofThe difference between the theoretical and actual tax liability may be analysed as follows:



Net income from abandoned activities 10,567 19,382

Net income from associated companies (72,427) 124,824

Tax expense (revenue) 78,753 57,254


Theoretical tax rate 34.43% 34.43%

Theoretical tax revenue (expense) (47,304) (91,928)

Reconciliation

Permanent differences (18,603) (13,282)

Effect of sales of securities not taxed at the current rate 0 65,335

Activation (depreciation) of defi cits carried forward (37,720) (38,664)

Tax credits 7,645 5,184

Differences due to tax rates applied to foreign companies and additional contributions 16,096 17,808

Other 1,133 (1,707)

Actual tax revenue (expense) (78,753) (57,254)

The rate of tax used for tax proof is the overall rate of tax applying to the parent company.

origin of deferred tax assets and liabilities


Tax loss carry-forwards 4,179 11,571

Provisions for retirement and other employee benefi ts 25,524 28,898

IFRS revaluation of fi xed assets (55,047) (60,356)

Regulated provisions of fi scal nature (25,266) (25,224)

Capital leases (3,569) (5,717)

Temporary social security differences 23,747 19,851

Other (554) 2,019

Net deferred tax assets and liabilities (30,986) (28,958)

non-activated deficit carry-forwards


Defi cits that can be carried forward 227,651 172,796

Amortisations deemed to be deferred 1,451 1,135

Total 229,102 173,931

changes in 2009

As of31/12/2008

Changes in scope

Net changes

Foreignexchange

diff erencesOther

transactions(1)As of

31/12/2009(in thousands of euros) Acquisitions Disposals

Deferred taxes – assets 29,286 1,027 (4,749) 8,273 (284) 419 33,972

Deferred taxes – liabilities 58,244 252 (8,021) 8,438 (268) 6,313 64,958

(1) Deferred taxes – liabilities: of which 4.4 million euros are related to changes in fair value (IAS 32-39) on shares.


OTHER INFORMATION

note 32 – average staff numbers

2009 2008

Managers 4,449 4,398

Supervisors/other employees 28,615 29,645

Total 33,064 34,043

breakdown of staff by activity

2009 2008

Transportation and logistics 28,235 28,638

Industry 1,126 2,096


Other activities 2,792 2,398

Total 33,064 34,043

note 33 – associated parties

remuneration of governing and management bodies


Short-term benefi ts 1,808 2,325

Post-employment benefi ts 0 0

Long-term benefi ts 0 0

Severance payments 0 0

Payment in shares 2,193 2,193

Number of Bolloré stock options held by Directors on Bolloré’s shares 167,500 167,500

The Group granted Bolloré SA share options to employees or company offi cers of the Group. This operation was carried out under the conditions set out by the Extraordinary General Meeting of June 7, 2006. The terms of this plan and periods for exercising options were fi nally decided at the Board Meeting of April 6, 2007.The Group applied standard IFRS 2 “Share-based payment” to this share subscription plan. On the date of granting, June 8, 2007, the fair value of the shares granted was calculated by an independent expert according to the Black and Scholes model, this value representing the cost to be posted over the period (2,193 thousand euros for Directors in 2009) corresponding to the option acquisition period.

In 2009, Vincent Bolloré, Chairman of the Board of Directors, received 163 thousand euros in fees from Bolloré Group companies, compared to 592 thousand in 2008. In 2009, Vincent Bolloré also received 33 thousand euros in Directors’ fees relating to corporate offices held in Group companies (32 thousand euros in 2008).The Group has no commitments towards its Directors or former Directors regarding pensions or equivalent (post-employment) indemnities.The Group does not grant advance payments or credit to members of the Board of Directors.


transactions with associated partiesThe consolidated fi nancial statements include transactions carried out by the Group in the normal course of business with non-consolidated companies that have a direct or indirect affi liation to the Group.


Turnover

Non-consolidated companies in the Bolloré Group 18,789 25,842

Fully consolidated companies(1) 943,680 1,043,600

Companies under joint control(2) 25,155 19,756

Companies accounted for by the equity method(2) 8,517 10,619

Members of the Board of Directors 0 0

Goods and services bought in

Non-consolidated companies in the Bolloré Group (12,023) (13,533)

Fully consolidated companies(1) (992,918) (1,087,127)

Companies under joint control(2) (5,755) (8,103)

Companies accounted for by the equity method(2) (2,413) (2,215)


Other fi nancial income and expenses

Non-consolidated companies in the Bolloré Group (3,609) 6,961

Fully consolidated companies(1) 392,024 323,573


Companies accounted for by the equity method(2) 34,256 (196,258)


Receivables associated with the business (excluding fi scal integration)




Companies accounted for by the equity method(2) 9,422 496

Members of the Board of Directors

Provisions for bad debts (6,003) (5,155)

Payables associated with the business (excluding fi scal integration)






Current accounts and cash management agreements - assets






Current accounts and cash management agreements - liabilities



Companies under joint control(2) 407 3,670

Companies accounted for by the equity method(2) 0 0


(1) Corporate sums.(2) Full,amount before application of integration rates.


note 34 – commitments given

As of December 31, 2009(in thousands of euros) Total Under 1 year

Between 1 and 5 years Over 5 years

Customs bonds 350,710 168,389 91,406 90,915

Other bank guarantees (tax disputes, bid deposits, etc.) 116,863 99,391 11,934 5,538

Other guarantees 38,025 13,381 21,419 3,225

Real collateral for loan guarantees(*) 0 0 0 0

Pledges and mortgages(*) 273,426 0 213,530 59,896

Contractual obligations from investments or renewal of concessions 661,551 90,921 278,780 291,850

(*) details of pledges, real collateral and mortgages

(in thousands of euros)Pledge start

datePledge due

dateAmount of

assets pledgedTotal balance

sheet entryCorresponding

%

On intangible fi xed assets

Pledge on going concern

Automatic System Belgium – 07/01/2002 unlimited 5,501 223,136 (1)

On tangible fi xed assets

Mortgage on Zambian properties 09/04/2003 unlimited 3,344 986,096 0.3

Rolling stock collateral in Cameroon 01/01/2002 07/01/2015 37,491 986,096 3.8

Pledge on locomotives in Cameroon 10/04/2002 09/05/2014 6,498 986,096 0.7

Pledge of a store in Mozambique 10/04/1997 01/31/2014 651 986,096 0.1

Pledge of handling and lifting equipment in Guinea 04/01/2006 – – 986,096 –(1) As a newly founded going concern, this has not been valued in the accounts.


datePledge due

date

Value guaranteed at

the outsetTotal balance


%

On fi nancial investments

SCCF shares – 10/17/2002 10/17/2017 13,560 1,542,627 (2)

Secaf shares – 04/01/1999 09/05/2014 6,381 1,542,627 (2)

Aegis and Havas shares – (3) 07/04/2008 01/04/2012 200,000 970,818 20.6

Havas shares – (4) 12/23/2004 12/23/2009 – – –

(2) SCCF and Secaf shares and Bolloré receivables have been removed from the consolidated balance sheet, so it is impossible to calculate the proportion properly.(3) Pledge of Havas and Aegis shares: In 2008, the Group arranged with a leading French fi nance house a structured deal by which it received 200 million euros secured against 57.9 million Havas shares and 94.7 million Aegis shares. The transaction was set up for 3.5 years (due in January 2012), but may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated

voting rights throughout the operation, as well as the fi nancial exposure to changes in the share price.(4) Pledge of Havas shares: In December 2004, the Group arranged with a leading French fi nance house a structured deal by which it received 200 million euros secured against 55.1 million Havas shares. The transaction was unwound on maturity during the fi nal quarter of 2009. The pledge on shares has been discontinued.




Customs bonds 337,081 213,523 16,710 106,848

Other bank guarantees(tax disputes, bid deposits, etc.) 124,625 106,356 6,300 11,969

Other guarantees 63,561 19,469 42,007 2,085

Real collateral for loan guarantees(*) 0 0 0 0

Pledges and mortgages(*) 494,351 228,603 200,273 65,475

(*) details of pledges, real collateral and mortgages


datePledge due

dateAmount of

assets pledgedTotal balance


%

On intangible fi xed assets

Pledge on going concern

Automatic System Belgium – 07/01/2002 unlimited 5,501 165,161 (1)

On tangible fi xed assets

Real collateral for loan – aircraft(2) 01/16/2003 07/01/2015

Mortgage on Zambian properties 09/04/2003 unlimited 1,672 991,382 0.2

Pledge of rolling stock in Cameroon 01/01/2002 07/01/2015 37,491 991,382 3.8

Pledge on locomotives in Cameroon 10/04/2002 09/05/2014 6,498 991,382 0.7

Pledge of a store in Mozambique 10/04/1997 unlimited 753 991,382 0.1

Pledge of handling and lifting equipment in Guinea 04/01/2006 03/31/2011 273 991,382 0.0 (1) As a newly founded going concern, this has not been valued in the accounts.(2) Loan repaid in 2008.


datePledge due

date

Value guaranteed at

the outsetTotal balance


%

On fi nancial investments

SCCF shares – 10/17/2002 10/17/2017 13,560 1,064,282 (3)

Secaf shares – 04/01/1999 04/01/2009 6,381 1,064,282 (3)

Havas shares – (5) 12/23/2004 12/23/2009 222,222 916,786 24.2

Aegis and Havas shares – (4) 07/04/2008 01/04/2012 200,000 916,786 21.8

(3) SCCF and Secaf shares and Bolloré receivables have been removed from the consolidated balance sheet, so it is impossible to calculate the proportion properly.(4) Pledge of Havas and Aegis shares: In 2008, the Group arranged with a leading French fi nance house a structured deal by which it received 200 million euros secured against 57.9 million Havas shares and 94.7 million Aegis shares. The transaction was set up for 3.5 years (due in January 2012), but may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated

voting rights throughout the operation, as well as the fi nancial exposure to changes in the share price.(5) Pledge of Havas shares: In December 2004, the Group arranged with a leading French fi nance house a structured deal by which it received 200 million euros secured against 55.1 million Havas shares. The transaction was set up for fi ve years (due in 2009), but may be unwound at any time at the sole discretion of Financière de Sainte Marine (Bolloré Médias Investissements),

which retains ownership of the shares and their associated voting rights throughout the operation, as well as the fi nancial exposure to changes in the Havas share price.


note 35 – commitments received



Guarantees and bonds received 12,790 5,038 4,366 3,386

Other commitments received 18,186 1,232 11,000 5,954

December 31, 2008(in thousands of euros) Total Under 1 year


Guarantees and bonds received 23,386 8,820 754 13,812

Other commitments received 1,203 0 0 1,203

note 36 – details of financialinstruments and risk managementThis note is to be read in addition to the information provided in the Chairman’s report on the internal audit included in this document.The Group’s approach and the procedures put in place are also described under Risk analysis (4.1).

monitoring and managing debt and financial instrumentsThe Group’s cash fl ow and management control departments organise and monitor the fl ow of information and monthly fi nancial indicators from the divisions to head offi ce and, in particular, their income statements and net indebtedness reports.Any bank used by the Group as a trading partner in hedging against exchange rate or interest rate risk, or for cash investment transactions, must have the prior approval of the Financial Department. The Group works only with leading banking institutions.

Market risk relating to listed shares

Given its fi nancial activities, the Bolloré Group is exposed to changes in the price of listed shares.The Group’s shareholdings in non-consolidated companies are valued at fair value on closure in accordance with IAS 39 “Financial instruments” and are classed as fi nancial assets available for sale (see note 1.B – Accounting principles).As far as shares in listed companies are concerned, this fair value is the closing stock market value.As of December 31, 2009, temporary revaluation of shares available for sale on the consolidated balance sheet determined on the basis of stock exchange prices amounted to 903.4 million euros before tax, balanced by consolidated shareholders’ equity.As of December 31, 2009, a 1% change in the stock exchange price had a +11.7 million euros impact on assets available for sale and a +11.6 million euros impact on consolidated shareholders’ equity, including 3.7 million euros relating to revaluation by transparency of the intermediary controlling interest(1). The shares of these companies fall into a low-liquidity category.

Liquidity risk

The share due within a year of loans used as at December 31, 2009 includes a draw-down of 342 million euros of commercial papers under a facility of up to 500 million euros, and 164 million euros factoring of receivables.Lines of credit confirmed, but unused, on December 31, 2009 totalled 1.114 million euros.

The balance of lines of credit, drawn on and not drawn on, is repayable as follows:

2010 7.7%

2011 6.1%

2012 18.2%

2013 7.7%

2014 57.7%

2015 0.6%

Beyond 2015 2.0%

Total 100.0%

The average term of the Group’s sources of fi nance is approximately four years.The majority fall due in 2014 or beyond.The Bolloré Group does not have recourse to bank loans conditional on outside ratings. The main credit lines used, like confi rmed unused lines (including the 1.1 billion euro syndicated loan due in 2014), do not contain any early repay-ment clause based on compliance with fi nancial ratios. Some loans used, like confi rmed unused loans, do sometimes contain them. There are therefore two ratios: a debt ratio and a ratio concerning the Group’s capacity to service its debt.As at December 31, 2009, the Group’s situation satisfi ed all of these criteria.

Interest rate risk

The general management has decided to set up an interest rate hedge. Firm hedging (rate swap, FRA) may be used to manage the interest rate risk on the Group debt.Note 21 describes the various derivative instruments for hedging the Group’s interest rate risk.On December 31, 2009, taking hedges into account, the fi xed rate net fi nancial indebtedness amounted to 24% of the total.Sensitivity: if rates rise by 1% across the board, the annual impact on fi nancial charges would be +9.9 million euros after hedging of the debt bearing interest.Cash surpluses are placed in risk-free monetary products.

Customer credit risk

Each month, the Group’s Cash Department centralises changes in the working capital requirement. Most divisions have credit insurance and the largest have a credit manager.Owing to the diversity of its activities, the Group has a very diverse client base, both in terms of business sector and in terms of size and location.

(1) Revaluation by transparency based in particular on stock exchange values of Bolloré and Financière de l’Odet (see note 9 – Other fi nancial assets).


Customer credit risk is analysed on a case-by-case basis and depreciations are identifi ed on an individual basis taking account of the customer’s situation, the existence or otherwise of credit insurance and payment defaults.Depreciation is not calculated on an overall basis.The aged balance of past due receivables without provisions on closure, the analysis of changes in provisions for trade receivables and the expenditure and income in respect of these receivables are shown in note 12 – Trade and other receivables.

Currency risk

The distribution of turnover (58% in the euro zone, 16% in the CFA zone, 3.6% in the Swiss franc zone, 2.7% in the US dollar zone, 1.9% in the pound sterling zone, 17.8% in other currencies) and the fact that a large proportion of operating expenditure is in local currencies limit the Group’s exposure to operational exchange rate risk.The Group is reducing its exposure to exchange rate risk further by hedging its main operations in currencies other than the euro and the CFA.Exchange rate risk is managed centrally at Group level, in France and in Europe: each of the divisions having fl ows in currencies with respect to external third parties (export/sales or import/purchases) of more than 150 thousand euros in the course of the year opens an account for each currency. To keep the exchange risk down, it is each management section’s duty to arrange a hedge at the end of each month for the forecast balance of the next month’s sale/purchases, to expire thirty or sixty days from the month’s end, as required.The Foreign Currency Cash Department calculates the net sales positions and is covered by the banks by means of a fi rm transaction (forward purchase or sale). In addition to these sliding three-month transactions (end of month procedure), other coverage may be taken on an occasional basis for a market.Intragroup fl ows are subject to monthly netting which makes it possible to limit fl ows exchanged and hedge residual exchange rate risks.

As for Bolloré Énergie, it covers its positions directly in the market each day. On December 31, 2009, its US dollar hedge portfolio (in terms of euro equivalent) comprised forward sales of 4.8 million euros and forward purchases of 2.7 million euros, a net position of 2.1 million euros.The Group’s total annual net exchange rate losses and gains associated with operational fl ows in currencies in 2009 was +1.6 million euros, in other words 0.9% of operating income for the year (respectively +7.3 million euros in 2008, that is to say 5.1% of operating income for the year); the Group’s operating results are not signifi cantly exposed to the risk of change.

Raw materials risk

The Group’s businesses listed below are sensitive to changes in the following raw material prices:

Fuel: oil; •

Plantations: palm oil and rubber. •

However, given the diverse nature of its activities, the effects of changes in the prices of these raw materials on the Group’s overall income remain limited.At a business sector level, Fuel Distribution is the Group’s only sector that is directly or signifi cantly affected by changes in the price of a barrel of oil, in terms of turnover, which is closely linked to the price of crude oil and correlates fully with the price of refi ned products.In order to minimise the effects of oil risk on income, the Fuel Distribution Division passes on changes in the price of the product to customers and arranges forward purchases and sales of product in respect of physical operations.As of December 31, 2009, forward sales of products came to 74.4 million euros and forward purchases came to 63.9 million euros. Open buyer positions on IPE (International Petroleum Exchange) markets came to 23,800 tonnes at 10.5 million euros.Domestic fuel stocks were fully covered with the exception of a quantity of about 50,000 m3 as of December 31, 2009.

note 37 – list of companies with financial years not ending on december 31

Closing date

Europacifi c June 30

Socfi naf Company Ltd September 30

note 38 – events after closure of the accountsBolloré Média, which continued its developments in Digital Terrestrial Television in 2010, completed the acquisition of Virgin 17, a Digital Terrestrial Television music channel owned by the Lagardère Group, making it the fourth largest television company in France. At the same time, CSA granted the Bolloré Group a licence for a local channel in the region of Nice, Menton, Saint-Raphaël, Cannes and Grasse. Given the name “Direct Azur”, this channel will be launched at the end of 2010.The Group, which owns 5.2% on April 12, 2010 of Vallourec, covered, in 2010, about 60% of this shareholding, at a price of 136 euros, through forward sales payable in securities or in cash and maturing in May 2011.At the beginning of 2010, Bolloré Telecom acquired, subject to Arcep authori-sation, two additional regional WiMax licences, thereby giving it national coverage.Finally, in the Plantations sector, the Socfi nal Group, continuing its policy of focussing its activity on the production of rubber and palm oil, sold the coffee plantation it owned in Kenya for 67 million dollars, or 49 million euros, in March 2010.

note 39 – consolidated financial statements of the omnium bolloré group under the ifrsSome of the companies included in the scope of consolidation of Financière de l’Odet, or that of Bolloré, hold shares in Omnium Bolloré or its subsidiaries (see the Group’s detailed organisation chart).At the request of the AMF (French Financial Markets Authority), the consolidated fi nancial statements of Omnium Bolloré, the unlisted holding company that heads the entire Group, are provided below (cross-shareholdings of companies within the scope of consolidation have been eliminated).Omnium Bolloré does not produce consolidated fi nancial statements, only a balance sheet, income statement, cash-fl ow statement and schedule of changes in shareholders’ equity. These statements have been audited by the Statutory Auditors.


consolidated balance sheet of the omnium bolloré group

(in thousands of euros) As of 12/31/2009 As of 12/31/2008

Assets

Goodwill 951,259 933,105

Intangible fi xed assets 223,136 165,160

Tangible fi xed assets 986,096 991,382

Investments in equity affi liates 971,096 916,795

Other fi nancial assets 872,176 631,918

Deferred tax 34,009 30,350

Other assets 296 444

Non-current assets 4,038,068 3,669,154

Inventories and work in progress 144,889 143,019


Current tax 87,987 128,589

Other fi nancial assets 19,387 11,597

Other assets 2,315 20,695

Cash and cash equivalents 417,094 394,853

Current assets 2,171,681 2,265,699

Total assets 6,209,749 5,934,853

Liabilities

Share capital 34,853 34,853

Share issue premiums 6,790 6,790

Consolidated reserves 129,206 89,003

Shareholders’ equity, Group’s share 170,849 130,646

Minority interests 1,494,690 1,202,200

Shareholders’ equity 1,665,539 1,332,846

Long-term fi nancial debt 1,202,579 1,653,946

Provisions for employee benefi ts 98,387 106,418

Other provisions 128,871 105,237

Deferred tax 64,989 58,262

Other liabilities 23,934 25,102

Non-current liabilities 1,518,760 1,948,965

Short-term fi nancial debt 1,173,337 792,406

Provisions (due within one year) 24,245 22,887


Current tax 176,039 188,872

Other liabilities 31,836 20,569

Current liabilities 3,025,450 2,653,042

Total liabilities 6,209,749 5,934,853


consolidated income statement of the omnium bolloré group


Turnover 6,011,018 7,215,662

Goods and services bought in (4,756,986) (6,038,059)

Staff costs (909,540) (895,351)

Depreciation and provisions (180,093) 36,357

Other operating income (118,874) (136,837)

Other operating expenses 127,253 (39,605)

Operating income 172,778 142,167

Net fi nance expenses (74,667) (104,646)

Capital gains (or losses) in the disposal of shares (4,854) 346,116

Other fi nancial income (76,248) (295,459)

Other fi nancial expenses 90,002 337,188

Net fi nancial income (65,767) 283,199

Share in net income of affi liated companies 72,497 (124,824)

Corporate income taxes (78,851) (61,626)


Net income from abandoned activities (10,567) (19,382)


Consolidated net income, Group’s share 6,652 26,287


global consolidated income statement of the omnium bolloré group


Net consolidated income for the period 90,090 219,534

Other items of total income (net of tax)

Change in translation adjustment of controlled companies (6,806) (5,037)

Change in fair value of fi nancial instruments of controlled companies 229,867 (644,185)

Other changes in total income 15,312 (16,224)

Overall net income 328,463 (445,912)

of which:

Group’s share – 37,172 (59,002)

Minority interests – 291,291 (386,910)

of which tax on fair value of fi nancial instruments (5,472) 11,451


consolidated cash flow statement of the omnium bolloré group


Cash fl ow from operationsGroup’s share of net income from ongoing activities 7,913 28,525Minority interests’ share in ongoing activities 92,743 210,391Net consolidated income from ongoing activities 100,656 238,916Charges and revenue not affecting cash fl ow

elimination of amortisation and provisions – 212,553 71,041elimination of change in deferred taxes – 257 (2,923)other income/charges not affecting cash fl ow or not related to operations – (54,878) 217,147elimination of capital gains or losses upon disposals – 5,797 (355,909)

Other adjustmentsnet fi nance expenses – 74,667 104,613income from dividends received – (26,298) (50,291)tax charge on companies – 76,984 74,156

Dividends receiveddividends received from equity affi liates – 27,785 13,733dividends received from non-consolidated companies – 26,863 50,324

Taxes on companies paid out (61,725) (77,594)Incidence of the change in working capital requirement (69,735) (20,441)

of which inventories and work in progress – (16,350) 5,853of which payables – 6,665 (55,449)of which receivables – 79,420 29,155

Net cash fl ow from ongoing operations 452,396 262,772Cash fl ow from investment activitiesDisbursements related to acquisitions

tangible fi xed assets – (181,046) (194,391)intangible fi xed assets – (86,298) (31,529)securities and other fi nancial fi xed assets – (155,669) (223,123)

Income from disposal of assets 31,863 22,580tangible fi xed assets – 100 291intangible fi xed assets – 18,095 436,687securities – 85,001 10,083other fi nancial fi xed assets –

Effect of changes in scope of consolidation on cash fl ow (30,104) (301,822)Net cash fl ow from investments in ongoing activities (318,058) (281,224)Cash fl ow from fi nancing activitiesOutfl ows

dividends paid to parent company shareholders – (47) (90)dividends paid to minority interests – (25,091) (29,529)fi nancial debt repaid – (589,069) (776,288)

Revenueincreases in shareholders’ equity – 40,505 945investment subsidies – 1,192 634increase in fi nancial debt – 594,282 925,437

Net interest paid out (113,874) (73,684)Net cash fl ow from fi nancing of ongoing activities (92,102) 47,425Effect of exchange rate fl uctuations (3,506) 217Change in cash fl ow on ongoing activities 38,730 29,190Effect of reclassifi cation of abandoned activities 23,490 732Opening position 237,295 207,373Closing position 299,515 237,295


change in consolidated shareholders’ equity of the omnium bolloré group


Number of

shares Share

capital

Share issue

premiums

Own shares

heldIAS 39 fair

valueTranslationadjustment Reserves

Shareholders’ equity,

Group’s shareMinority interests Total

Shareholders’ equity as of December 31, 2007 1,165,450 34,853 6,790 (1,660) 59,401 (6,924) 104,013 196,473 2,107,240 2,303,713

Transactions with shareholders (490) 1,533 (7,868) (6,825) (518,130) (524,955)

Dividends distributed (45) (45) (22,570) (22,615)

Shares in the consolidating company (change) 0

Changes in scope 0 0 (448,560) (448,560)

Impact of the consolidation of Aegis according to the equity method 2,174 (8,255) (6,081) (48,529) (54,610)

Other changes (490) (641) 432 (699) 1,529 830

Elements of total income (68,188) (1,726) 10,912 (59,002) (386,910) (445,912)

Net income for the period 26,287 26,287 193,247 219,534

Other elements of total income

Change in translation –adjustment of controlled companies (483) (483) (4,554) (5,037)

Change in fair value of –fi nancial instruments of controlled companies (68,188) (14,788) (82,976) (561,209) (644,185)

Other changes in total income – (1,243) (587) (1,830) (14,394) (16,224)

Shareholders’ equity as of December 31, 2008 1,165,450 34,853 6,790 (2,150) (8,787) (7,117) 107,057 130,646 1,202,200 1,332,846

Transactions with shareholders (70) 3,101 3,031 1,199 4,230

Dividends distributed (46) (46) (19,316) (19,362)

Shares in the consolidating company (change) (70) 452 382 (382) 0

Changes in scope 0 0 16,995 16,995

Other changes 2,695 2,695 3,902 6,597

Elements of total income 29,566 1,232 6,374 37,172 291,291 328,463

Net income for the period 6,652 6,652 83,438 90,090

Other elements of total income

Change in translation –adjustment of controlled companies (826) (826) (5,980) (6,806)

Change in fair value of –fi nancial instruments of controlled companies 29 566 29,566 200,301 229,867

Other changes in total income – 2,058 (278) 1,780 13,532 15,312

Shareholders’ equity as of December 31, 2009 1,165,450 34,853 6,790 (2,220) 20,779 (5,885) 116,532 170,849 1,494,690 1,665,539


note 40 – fees of statutory auditors and members of their networks(Article 221-1-2 of the general regulations of the AMF)

fees per network

Constantin AEG – Harmand

As of December 31, 2009 Amount (before tax) % Amount (before tax) %

(in thousands of euros) Total 2009 Total 2008 2009 2008 2009 2008 2009 2008 2009 2008

Audit

Auditorship –

Bolloré SA 514 422 267 211 10 8 247 211 50 48

Subsidiaries 2,719 2,804 2,476 2,577 90 92 243 227 50 52

Other legal and associated tasks –

Bolloré SA 0 0 0 0 0 0 0 0 0 0

Subsidiaries 0 0 0 0 0 0 0 0 0 0

Sub-total 3,233 3,226 2,743 2,788 100 100 490 438 100 100

Other services

Legal, fi scal, social 0 0 0 0 0 0 0 0 0 0

Other 0 0 0 0 0 0 0 0 0 0

Sub-total 0 0 0 0 0 0 0 0 0 0

Total fees 3,233 3,226 2,743 2,788 100 100 490 438 100 100

Constantin AEG – Harmand

As of December 31, 2008 Amount (before tax) % Amount (before tax) %

(in thousands of euros) Total 2008 Total 2007 2008 2007 2008 2007 2008 2007 2008 2007

Audit

Auditorship –

Bolloré SA 422 403 211 202 8 8 211 201 48 46

Subsidiaries 2,804 2,634 2,577 2,402 92 92 227 232 52 54

Other legal and associated tasks –

Bolloré SA 0 0 0 0 0 0 0 0 0 0

Subsidiaries 0 3 0 3 0 0 0 0 0 0

Sub-total 3,226 3,040 2,788 2,607 100 100 438 433 100 100

Other services

Legal, fi scal, social 0 0 0 0 0 0 0 0 0 0

Other 0 0 0 0 0 0 0 0 0 0

Sub-total 0 0 0 0 0 0 0 0 0 0

Total fees 3,226 3,040 2,788 2,607 100 100 438 433 100 100


note 41 – list of consolidated companies

Name Registered offi ce

% interest

2009

% interestpublished

in 2008 SIREN/ Country/Territory

I. Fully consolidated

3H Taron Marseilles NC 99.20 344 920 913

African Investment Company Luxembourg 93.50 93.43 Luxembourg

Agence Maritime Rochelaise Alliance Rochefort 65.45 65.40 541 780 193

Aget Lille NC 47.72 542 052 709

Agetraf RDC Kinshasa 99.30 99.23 Dem. Rep. of Congo

Alcafi Rotterdam 99.31 99.23 Netherlands

Alraine Shipping Lagos 99.31 99.23 Nigeria

Amartrans(1) Marseilles NC 99.20 421 088 857

Amatransit NC (formerly Amatrans Nouméa) Nouméa 84.14 84.08 New Caledonia

Ami Port Opérations Ltd Dar es-Salaam NC 99.23 Tanzania

Ami Tanzanie Dar es-Salaam 99.31 99.23 Tanzania

Amifi n Holding Geneva 99.31 99.23 Switzerland

Antrak Ghana Ltd (formerly Ro Ro Services [Ghana] Ltd) Accra 99.31 99.23 Ghana

Antrak Group (Ghana) Ltd Accra 99.31 99.23 Ghana

Antrak Group (Nigeria) Ltd Lagos 99.31 99.23 Nigeria

Antrak International Ltd Isle of Man 99.12 99.04 United Kingdom

Antrak Logistics Pty Australia (formerly Antrak Paccon Logistics Pty Aus) Perth 69.52 69.46 Australia

Arlington Invest SA Luxembourg 93.53 92.85 Luxembourg

Ateliers et Chantiers de Côte d’Ivoire Abidjan 99.31 99.23 Rep. of Côte d’Ivoire

Atlantique Containers Réparations – Acor Saint-Nazaire 52.11 52.06 420 488 355

Automatic Control Systems Inc. New York 92.40 91.02 United States

Automatic Systems America Inc. Montreal 92.40 91.02 Canada

Automatic Systems Belgium SA Wavre 92.40 91.02 Belgium

Automatic Systems Equipment Ltd Birmingham 92.40 91.02 United Kingdom

Automatic Systems Española SA Barcelona 92.40 91.02 Spain

Automatic Systems France SA(4) Rungis 92.40 91.02 304 395 973

Barrière Contrôle d’Accès SARL(4) Paris 92.40 91.02 420 248 031

Bathium Canada Inc. Boucherville-Québec 79.45 79.20 Canada

Batscap Odet 79.45 79.20 421 090 051

Bernard Group Hainault-Ilford 99.28 99.21 United Kingdom

Bolloré (formerly Bolloré Investissement)(1) Odet 99.31 99.23 055 804 124

Bolloré Africa Logistics Côte d’Ivoire (formerly SDV Saga Côte d’Ivoire) Abidjan 84.05 83.99 Rep. of Côte d’Ivoire

Bolloré Énergie (formerly SCE)(1) Odet 99.30 99.22 601 251 614

Bolloré Inc. (formerly Bolmet Inc.) Dayville 99.31 99.23 United States

Bolloré Intermédia (formerly Régie 8)(1) Odet 99.31 99.23 479 918 096

Bolloré Logistics (formerly SDV DAT GIE) Puteaux 99.28 99.21 389 877 523

Bolloré Média (formerly Financière Hoëdic)(1) Puteaux 99.31 NC 501 384 234

Bolloré Shanghai Shanghai 99.31 99.23 People’s Rep. of China

Bolloré Telecom Puteaux 88.86 88.79 487 529 232

Burkina Logistics and Mining Services Ouagadougou 94.88 NC Burkina Faso

Calpam Mineralöl GmbH Aschaffenburg Aschaffenburg 99.31 99.23 Germany

Camrail Douala 76.03 75.97 Cameroon

Carena Abidjan 49.65 49.62 Rep. of Côte d’Ivoire



% interest

2009

% interestpublished


Chamar(1) Grand-Couronne NC 99.21 357 502 517

Cherbourg Maritime Voyages(1) Tourlaville 99.28 99.21 408 306 975

CICA Neuchâtel 99.31 97.62 Switzerland

CIPCH BV Rotterdam 99.31 99.23 Netherlands

Cogema Dunkerque(1) Dunkirk 99.30 99.22 076 650 019

Compagnie de Cornouaille(1) Odet 99.31 99.23 443 827 134

Compagnie de Pleuven Puteaux 95.63 95.18 487 529 828

Compagnie des Glénans(1) Odet 99.31 99.23 352 778 187

Compagnie des Tramways de Rouen Puteaux 86.14 84.37 570 504 472

Compagnie du Cambodge Puteaux 94.62 94.08 552 073 785

Compagnie Saint-Corentin(1) Puteaux 99.31 99.23 443 827 316

Compagnie Saint-Gabriel(1) Odet 99.30 99.23 398 954 503

Comptoir Général Maritime Sétois(1) Sète 99.28 99.21 642 680 060

Congo Containers SPRL Kinshasa 98.51 98.44 Dem. Rep. of Congo

Congo Terminal Holding Puteaux 44.69 NC 512 285 404

Congo Terminal Pointe-Noire 54.94 NC Dem. Rep. of Congo

Cormoran Participations SA Luxembourg 93.53 92.85 Luxembourg

Cross Marine Services Ltd Lagos 99.31 99.23 Nigeria

CSA Paris 93.98 89.08 308 293 430

CSA-TMO Holdings(1) Paris 99.31 99.23 410 163 554

CSI Nice 93.97 89.08 410 769 996

CSTO Paris 93.98 89.09 320 495 732

Deko Ltd Hong Kong 93.53 92.85 Hong Kong

Delmas Kenya Ltd (formerly Notco Kenya) Nairobi 99.24 99.16 Kenya

Delmas Petroleum Services Port-Gentil 76.77 76.71 Gabon

Deutsche Calpam GmbH Hamburg (formerly Calpam Min. Handel Ver.) Hamburg 99.31 99.23 Germany

Dewulf Cailleret(1) Dunkirk 99.31 99.23 380 355 875

Direct 8 (formerly Bolloré Média)(1) Puteaux 99.31 99.23 444 564 793

Direct Bretagne (formerly Bretagne Plus)(1) Odet 99.31 99.23 487 626 764

Direct Nice (formerly Cie de Hoëdic)(1) Puteaux 98.31 NC 492 950 431

Direct Production (formerly Bolloré Production)(1) Puteaux 99.31 99.23 438 114 746

Direct Soir(1) Puteaux 99.31 99.23 485 374 128

Direct Strasbourg(1) Puteaux 98.31 NC 501 384 242

Direct Toulouse (formerly Cie de Mousterlin)(1) Puteaux 98.31 NC 492 950 860

Docks Industriels Affrètement – DIAF Rouen 74.34 74.28 338 250 350

Dumbarton Invest. SA Luxembourg 93.53 92.85 Luxembourg

EACS Mombasa Nairobi 99.31 99.23 Kenya

Elycar Invest. SA (formerly Carlyle Invest. SA) Luxembourg 93.53 92.85 Luxembourg

Esprit Info (formerly Autraco)(1) Colombes 99.12 99.04 333 134 799

Euro Pacifi c Forwarding Pty Ltd Brisbane 99.28 NC Australia

EXAF(1) Puteaux 99.31 99.23 602 031 379

Filminger(1) Tremblay-en-France 99.12 99.04 403 851 033

Financière 84 (formerly Lurit)(1) Monteux 99.02 98.95 315 029 884

Financière de Concarneau(1) Odet 99.31 99.23 447 535 204

Financière du Champ de Mars (formerly Socfi n) Brussels 99.31 99.23 Belgium

Financière de Kéréon Brussels 99.31 NC Belgium



% interest

2009

% interestpublished


Financière du Loch Puteaux 95.64 95.18 417 537 628

Financière Moncey Puteaux 90.07 89.40 562 050 724

Financière Penfret(1) Odet 99.31 99.23 418 212 197

Financière de Sainte Marine (formerly Bolloré Médias Investissements) Puteaux 95.63 95.18 442 134 177

Forestière Équatoriale Abidjan 93.53 89.81 Rep. of Côte d’Ivoire

Fos Conteneurs Logistique(1) Port-Saint-Louis-du-Rhône 99.28 99.21 342 134 566

Gabon Mining Logistics Libreville 67.17 NC Gabon

Gamship Banjul 99.31 99.23 Gambia

GEIS – SDV GmbH (formerly SDV Deutschland) Frankfurt 49.74 49.70 Germany

Goldway (FE) Ltd Hong Kong 93.53 92.85 Hong Kong

Groupement de Main d’Œuvre Docker La Rochelle NC 61.03 N/A

Guadeloupe Transit Déménagement (GTD) Baie-Mahault/Guadeloupe 99.15 NC 327 869 061

Holding Intermodal Services – HIS(1) Puteaux 99.16 99.09 382 397 404

Hombard Publishing BV Amsterdam 99.31 99.23 Netherlands

IER GmbH Uetze 92.40 91.02 Germany

IER Graphic (formerly Tupos Graphic)(3) Avelin 92.40 91.02 330 345 158

IER Impresoras Especializadas Madrid 92.40 91.02 Spain

IER Inc. Carrollton 92.40 91.02 United States

IER Ltd Southall 92.40 91.02 United Kingdom

IER Pte Ltd Singapore 92.40 91.02 Singapore

IER SA(3) Suresnes 92.40 91.02 622 050 318

Immobilière du Mount Vernon(1) Vaucresson 99.31 99.23 302 048 608

Imperial Mediterranean Puteaux 95.64 95.18 414 818 906

Intervalles(1) Paris 99.31 99.23 440 240 885

Iris Immobilier(1) Puteaux 99.31 99.23 414 704 163

Isamar(1) Valence 99.31 99.23 Spain

ITD Puteaux 99.21 99.14 440 310 381

Joint Service Africa Amsterdam 99.31 99.23 Netherlands

Kanway (FE) Ltd Hong Kong 93.53 92.85 Hong Kong

Kerné Finance(1) Odet 99.23 99.15 414 753 723

Koway (FE) Ltd Hong Kong 93.53 92.85 Hong Kong

La Charbonnière Maisons-Alfort 52.32 52.28 572 199 636

Latham Invest. SA Luxembourg 93.53 92.85 Luxembourg

Les Charbons Maulois(1) Maule 99.18 99.11 619 803 083

Locamat(1) Tremblay-en-France 99.31 99.23 339 390 197

Madisson Invest. SA Luxembourg 93.53 92.85 Luxembourg

Matin Plus Puteaux 69.52 69.46 492 714 779

Mombasa Container Terminal Ltd Nairobi 99.31 99.23 Kenya

Montrose Invest. SA Luxembourg 93.53 92.85 Luxembourg

Morisson Invest. SA Luxembourg 93.53 92.85 Luxembourg

Nord Sud CTI (formerly Transit Gauthier)(1) Rouen 99.26 99.18 590 501 698

Nord-Sumatra Investissements (formerly Plantation Nord-Sumatra) Brussels 99.07 98.98 Belgium

Normande de Manutention(1) Grand-Couronne 99.28 99.21 382 467 645

Papeteries des Vosges Laval-sur-Vologne NC 99.23 440 271 039

Papeteries du Léman Publier NC 99.23 400 333 225



% interest

2009

% interestpublished


Pargefi Valencia 93.53 92.85 Spain

Pargefi Helios Iberica Luxembourg Luxembourg 93.53 92.85 Luxembourg

Participaciones Internacionales Portuarias – PIP Valencia 93.52 92.84 Spain

Peachtree Invest. SA Luxembourg 93.53 92.85 Luxembourg

Plantations des Terres Rouges Luxembourg 93.53 92.85 Luxembourg

Polyconseil Paris 69.52 69.46 352 855 993

Progosa Investment Seville 93.52 92.84 Spain

Pro-Service Forwarding Co. Inc. Inglewood 99.27 99.20 United States

Pt Sarana Citra Adicarya Jakarta 99.28 99.21 Indonesia

Pt SDV Logistics Indonesia Jakarta 99.28 99.21 Indonesia

PTR Finances Luxembourg 93.53 92,85 Luxembourg

Rainbow Investments Ltd Lusaka 50.63 50.59 Zambia

Renwick Invest. SA Luxembourg 93.53 92.85 Luxembourg

Réunitrans(1) La Possession/Reunion Island

94.12 94.05 345 261 580

Rivaud Innovation Puteaux 92.28 91.54 390 054 815

Rivaud Loisirs Communication Puteaux 93.87 93.23 428 773 980

SFA SA Luxembourg 93.55 92.87 Luxembourg

SAFA Cameroun Dizangué 59.77 58.06 Cameroon

SAFA France Puteaux 83.57 80.26 409 140 530

Saga(1) Puteaux 99.12 99.04 542 027 529

Saga Air Belgium Brucargo 99.11 99.04 Belgium

Saga Air Transport Tremblay-en-France NC 99.04 344 378 906

Saga Bénin (formerly SBEM) Cotonou 70.35 70.30 Benin

Saga Cameroun Douala 88.75 88.64 Cameroon

Saga Congo Pointe-Noire 99.12 99.04 Congo

Saga Gabon Port-Gentil 98.52 98.45 Gabon

Saga Guadeloupe Baie-Mahault/Guadeloupe 99.07 NC Guadeloupe

Saga Guinée Conakry 99.12 99.04 Guinea

Saga Investissement(1) Puteaux 99.12 99.04 381 960 475

Saga Japan KK Tokyo 99.12 99.04 Japan

Saga Maritime de Transit Littee – SMTL(1) Fort-de-France/Martinique 99.12 99.04 303 159 370

Saga Réunion(1) La Possession/Reunion Island

99.11 99.04 310 850 755

Saga Sénégal Dakar 98.64 98.57 Senegal

Saga Togo Lomé 80.26 80.19 Togo

Saga France (formerly Sagatrans)(1) Puteaux 99.12 99.04 712 025 691

Sagatrans Est (formerly Jacky Maeder) Puteaux NC 99.04 945 750 990

Saka Delmas Jakarta 99.28 99.21 Indonesia

SAMA(1) Colombes 99.31 NC 487 495 012

SAMC Combustibles Basle 99.31 99.11 Switzerland

SATRAM Huiles Basle 99.31 99.11 Switzerland

Scanship Ghana Téma 99.31 99.23 Ghana

SCCF Douala 98.22 98.14 Cameroon

SCTT(1) Colombes 99.07 98.99 775 668 825

SDV Afrique Puteaux 99.31 99.23 328 046 032



% interest

2009

% interestpublished


SDV Ami Angola Lda (formerly Ami Angola) Luanda 99.31 99.23 Angola

SDV Ami Mozambique (formerly Ami Mozambique) Beira 98.81 98.74 Mozambique

SDV Argentine Buenos Aires 94.32 94.25 Argentina

SDV Asia Pacifi c Corporate Pte Ltd Singapore 99.31 99.23 Singapore

SDV Australia Botany 99.28 99.21 Australia

SDV Belgium Antwerp 99.28 99.20 Belgium

SDV Bénin Cotonou 92.45 92.38 Benin

SDV Ltd (formerly SDV Bernard Ltd) Hainault-Ilford 99.28 99.21 United Kingdom

SDV Brasil Ltda (formerly Scacbras) São Paulo 99.28 99.21 Brazil

SDV Burkina Faso Ouagadougou 88.01 87.94 Burkina Faso

SDV Cambodge Phnom Penh 99.28 99.21 Cambodia

SDV Cameroun Douala 97.55 97.47 Cameroon

SDV Caraïbes(1) Baie-Mahault/Guadeloupe 94.37 94.30 348 092 297

SDV Centrafrique Bangui 99.30 99.23 Central African Republic

SDV Chili Santiago 99.28 99.20 Chile

SDV China Ltd (formerly GEIS Cargo JM China Ltd) Hong Kong 99.28 99.21 People’s Rep. of China

SDV Congo Pointe-Noire 99.30 99.22 Congo

SDV Gabon Libreville 95.96 95.89 Gabon

SDV Ghana Ltd (formerly Delmas Ghana) Tema 99.31 99.23 Ghana

SDV Guinée Conakry 95.85 95.78 Guinea

SDV Guyane Remire Montjoly/Guyane 84.39 84.33 403 318 249

SDV Industrial Project SDN BHD Kuala Lumpur 59.57 NC Malaysia

SDV International Logistics Ltd (formerly SDV Air Link India Ltd) Calcutta 99.26 99.18 India

SDV Italia Milan 99.28 99.21 Italy

SDV Japon KK Tokyo 99.31 99.23 Japan

SDV Korea Seoul 99.31 99.23 South Korea

SDV La Réunion(1) La Possession/Reunion Island

99.28 99.20 310 879 937

SDV Laos Vientiane 99.28 99.21 Laos

SDV Logistics Shanghai Ltd Shanghai 99.28 99.21 People’s Rep. of China

SDV Logistics Singapore (formerly SDV South East Asia Pte Ltd) Singapore 99.28 99.21 Singapore

SDV Logistics Sudan Ltd Juba 89.38 89.31 Sudan

SDV Logistique Internationale (formerly Scac)(1) Puteaux 99.28 99.21 552 088 536

SDV Logistiques Canada (formerly Scac Canada) Saint-Laurent-Quebec 98.05 97.98 Canada

SDV Luxembourg Luxembourg 99.28 98.55 Luxembourg

SDV Madagascar (formerly Scac Madagascar) Toamasina 99.31 99.23 Madagascar

SDV Malawi (formerly SDV Ami Malawi) Blantyre 99.31 99.23 Malawi

SDV Mali Bamako 98.71 98.62 Mali

SDV Maroc (formerly Scac Maroc) Casablanca 99.28 99.20 Morocco

SDV Martinique(1) Fort-de-France/Martinique 99.28 99.20 421 360 785

SDV Méditerranée(1) Marseilles 99.28 99.20 722 058 856

SDV Mexique Mexico City 99.28 99.21 Mexico

SDV Mining Antrak Africa (formerly SDV Mining Energy)(1) Puteaux 99.27 99.19 414 703 892

SDV Nederland BV (formerly Scac Nederland BV) Hoogvliet 99.28 99.21 Netherlands

SDV Niger Niamey 99.31 99.23 Niger

SDV Nigeria (formerly Alraine Nigeria) Lagos 99.31 99.23 Nigeria



% interest

2009

% interestpublished


SDV Nouvelle-Zélande Makati City 99.28 99.21 New Zealand

SDV Philippines Parañaque 69.50 69.44 Philippines

SDV Polynésie (formerly Amatrans Papeete) Papeete 86.98 86.91 French Polynesia

SDV Portugal Lisbon 99.18 99.11 Portugal

SDV PRC Int. Freight Forwarding Ltd Shanghai 99.28 99.21 People’s Rep. of China

SDV Project Gmbh (formerly SDV Project Deutschland) Hamburg 49.74 49.70 Germany

SDV Sénégal Dakar 82.63 82.57 Senegal

SDV South Africa (formerly SDV Transami Pty Ltd RSA) Johannesburg 99.29 99.22 South Africa

SDV Taïwan Taïpei 99.28 99.21 Taiwan

SDV Tchad N’Djamena 84.54 84.48 Chad

SDV Thaïlande Bangkok 59.57 59.52 Thailand

SDV Togo Lomé 99.29 99.21 Togo

SDV Transami Burundi (formerly SDV Burundi) Bujumbura 98.11 98.03 Burundi

SDV Transami Djibouti Ltd Djibouti 69.52 NC Djibouti

SDV Transami Kenya Ltd (formerly Transami Kenya) Nairobi 99.31 99.23 Kenya

SDV Transami NV (formerly Transintra NV) Antwerp 99.31 99.23 Belgium

SDV Transami Ouganda Ltd (formerly Transami Ouganda) Kampala 99.31 99.23 Uganda

SDV Transami Rwanda (formerly SDV Rwanda) Kigali 99.27 99.20 Rwanda

SDV Transami Tanzanie Ltd (formerly SDV Notco Tanzanie) Dar es-Salaam 99.31 99.23 Tanzania

SDV Transintra Soudan Khartoum 49.65 49.62 Sudan

SDV Transport Hong Kong Hong Kong 99.28 99.21 Hong Kong

SDV Transport Malaysia Kuala Lumpur 59.57 59.52 Malaysia

SDV Tunisie Rades 49.64 NC Tunisia

SDV UK Liverpool 99.28 99.21 United Kingdom

SDV USA Inc. New York 99.27 99.20 United States

SDV Vietnam Ltd Hô Chi Minh City 99.28 99.21 Vietnam

SDV Zambie (formerly Ami Zambie) Lusaka 99.31 99.23 Zambia

Seaways Pty Ltd (formerly SAEL) Randburg 99.29 99.22 South Africa

Secaf Puteaux 98.53 98.45 75 650 820

Sénégal Tours Dakar 65.57 65.52 Senegal

SES Paris 93.98 89.09 315 013 557

SETO Ouagadougou 47.36 NC Burkina Faso

Sitarail Abidjan 50.60 48.95 Rep. of Côte d’Ivoire

SMN Douala 49.52 49.47 Cameroon

SNAT Libreville 79.29 NC Gabon

SNCDV Nigeria Lagos 99.30 99.23 Nigeria

Socarfi Puteaux 90.53 89.45 612 039 099

Socatraf Bangui 67.95 67.90 Central African Republic

Socfrance Puteaux 95.19 94.55 562 111 773

Société Anonyme de Manutention et de Participations – SAMP(2) Le Port/Reunion Island 92.62 92.54 310 863 329

Société Bordelaise Africaine Puteaux 98.75 98.35 552 119 604

Société Centrale de Représentation Puteaux 93.02 92.08 582 142 857

Société d’Acconage et de Manutention de La Réunion – SAMR(2) Le Port/Reunion Island 92.62 92.54 350 869 004

Société de Manutention du Terminal à Conteneurs de Cotonou – SMTC Cotonou 64.49 64.44 Benin

Société de Participations Portuaires Puteaux 59.58 NC 421 380 460



% interest

2009

% interestpublished


Société des Chemins de Fer et Tramways du Var et du Gard Puteaux 90.59 89.96 612 039 045

Société d’Exploitation des Parcs à Bois du Cameroun – SEPBC Douala 72.11 72.05 Cameroon

Société d’Exploitation du Parc à Bois d’Abidjan – SEPBA Abidjan 70.03 69.98 Rep. of Côte d’Ivoire

Société d’Exploitation du Terminal de Vridi Abidjan 54.99 54.95 Rep. of Côte d’Ivoire

Société Dunkerquoise de Magasinage et de Transbordement – SDMT(1) Loon Plage 94.42 94.36 075 750 034

Société Financière d’Afrique Australe – SF2A Puteaux 50.63 50.59 500 760 178

Société Financière d’Afrique Centrale(1) Puteaux 99.31 NC 421 387 739

Société Française Donges Metz – SFDM(1) Avon 94.36 94.28 390 640 100

Société Générale de Manutention et de Transit – SGMT(1) La Rochelle 99.24 99.11 551 780 331

Société Industrielle et Financière de l’Artois Puteaux 90.38 89.28 562 078 261

Société Nationale de Transit du Burkina Ouagadougou 84.23 84.16 Burkina Faso

Société Nouvelle Cherbourg Maritime(1) Tourlaville 99.28 99.21 552 650 228

Société Réunionnaise de Service Maritime – SRSM(1) Le Port/Reunion Island NC 99.23 379 108 152

Société Terminaux Conteneurs Gabon (formerly Sageps) Libreville 52.04 40.84 Gabon

Société Togolaise de Consignation Maritime Lomé 84.06 84.00 Togo

Socopao(1) Puteaux 99.31 99.23 343 390 431

Socopao Bénin (formerly Sté Béninoise de Consignation) Cotonou 84.10 84.03 Benin

Socopao Cameroun Douala 92.28 92.21 Cameroon

Socopao Côte d’Ivoire Abidjan 84.06 84.00 Rep. of Côte d’Ivoire

Socopao Guinée Conakry 97.62 97.55 Guinea

Socopao Sénégal (formerly Socofroid) Dakar 82.78 82.71 Senegal

Socphipard (formerly Société du 30) Puteaux 94.21 93.65 552 111 270

Sofi b Abidjan 75.53 73.06 Rep. of Côte d’Ivoire

Sofi map(1) Puteaux 98.99 98.89 424 097 939

Sofi prom(1) Puteaux 99.31 99.23 328 516 844

Sogam Les Sables-d’Olonne 68.50 68.45 332 185 859

Sogera(1) Baie-Mahault/Guadeloupe 94.33 94.26 309 023 422

Sogetra Dunkirk 49.65 49.61 075 450 569

Somac Douala 47.55 47.50 Cameroon

Sorebol Luxembourg 99.31 99.23 Luxembourg

Sorétrans(1) La Possession/Reunion Island

94.11 94.05 345 261 655

Starlogic Ltd Hong Kong 99.28 99.21 Hong Kong

Swann Invest. SA Luxembourg 93.53 92.85 Luxembourg

Tai Pan Ltd Hong Kong 93.53 92.85 Hong Kong

Tamaris Finance(1) Puteaux 99.26 99.19 417 978 632

Technifi n Fribourg 99.31 99.23 Switzerland

Tema Conteneur Terminal Ghana Tema 99.31 99.23 Ghana

Terminal Conteneurs Madagascar Toamasina 99.31 99.23 Madagascar

Terminaux du Gabon Holding Puteaux 47.69 47.35 492 950 845

TICH(1) Puteaux 95.34 99.23 498 916 089

Trailer Corp. Ltd Lusaka 50.63 50.59 Zambia

Trans Meridian Maritime Services Tema 99.31 99.23 Ghana

Transcap Nigeria Lagos 99.30 99.23 Nigeria

Transisud Marseilles 64.47 64.42 327 411 583



% interest

2009

% interestpublished


TSL South East Asia Hub Pte Ltd (formerly GEIS Cargo JM Singapour Ltd) Singapore 99.28 99.21 Singapore

Unicaf(1) Puteaux 99.12 99.05 403 227 820

UX France(1) Tremblay-en-France 99.06 98.95 325 124 428

Wasa Delmas (formerly Delmas Nigeria) Lagos 99.31 99.23 Nigeria

White Horse Carriers Ltd Melrose Arch 50.63 50.59 South Africa

Wifi rst Paris 49.81 NC 441 757 614

Zalawi Haulage Ltd Lusaka 50.62 50.59 Zambia

II. Proportionally consolidated

Canarship Valencia 49.65 NC Spain

Douala International Terminal Douala 39.72 39.69 Cameroon

Gruau Microbus Saint-Berthevin 49.65 49.62 501 161 798

Hanjin Spain SA Valencia 48.66 NC Spain

Intermodal Shipping Agency Ghana Ltd Tema 49.65 NC Ghana

Manumat Le Port/Reunion Island 30.88 30.85 348 649 864

Meridian Port Holding Ltd London 49.65 46.39 United Kingdom

Meridian Port Services Tema 34.75 32.47 Ghana

Pacoci Abidjan 42.04 41.99 Rep. of Côte d’Ivoire

Société d’Exploitation des Parcs à Bois du Gabon – SEPBG Libreville 43.62 43.59 Gabon

Tin Can Island Container Ltd Lagos 50.25 47.14 Nigeria

Véhicules Électriques Pininfarina-Bolloré Puteaux 49.65 49.62 502 466 931

III. By the equity method

Aegis Group London 27.83 27.76 United Kingdom

Bereby Finances Abidjan 18.87 18.82 Rep. of Côte d’Ivoire

Compagnie Internationale de Cultures Luxembourg 21.67 21.62 Luxembourg

Euro Media Group (formerly Euro Media Télévision) Bry-sur-Marne 18.01 17.87 326 752 797

Havas Suresnes 31.66 31.54 335 480 265

Liberian Agriculture Company Monrovia 21.67 21.62 Liberia

Okomu Oil Palm Company Plc Lagos 12.08 12.06 Nigeria

Palm Cam Douala 13.81 13.78 Cameroon

Plantations Nord-Sumatra Ltd Guernsey 41.77 41.68 United Kingdom

SDV Horoz Istanbul 49.54 NC Turkey

Socapalm Tillo 8.66 9.64 Cameroon

Socfi naf Company Ltd Nairobi 25.11 25.05 Kenya

Socfi nal Luxembourg 37.82 37.73 Luxembourg

Socfi nasia Luxembourg 41.77 41.68 Luxembourg

Socfi nco Brussels 31.72 31.65 Belgium

Socfi ndo Medan 37.59 37.51 Indonesia

Société des Caoutchoucs de Grand Bereby – SOGB San Pedro 13.80 13.77 Rep. of Côte d’Ivoire

Sogescol Brussels 31.72 31.65 Belgium

Someport Walon Levallois-Perret 37.23 37.21 054 805 494

SP Ferme Suisse Édéa 8.67 9.64 Cameroon

Terres Rouges Consultant Puteaux 31.71 31.65 317 194 181

Tiba Internacional Valencia 39.71 NC Spain

(1) Company fi scally consolidated in Bolloré.(2) Company fi scally consolidated in SAMP.(3) Company fi scally consolidated in IER.(4) Company fi scally consolidated in AS.(NC) Not consolidated.


STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSFor the year ended December 31, 2009

This is a free translation into English of the Statutory Auditors’ report on the consolidated fi nancial statements issued in the French language and is provided solely for the convenience of English speaking users.The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the consolidated fi nancial statements and includes explanatory paragraphs discussing the auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated fi nancial state-ments.This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2009, on:

the audit of the accompanying consolidated fi nancial statements of Bolloré; •

the justifi cation of our assessments; •

the specifi c verifi cation required by law. •

These consolidated fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated fi nancial statements based on our audit.

i – opinion on the consolidated financial statementsWe conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group as of December 31, 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.Without qualifying our opinion above, we draw your attention to developments in accounting policies expressed in paragraph 1 “New standards applicable as of 2009”, in note 1 – B.3 “Changes in standards” from the notes to the consolidated fi nancial statements.

ii – justification of our assessmentsIn accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de Commerce) relating to the justifi cation of our assessments, we bring to your attention the following matters.

As stated in paragraph 1 “Use of estimates” of the note 1 – B.7 “Valuation •

rules and methods” from the notes to consolidated fi nancial statements, management of your company is bound to make estimates and assumptions that affect the amounts reported in its fi nancial statements and the notes which accompany them. This paragraph specifi es that the amounts given in the future Group consolidated fi nancial statements may be different in case of revision of these estimates and assumptions. As part of our audit of the consolidated fi nancial statements at December 31, 2009, we considered that the goodwill, investments in equity affi liates and shares available for sale are subject to signifi cant accounting estimates.Your company has the assets of its balance of goodwill net of 1,009 million •

euros, as described in note 4 ”Goodwill” from the notes. Your company makes the comparison of the net book value of goodwill to their recoverable amount, determined using the methodology described in paragraph 8 “Goodwill” and paragraph 11 ”Depreciation of non-fi nancial assets” in note 1 – B.7 ”Valuation rules and methods” from the notes.Your company has an asset from its balance sheet net of investments in equity •

affi liates of 971 million euros, as described in note 8 ”Investments in equity affi liates” from the notes. Your company compares the net book value of the investments in equity affi liates with their recoverable value, determined using the methodology described in paragraph 12 ”Securities of companies accounted for by the equity method” and paragraph 11 ”Depreciation of non-fi nancial assets” in note 1 – B.7 ”Valuation rules and methods” from the notes.Your company has net fi nancial assets available for sale totalling 1,510 million •

euros, entered under the heading ”Other fi nancial assets”, as described in note 9 ”Other fi nancial assets” from the notes. Your company values these assets at fair value, using the methodology described in paragraph 13.1, ”Assets available for sale” in note 1 – B.7 ”Valuation rules and methods” from the notes.

In accordance with the professional standards applicable to estimates and on the basis of information currently available, we examined the procedures and methods employed in arriving at these estimates and assessed the reasonable nature of the forecasted data and assumptions on which they are based.These assessments were made as part of our audit of the consolidated fi nancial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report.

iii – specific verificationAs required by law, we have also verifi ed in accordance with professional standards applicable in France the information presented in the Group’s management report.We have no matters to report as to its fair presentation and its consistency with the consolidated fi nancial statements.

Paris and Levallois-Perret, April 26, 2010

The Statutory AuditorsFrench Original signed by

AEG Finances Constantin AssociésPhilippe Bailly Thierry Quéron


20.4. ANNUAL FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009

152 Balance sheet 154 Income statement 155 Cash fl ow statement 156 Subsidiaries and shareholdings as of December 31, 2009 160 Notes to the fi nancial statements 160 Signifi cant events 160 Accounting methods and standards 162 Notes to the balance sheet – notes 1 to 9 167 Notes to the income statement – notes 10 to 18 170 Company results for the last fi ve years 171 Statutory Auditors’ report on the annual fi nancial statements


BALANCE SHEET

assets

12/31/2009 12/31/2008

(in thousands of euros) NotesGross

amountDepreciation

and provisions Net amount Net amount

Intangible fi xed assets 1

Licences, patents and similar rights 8,228 7,328 900 712

Goodwill 627,450 8,627 618,823 618,823

Other intangible fi xed assets 2,165 1,083 1,082 1,156

Tangible fi xed assets 1

Land 6,855 840 6,015 3,788

Buildings 45,713 28,706 17,007 17,398

Plant and equipment 80,064 67,381 12,683 13,328

Other tangible fi xed assets 55,223 15,248 39,975 41,855

Fixed assets in progress 929 929 1,266

Advances and down payments 542 542 18,501

Financial fi xed assets 3

Shareholdings 1,976,014 222,055 1,753,959 1,683,052

Receivables from equity investments 165,338 99,947 65,391 39,981

Other fi xed investments 10,128 1,135 8,993 8,991

Loans 371 177 194 22,402

Other fi nancial fi xed assets 368 81 287 4,454

Total 2,979,388 452,608 2,526,780 2,475,707

Inventories and work in progress

Raw materials and supplies 7,139 140 6,999 2,816

Intermediate and fi nished products 3,025 196 2,829 4,127

Advances and down payments on orders 81 81 302

Receivables 4

Trade and other receivables 24,719 1,281 23,438 23,193

Other credits 796,128 67,154 728,974 828,433

Miscellaneous

Investment securities 5 36,026 530 35,496 13,023

Cash 2,729 2,729 1,977

Settlement accounts

Prepayments 1,192 1,192 1,052

Total 871,039 69,301 801,738 874,923

Staggered bond issue costs 3,326 3,326 1,551

Bond redemption premiums 430 430 539

Translation adjustments – gains 1,946 1,946 4,221

Total 3,856,129 521,909 3,334,220 3,356,941


liabilities

(in thousands of euros) NotesNet amount

12/31/2009Net amount

12/31/2008

Shareholders’ equity

Capital (of which paid up: €395,218,416) 395,218 395,218

Issue, merger and acquisition premiums 235,614 235,614

Revaluation adjustment 24 24

Legal reserve 31,238 29,254

Other reserves 2,141 2,141

Amount carried forward 429,157 418,648

Profi t (loss) for the period 125,474 39,663

Interim dividend

Regulated provisions 22,161 18,460

Total 6 1,241,027 1,139,022

Provisions for contingencies and charges

Provisions for risks 27,930 10,569

Provisions for charges 3,319 1,013

Total 7 31,249 11,582

Payables 4

Other bond issues 85,477 190,042

Loans from banks 1,086,738 872,545

Borrowings and other debts 2,980 6,993

Advances and down payments received on orders in progress 141 46

Trade and other payables 18,086 16,194

Taxes and social security contributions payable 15,923 14,874

Fixed asset debt and related accounts 1,892 7,108

Other debts 841,686 1,091,958

Settlement accounts

Unearned income 1 28

Total 2,052,924 2,199,788

Translation adjustments – losses 9,020 25,086

Total 3,334,220 3,375,478


INCOME STATEMENT

(in thousands of euros) Notes 2009 2008Sales of merchandise 111,466 12,772Sales of:

Goods produced – 57,260 69,682Services – 42,190 39,087

Net turnover 10 110,916 121,541Production left in stock (1,272) 386Capitalised production 374 495Production subsidies 41 17Write-backs of depreciation and provisions, transfers of charges 5,277 1,708Other income 2,805 2,379Total operating income 118,141 126,526Purchases of goods (including customs duties) 10,496 11,782Purchases of raw materials, other supplies and customs duties 29,814 35,928Changes in stocks of raw materials and supplies (4,125) 416Other purchases and services bought in 43,756 42,409Taxes and related payments 4,118 4,349Wages and salaries 33,459 32,743Social security contributions 15,215 14,985Operational provisionsOn fi xed assets: provisions for depreciation 7,415 8,178On current assets: allocations to provisions 38 34For contingencies and charges: allocations to provisions 40 71Other expenses 624 503Total operating expenses 140,850 151,398Operating income (22,709) (24,872)Joint operations (276)Financial incomeFinancial income from investments 191,263 158,789Income from other securities and receivables from fi xed assets 8,274 8,905Other interest and similar income 25,653 58,213Write-backs of provisions, transfers of charges 120,515 21,691Positive exchange differences 5,439 27,561Net income from sale of investment securities 657 471Total fi nancial income 351,801 275,630Extraordinary depreciation allowance and provisions 57,734 75,177Interest and related charges 42,172 169,740Negative exchange differences 7,724 13,457Net expenses on sale of investment securitiesTotal fi nancial expenses 107,630 258,374Net financial income 11 244,171 17,256Current income before tax 221,186 (7,616)Extraordinary income from operations 9Extraordinary income from capital transactions 78,876 42,244Write-backs of provisions, transfers of charges 2,241 14,868Total extraordinary income 81,117 57,121Extraordinary expenses on operations 42,089 3,462Extraordinary expenses on capital transactions 143,565 56,464Extraordinary depreciation allowance and provisions 29,441 11,046Total extraordinary expenses 215,095 70,972Net extraordinary income 12 (133,978) (13,851)Employees’ shareholding and interest 710 526Corporate income tax (38,976) (61,656)Total income 551,059 459,277Total expenses 425,585 419,614Profi t 125,474 39,663


CASH FLOW STATEMENT


Cash fl ow from operations

Net income for the period 125,474 39,663

Charges and revenue not affecting cash fl ow:

Depreciation and provisions – (7,316) 41,307

Income on sale of assets – 89,204 12,300

Other –

Cash fl ow 207,362 93,270

Variation in the working capital requirement: (40,438) 6,739

Inventories and work in progress – (2,886) (51)

Payables and receivables – (37,552) 6,790

Net cash fl ow from operations 166,924 100,009

Cash fl ow from investment transactions

Acquisitions:

Tangible and intangible fi xed assets – (6,760) (18,171)

Securities – (158,864) (159,300)

Other fi nancial fi xed assets – (42,742) (43,405)

Deferred expenses –

Disposals:

Tangible and intangible fi xed assets – 22,668 14,512

Securities – 26,018 26,721

Other fi nancial fi xed assets – 37,774 15,463

Net cash fl ow from investment transactions (121,906) (164,180)

Cash fl ow from fi nancing activities

Dividends paid (27,171) (27,171)

Capital increase through cash payment 0

Increase in borrowings 520,500 563,441

Repayment of borrowings (403,933) (748,374)

Impact of merger 367

Net cash fl ow from fi nancing activities 89,396 (211,737)

Change in net cash 134,414 (275,908)

Opening position (244,590) 31,318

Closing position (110,176) (244,590)


SUBSIDIARIES AND SHAREHOLDINGS AS OF DECEMBER 31, 2009

Companies(in thousands of euros) Share capital

Shareholders’ equityother than capital

Capitalshare held (in %) Gross value Provision

Subsidiaries over 50%-owned by the company

Alcafi 2,723 (14,009) 100.0000 14,504 14,504

Batscap 10,426 (19,220) 80.0000 38,766 4,586

Bolloré Énergie 19,523 86,001 99.9913 91,168

Bolloré Inc. 1,442 (8,489) 100.0000 7,477 7,477

Bolloré Média 288,855 146 99.9999 289,035

Bolloré Shanghai 4,514 (5,740) 100.0000 5,209 5,209

Bolloré Telecom 95,036 (25,854) 89.4775 85,036

La Charbonnière 360 9,740 52.6800 9,183 4,037

Cie des Glénans 247,500 276,251 100.0000 318,815

Dewulf Cailleret 255 2,627 99.9935 10,675 8,050

Exaf 11 20,760 99.7199 17,032

Financière de Cézembre 1,200 531 99.3487 4,814 3,223

Financière Penfret 2,755 (2,367) 100.0000 6,553 5,269

Hombard Publishing 50 (85,179) 100.0000 7,768 7,768

Iris Immobilier 28,529 11,566 99.99996 29,141

MP 42 40 285 99.0000 8,588 8,250

Nord-Sumatra Investissements 1,515 180,664 72.7553 78,382

Polyconseil 151 3,035 70.0000 6,377

Saga 41,370 40,870 99.8090 93,727

Samp 627 1,815 84.5127 6,446

SDV Gabon 6,883 1,598 96.6047 5,409

SDV Logistique Internationale 36,617 53,108 99.9460 53,058

SDV Nigeria Ltd 1,506 2,520 99.9644 8,470

SDV Sénégal 2,621 5,857 83.1396 7,262

SDV Transami NV 11,500 13,176 99.9998 22,039

Secaf 174 15,523 77.5593 12,391 646

Société Navale Caennaise – SNC 2,750 3,454 99.8852 7,249 1,029

Société Navale de l’Ouest – SNO 43,478 (43,468) 99.9968 59,829 59,829

Socopao 627 4,715 99.9992 9,955 9,068

Sofi map 3,712 (1,358) 95.0010 23,601 21,320

Tamaris Finances 1,198 (2,026) 99.9528 4,524 4,524

Tema Container Terminal Ltd 1,408 2,047 100.0000 4,659

Total I 1,347,143 164,790


Net value

Loans and advances made by the company

and not yet paid

Cautionary depositsand endorsements

provided by thecompany

Turnoverexclusive of taxes

for last fi nancial yearProfi t (loss)

for last fi nancial year

Dividends received bythe company during

the last fi nancial year Notes

19,989 6 695

34,180 57,384 1,613 16,915

91,168 86,610 1,050,454 21,988 2,993

1,476 12,791 (2,584)

289,035 4,487 5,108 (31)

365 (1,680)

85,036 10,752 1,415 (9,836)

5,146 21,048 580 205

318,815 39,683 32,175

2,625 886 11,366 633

17,032 135,443 18,413

1,591 3

1,284 20,136 110 (1,216)

85,125 (5,059) (1)

29,141 10,275 399 576

338 (4)

78,382 9,300

6,377 5,833 872

93,727 6,128 30,454 11,214 16,811

6,446 759 431 423

5,409 68,232 (5,548)

53,058 7,636 65,385 923,212 24,811 17,155

8,470 56,299 1,519 287

7,262 64,479 609 2,569

22,039 10,996 4,911 5,226

11,745 6,381 500 110 674

6,220 19

(380)

887 42,630 5,448

2,281 (194)

5,730 25 (628)

4,659 6,919 1,034 687

1,182,353 272,469 159,262 2,411,616 132,741 74,555


Companies(in thousands of euros) Share capital

Shareholders’ equityother than capital

Capitalshare held (in %) Gross value Provision

Holdings (between 10% and 50%)

Bolloré Africa Logistics Côte d’Ivoire 16,597 45,166 35.6159 24,347

Compagnie de Pleuven 136,201 76,900 32.4800 44,238

Compagnie Saint-Gabriel 1,000 (1,292) 23.7506 17,045

Euro Media Group 911 156,531 18.1379 29,217

Financière du Champ de Mars 19,460 39,184 23.7102 68,097

Financière du Loch 236,940 48,749 32.5593 77,171

Financière Moncey 4,206 132,130 15.2167 11,762

Financière V 69,724 16,473 10.2528 10,782

Fred & Farid Group 2,106 1,111 30.0000 6,600

Gruau Microbus 4,737 (1,571) 49.9992 5,450

Sivomar 1,628 (321) 34.5506 4,648 4,648

Socfi nasia 25,063 292,115 16.7486 6,125

Sofi bol 131,825 45,257 35.9334 81,844

Véhicules Électriques Pininfarina-Bolloré

20,040 4,253 50.0000 10,020

Total II 397,345 4,648

Summary information on securities with a gross value that does not exceed 1% of the capital (III)

Subsidiaries (over 50%-owned)

French subsidiaries – 8,359 1,615

Foreign subsidiaries – 36,269 6,345

Holdings (between 10% and 50%)

French holdings – 6,694

Foreign holdings – 19,405 3,328

Shareholdings (less than 10% of the capital held by the company)

160,799 44,312

Total (I+II+III) 1,976,014 225,038(1) Provisions on loans and advances made by the company and not yet paid.(2) Data relating to the year ending December 31, 2008.(3) Data relating to the year ending September 30, 1995.


Net value

Loans and advances made by the company

and not yet paid

Cautionary depositsand endorsements

provided by thecompany

Turnoverexclusive of taxes

for last fi nancial yearProfi t (loss)

for last fi nancial year

Dividends received bythe company during

the last fi nancial year Notes

24,347 185,229 6,200 2,758

44,238 26,689 48,690

17,045 39,802 (1,906)

29,217 108 265,318 2,589

68,097 1,362 1,185

77,171 48,673

11,762 382

10,782 550 31

6,600 17,370 2,010 300 (2)

5,450 2,857 (4,338)

(3)

6,125 33,018 5,373

81,844 1,342 385

10,020 28,443 (11,592)

392,697 68,353 470,774 104,979 58,722

6,744 250,941 11,740 441

29,924 7,279 41,196 8,817

6,694 450 1,795

16,077 5,252 9,792

116,487 23,411 25,920 1,388

1,750,976 628,156 155,510


NOTES TO THE FINANCIAL STATEMENTS

significant events

sale of the thin printing and cigarette paper operationBolloré has sold Papeteries du Léman and Papeteries des Vosges to the Republic Group, the leading American manufacturer of cigarette papers. A capital loss of 11 million euros was recorded in the accounts for the year.

creation of a media holding companyBolloré has introduced a group of television, free press and market research companies into its subsidiary Bolloré Media, in order to strengthen the organi-sation of its Media division. The contribution, to the value of 289 million euros, was made at net book value.

accounting methods and standardsThe fi nancial statements have been prepared in accordance with the accounting principles, standards and methods taken from the 1999 general accounting plan, in compliance with Accounting Regulatory Committee regulation no. 99-03 and the further opinions and recommendations of the French National Accounting Council and the Accounting Regulatory Committee.The basic method used for the valuation of accounting entries is the historic cost method.

1. fixed assetsFixed assets are valued at cost, the value at which they were contributed, or at the cost of production.Depreciation allowances are calculated on a straight-line basis in accordance with the expected useful life of the assets.The difference between the fi scal depreciation and straight-line depreciation is entered under extra tax-driven depreciation under balance sheet liabilities.

1.1. Intangible fi xed assets

Net goodwill consists of:The technical badwill of 35 million euros arising from the merger of Bolloré Investissement with CR Holdings in 2000, the badwill of 246 million euros generated in 2006 from the merger of Bolloré Investissement and Bolloré, and the existing technical badwill of Bolloré, of 345 million euros.These technical elements of badwill arise from transactions carried out on the basis of net book values, and correspond to the negative difference between the net assets received by the company and the book value of the securities held.Such technical items represent no actual loss, nor any exceptional distribution by the taken-over subsidiaries; they are subject to an annual valuation and impairment test in accordance with the value of the underlying assets. These tests are carried out on the basis of the value of each cash generating unit (CGU) measured by activity, calculated by the method of discounting estimated operating cash fl ows.

1.2. Tangible fi xed assets

The principal useful lifetimes applied for the acquisition of new assets are as follows:

Buildings Between 15 and 40 years

Fixtures and fi ttings Between 5 and 15 years

Industrial equipment Between 4 and 10 years

Other tangible fi xed assets Between 3 and 10 years

1.3. Financial fi xed assets

Shareholdings are entered at their cost of acquisition, exclusive of ancillary costs, or at the value at which they were contributed.At the end of the year, a provision for depreciation is made when the inventory value is lower than the balance sheet value.The inventory value is calculated according to the revalued net book value, profi tability, future prospects and the unit value of the shareholding. The esti-mate of the inventory value may therefore justify retaining a higher net value than the proportion of the net book assets.Capitalised accounts receivables are valued at nominal value. A provision for depreciation is made when the inventory value is lower than the book value.Provisions are made for other fi xed investments when their going-concern value is lower than the balance sheet value.

2. inventoriesRaw materials and goods are valued at their cost of acquisition, in accordance with the FIFO method. If applicable, a depreciation allowance is applied in order to refl ect their current value.The value of semi-fi nished and fi nished products includes the cost of materials and supplies, the direct costs of production, indirect factory and workshop costs and depreciation. Fixed costs are recognised in accordance with normal opera-tions.A discount is applied to old buildings without reducing the net value below the recovery value.

3. trade and other receivablesReceivables are valued at nominal value. A provision for depreciation is made when the inventory value is lower than the book value.

4. foreign currency transactionsReceivables and payables denominated in non-Eurozone currencies are entered on the balance sheet at their conversion value at year-end. Unrealised gains and losses are entered among the conversion differences. Unrealised losses corres-ponding to translation losses are the subject of a provision for risks.


5. regulated provisionsRegulated provisions are made in accordance with current fi scal regulations. They include extra tax-driven depreciation and provisions for price increases.

6. provisions for pensions and retirementSupplementary pensions paid to retired staff are recognised in the form of a provision. They are valued according to the PUC (Projected Unit Credit) method, with a gross discount rate of 5.00%.

7. severance pay and pensionsLegal or conventional severance pay and supplementary pensions for personnel in service are entered under off-balance sheet commitments.The total commitment is valued in accordance with the PUC (Projected Unit Credit) method, applying a gross discount rate of 5.00% and an actual progression in salaries of 0.3% (nominal salary progression of 2.5% and infl ation of 2.2%).There are no specifi c commitments towards the governing bodies or general management.

8. details of financial instrumentsFinancial instruments are used mainly to cover interest rate risks arising as a result of debt management, as well as foreign exchange risks. Only fi rm hedging deals (rate swaps, future rate agreements, spot or forward currency purchases or sales) are used.A Strategy Committee is responsible for defi ning the procedures, strategy, limits, markets, instruments and counterparts.

Exchange rate risk management

Forward sales of US dollars with banks amounted to 9.6 million euros at year-end.

Interest rate risk management

Of a total of 1,152 million euros, the fi xed-rate indebtedness amounted to 91 million euros as of December 31, 2009.In March 2007, Bolloré set up a swap paying a fi xed rate of 3.98% to cover a 125 million euros loan due in 2012.In July 2008, CIRS transactions transformed the three tranches of private American investments into debts in euros at fi xed rates:

tranche A of 50 million US dollars at the US 3-month Libor rate +1% into 38 •

million euros at 2.925%;tranche B of 40 million US dollars at the rate of 6.32% into 30 million euros •

at 3.26%;tranche C of 33 million US dollars at the rate of 6.42% into 25 million euros •

at 4.19%.

Fair value of fi nancial instruments

Type of contract Expiry

Initial nominal amount

Fair value of hedging

instruments (in millions of euros)

Fixed rate payer interest rate swap agreement 2012 125.0 M€ (7.2)

CIRS(1) paying fi xed rate 2013 50.0 M$ (3.0)

CIRS(1) paying fi xed rate 2016 40.0 M$ 0

CIRS(1) paying fi xed rate 2018 33.0 M$ 0(1) Currency Interest Rate Swap

9. tax consolidationThe company has formed a tax consolidation group. The tax liability is borne by each company as it would be if there was no consolidation. The tax savings are caught by the parent company.The tax effect for the year 2009 was as follows:

consolidated income was 42 million euros; •

the fi scal group showed a loss for the year. •

As the tax consolidation agreement does not provide for the repayment to the subsidiaries of their reportable losses if they leave the consolidation perimeter, no provision has been made for the fi scal losses of subsidiaries used by the parent company.


NOTES TO THE BALANCE SHEET

note 1 – fixed assets and depreciation

gross amounts

(in thousands of euros)Gross value asof 01/01/2009 Increases Decreases

Gross value asof 12/31/2009

Intangible fi xed assets 636,850 997 (4) 637,843

Tangible fi xed assets 203,353 4,961 (18,988) 189,326

Financial fi xed assets 2,128,796 489,198 (465,775) 2,152,219

Total 2,968,999 495,156 (484,763) 2,979,388

depreciation and amortisation


Depreciationand amortisation

accruing asat 01/01/2009

Straight-lineallowances Decreases

Depreciationand amortisation

accruing asat 12/31/2009

Intangible fi xed assets 16,159 884 (5) 17,038

Tangible fi xed assets 107,217 5,918 (960) 112,175

Total 123,376 6,802 (965) 129,213

note 2 – details of capital leases

fees paid and theoretical depreciation

(in thousands of euros) Original value

Fees paid Theoretical provision for depreciation

Financial year Cumulative Financial year Cumulative

Plant and equipment 6,364 774 5,289 636 5,056

Total 6,364 774 5,289 636 5,056

Fees still outstanding: 127 thousand euros.


note 3 – financial fixed assets

shareholdings and other fixed investmentsThe main changes in the item “Shareholdings” are due to the following:

the creation of or subscription to increases of capital in the following •

companies:

Direct Soir of 50 million euros

Papeteries du Léman of 38 million euros

Société Navale de l’Ouest of 29 million euros

Papeteries des Vosges of 17 million euros

Batscap of 8 million euros

Bretagne Plus of 3 million euros

MPH of 2 million euros

Compagnie de Larmor of 1 million euros

Compagnie de Saint-Gabriel of 1 million euros

the acquisition of shares in the following companies: •

Plantations des Terres Rouges of 2 million euros

Société Industrielle et Financière de l’Artois of 2 million euros

the sale of shares in the following companies: •

Papeteries du Léman of 79 million euros

Papeteries des Vosges of 45 million euros

CSTO of 1 million euros

Changes related to incorporation of the media holding company due to partial contribution of assets realised at net book value:

shares received: •

Bolloré Média of 289 million euros

shares contributed •

Direct 8 of 200 million euros

Direct Soir of 60 million euros

Matin Plus of 14 million euros

Direct Productions of 10 million euros

CSA-TMO Holding of 8 million euros

Bretagne Plus of 3 million euros

Intervalles of 1 million euros

Bolloré Intermédia of 1 million euros

other financial fixed assetsThe increase in other fi nancial fi xed assets is mainly due to the following:

changes in receivables to affi liated companies of 28 million euros; •

the reduction in loans of 19 million euros; •

note 4 – details of receivables and payables

receivables

(in thousands of euros) Gross amount Under 1 year More than 1 yearOf which affi liated

companies

Fixed assets

Shareholdings 1,979,039 1,979,039

Bonds 7,160 160 7,000

Receivables from equity investments 165,335 3,166 162,169 165,335

Loans 316 113 203 316

Other fi nancial fi xed assets 368 368

Current assets

Trade receivables 24,719 23,438 1,281 16,414

Other receivables 796,127 757,348 38,779 788,608

Total 2,973,064 784,225 209,800 2,949,712


payables

(in thousands of euros) Gross amount Under 1 yearBetween 1 and 5

yearsMore than 5

yearsOf which affi liated

companies

Financial debts

Bonds 85,478 4,064 55,155 26,259

Loans from banks 1,086,738 376,357 710,381

Borrowings and other debts 2,980 2,980

Trade payables

Due to suppliers 18,227 18,227 4,161

Taxes and social security contributions payable 15,923 15,923

Other payables

Current accounts 796,666 796,666 796,666

Fixed assets payables 1,892 1,742 150 112

Other debts 45,020 19,100 25,920(1) 16,692

Total 2,052,924 1,235,059 791,606 26,259 817,631(1) Prepaid optional forward sale of 15 million Havas shares expiring on January 4, 2012 through the pledging of said shares.

The company has centralised the management of its subsidiaries’ cash fl ow. The change in net indebtedness is as follows:


Bonds 85,478 190,042

Loans from banks 1,086,738 872,545

Other fi nancial liabilities 2,980 6,993

Credit balances 796,666 1,004,865

Receivables from equity investments (165,338) (134,693)

Loans (371) (22,578)

Debit balances (768,003) (854,831)

Cash (2,728) (1,977)

Investment securities (36,026) (13,553)

Total 999,396 1,046,813

note 5 – estimated value of investment securities

(in thousands of euros) Gross value Net value Estimated value

Unlisted securities 36,026 35,495 35,495

Total 36,026 35,495 35,495


note 6 – shareholders’ equity and net change

(in thousands of euros)Share

capital(1)Share issuepremiums

Legalreserve

Regulatedreserves

Otherreserves

Amountcarried

forward

Net incomefor theperiod

Regulatedprovisions Total

Shareholders’ equity as of 01/01/2009 395,218 235,614 29,254 2,165 418,648 39,663 18,460 1,139,022

Changes due to structural modifi cations

Changes other than structural operations

Appropriation of 2008 profi t 1,983 10,509 (39,663) (27,171)

Changes in subsidies and regulated provisions 3,702 3,702

Net income for 2009 125,474 125,474

Shareholders’ equity as of 12/31/2009 prior to appropriation of profi t 395,218 235,614 31,237 2,165 429,157 125,474 22,162 1,241,027(1) The capital is divided into 24,701,151 shares with a nominal value of 16 euros. Shares registered for more than four years have double voting rights.

note 7 – details of provisions and depreciation

(in thousands of euros)Amount as of

01/01/2009 Allocations Uses ReversalsAmount as of

12/31/2009

Regulated provisions: 18,460 4,434 732 22,162

Provision for price increases – 458 18 9 467

Extra tax-driven depreciation – 18,002 4,416 723 21,695

Provisions for contingencies and charges 11,581 27,022 3,266 4,087 31,250

Provision for restructuring – 230 419 230 419

Provisions for foreign exchange losses – 4,221 677 2,952 1,946

Provision for long-service benefi ts – 737 60 677

Provision for litigation – 1,103 1,008 24 309 1,778

Provisions for subsidiary risks – 4,273 3,663 610

Provision for fi nes – 0 22,680 22,680

Provision for tax – 0 2,104 2,104

Other provisions – 1,017 134 115 1,036

Depreciation 459,955 57,793 37,452 87,422 392,874

Tangible fi xed assets – 179 179

Financial fi xed assets – 369,914 40,902 87,422 323,394

Inventories and work in progress – 370 25 59 336

Customers – 1,378 819 916 1,281

Other receivables – 87,584 16,047 36,477 67,154

Investment securities – 530 530

Total 489,996 89,249 41,450 91,509 446,286


note 8 – deferred income or charges


Deferred charges

Accrued interest on fi nancial debt 2,076

Trade and other payables 5,418

Taxes and social security contributions payable 11,605

Overdraft interest 646

Deferred income

Accrued interest on other fi nancial assets 163

Trade and other receivables 1,164

Other credits 1,309

Banks 498

note 9 – off-balance sheet commitments (exclusive of capital leases)


Commitments made

Joint sureties

Customs and Public Treasury 0 0

Other sureties 250,328 476,725

Pledges and mortgages 32,301 32,301

Commitments received

Guarantees and bonds 12,000 614

Reciprocal or extraordinary commitments

Unused bank lines of credit 1,113,720 827,000

Forward currency sales 19,434 25,724

Forward currency purchases 4,275 14,830

End-of-service payments 4,706 6,015

optionsUndertaking to buy 30% of the capital of Polyconseil, from April to June 2010, for a discounted value of 3.6 million euros.


NOTES TO THE INCOME STATEMENT

note 10 – breakdown of turnover

by business sector


Brittany factories 59,554 71,571

Other activities of head offi ce 51,362 49,970

Total 110,916 121,541

by geographical area

(in %) 2009 2008

France 52.02 46.70

Europe 22.46 25.10

Americas 19.45 21.55

Africa 0.38 0.04

Other 5.69 6.61

Total 100.00 100.00

note 11 – net financial income

The fi nancial result consists mainly of the dividends of operational subsidiaries and the shares in the 2009 result of partnerships, amounting to 191 million euros, the net cost of borrowing of 24 million euros, and the positive effect of changes in depreciation, of 78 million euros.Of which affi liated companies:

Financial income: 329 million euros; •

Financial expenses: 66 million euros. •

note 12 – net extraordinary income


Net allocations to regulated provisions (3,702) 3,602

Income on sale of assets (88,238) (12,585)

Personnel-related costs (1,878) (986)

Net allocations to provisions (23,498) 220

Retirement benefi ts paid (694) (742)

Brussels fi ne 22,680

Debt waiver (37,476)

Miscellaneous (1,172) (3,360)

Total (133,978) (13,851)


note 13 – average staff numbers

(number) 2009 2008

Managers 170 171

Supervisors/other employees 425 442

Total 595 613

note 14 – individual right to training (droit individuel à la formation – DIF)

The DIF system offers all employees the opportunity to undergo 20 hours of training each year, upon request and with the agreement of the company. The training is cumulative and has a maximum limit of 120 hours.The number of hours acquired by Bolloré personnel as of December 31, 2009 was 54,585.

note 15 – remuneration of executive company officers


Directors’ fees 356 359

Other remunerations 1,803 1,631

The amounts stated above are those paid by the company during the year to members of the Board of Directors and offi cers of the company.

note 16 – income before special tax assessments


Net income for the period 139,356 39,663

Corporate income tax (38,976) (61,656)

Income before tax 100,380 (21,993)

Changes to regulated provisions 3,702 (3,602)

Income before special tax assessments 104,082 (25,595)


note 17 – increase or decrease in future tax burden

Type of temporary diff erence(in thousands of euros) 2009 2008

Increase in future tax burden

Extra tax-driven depreciation 21,694 18,001

Provision for price increases 467 458

Deferred expenses, translation losses… 2,958 6,311

Total tax base 25,119 24,770

Increase in future tax burden 8,373 8,257

Decrease in future tax burden

Paid holidays, solidarity contributions, non-deductible provisions 10,917 2,647

Translation gains, income taxed in advance… 9,019 6,549

Total tax base 19,936 9,196

Decrease in future tax burden 6,645 3,065

note 18 – other information

The company’s accounts have been fully incorporated into the consolidation of the Financière de l’Odet Group.


COMPANY RESULTS FOR THE LAST FIVE YEARS

Items 2005 2006 2007 2008 2009

I. End-of-year fi nancial situation

Share capital(1) 368,513 395,218 395,218 395,218 395,218

Number of shares issued 23,032,059 24,701,151 24,701,151 24,701,151 24,701,151

Maximum number of shares to be created:

by conversion of bonds – – – – – –

by exercising subscription rights – – – 1,204,000 1,184,000 1,146,000

II. Total effective operating income(1)

Turnover before taxes 792 129,829 123,382 121,541 110,916

Profi t before taxes, depreciation and provisions 26,298 193,248 274,260 36,127 60,310

Corporate income tax(2) (3,492) (21,611) (27,018) (61,656) (38,976)

Employees’ shareholding and profi t-sharing 326 509 526 710

Profi t after taxes, depreciation and provisions 26,476 211,302 269,541 39,663 125,474

Amount of profi ts distributed(3) 8,292 17,785 27,171 27,171 32,111

III. Operating profi t per share(4)

Profi t after taxes, but before depreciation and provisions 1.29 8.70 12.20 3.57 4.02

Profi t after taxes, depreciation and provisions 1.15 8.55 10.91 1.61 5.08

Dividend paid to each shareholder(3) 0.36 0.72 1.10 1.10 1.30

IV. Employees

Average number of employees 0 621 618 613 595

Total payroll(1) 0 33,563 31,279 32,743 33,459

Total value of staff welfare benefi ts(1) 0 15,146 14,332 14,984 15,215

(1) In thousands of euros.(2) In brackets: tax proceeds.(3) Not taking the enhanced dividend for 2005-2006 into account.(4) In euros.


STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTSFor the year ended December 31, 2009

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking users. The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the fi nancial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the fi nancial statements.This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.


In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2009, on:

the audit of the accompanying fi nancial statements of Bolloré; •

the justifi cation of our assessments; •

the specifi c verifi cations and information required by law. •

These fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements based on our audit.

i – opinion on the financial statementsWe conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of mate-rial misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies and the reasonableness of accounting estimates made, as well as the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the company as at December 31, 2009, and of the results of its operations for the year then ended in accordance with French accounting principles.

ii – justification of our assessmentsIn accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de Commerce) relating to the justifi cation of our assessments, we bring to your attention the following matters.At each year end, your company systematically tests the valuation of merger loss and equity investment in comparison with the value in use of the related subsidiaries in accordance with the valuation methodology described in the paragraph entitled “Intangible assets” and “Financial fi xed assets” of the notes to the accounts. On the basis of the information provided, our work consisted of examining the data and assessing the assumptions used for the valuation of these values in use.These assessments were made as part of our audit of the fi nancial statements as a whole, and therefore contributed to the opinion we formed, which is expressed in the fi rst part of this report.

iii – specific verifications and informationWe have also performed, in accordance with professional standards applicable in France, the specifi c verifi cations required by law.We have no matters to report as to the fair presentation and the consistency with the fi nancial statements of the information given in the management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the fi nancial position and the fi nancial state-ments.Concerning the information given with the requirements of article L. 225-102-1 of the French Commercial Code (Code de Commerce) relating to remuneration and benefi ts received by directors and any other commitments made in their favour, we have verifi ed its consistency with the fi nancial statements, or the underlying information used to prepare these fi nancial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.In accordance with French law, we have verifi ed that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of voting rights has been properly disclosed in the management report.


The Statutory AuditorsFrench original signed by



20.5. date of the latest financial reportResults for 2009 were published on March 26, 2010. The fi nancial statements and their press releases are available online at www.bollore.com.

20.6. interim and other financial informationThe 2009 fi rst half results were published on August 31, 2010 and are available online at www.bollore.com.

20.7. dividend distribution policy

20.7.1. distribution of dividends for the past three financial yearsThe dividends per share distributed for the last three fi nancial years, and the distributed income eligible for tax relief under article 158-2° and 3° of the French General Tax Code, were as follows:

Financial year 2008 2007 2006

Number of shares 24,701,151 24,701,151 24,701,151

Dividend (in euros) 1.10(1) 1.10(1) 0.72(2)

Amount distributed (in millions of euros) 27.2 27.2 17.8(1) The dividend distributed for 2007 and 2008 was eligible for the 40% tax allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is only

attributable to shareholders who are natural persons, or optionally for a deduction at source pursuant to and under the terms of article 117 quater of the French General Tax Code.(2) The dividend distributed for 2006 was eligible for the 40% tax allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is only attributable to

shareholders who are natural persons.

20.7.2. appropriation of income for the periodNet income for the fi nancial year was 125,473,934.90 euros. Your Board recom-mends allocating distributable profi t as follows:

(in euros)

Net income for the period 125,473,934.90

Retained profi t carried over 429,156,517.64

5% to statutory reserve (6,273,696.75)

Distributable profi t 548,356,755.79

Dividends 32,111,496.30

Amount carried forward 516,245,259.49

The fi nal dividend to be distributed for the fi nancial year is thus fi xed at 1.30 euros per 16 euro nominal share. In accordance with statutory provisions, the entire amount of the dividend allocated to individuals residing in France for tax purposes is eligible for the 40% allowance under article 158 of the French General Tax Code, or optionally for a fl at-rate deduction at source by virtue and under the terms of article 117 quater of the French General Tax Code.The amounts thus distributed will become payable on June 22, 2010.

20.7.3. prescription for dividendsThe legal term for claiming possession of dividends is fi ve years from the date of payment.Dividends left unclaimed after this fi ve-year period will be paid to the State.

20.8. court proceedingsAny government, court or arbitration proceedings which may have or have recently had a signifi cant effect on the fi nancial situation or profi tability of the Group’s issuer are presented in 4.1.4 “Legal risks”.

20.9. significant change in the financial or commercial situationNo change has occurred since the last fi nancial year for which approved fi nancial statements or interim fi nancial statements have been published.

20.10. acquisitions of direct shareholdings and controlling interests

20.10.1. acquisitions of direct shareholdingsInterests acquired directly in companies headquartered on the territory of the Republic of France were as follows during the year:

Shareholdings in 2009 Total of capital stake and control as of 12/31/2009

Company % of capital % of voting rights % of capital % of voting rights

Compagnie de la Pointe d’Arradon 99.00 99.00 99.00 99.00

Financière de Ploërmel 99.00 99.00 99.00 99.00

Financière de Plougastel 99.00 99.00 99.00 99.00

NB: the fi gures given above relate to shareholdings corresponding to the highest percentage held during the year.


20.10.2. acquisitions of controlling interestsAcquisitions of controlling interests in companies having their registered offi ce on the territory of the French Republic were as follows during the year:

Company(% of voting rights)

Indirect holdingsacquired in 2009

Controlling interest at 12/31/2009

Bolloré Média(1), SNC 100.00 N/A

Compagnie de la Pointe d’Arradon – 99.00

Financière de Ploërmel – 99.00

Financière de Plougastel – 99.00

Congo Terminal Holding 100.00 75.00

Guadeloupe Transit Déménagements – GTD 80.00 100.00

Havas Media Africa(2) 49.93 49.93

SEMAD(3) 100.00 100.00NB: the fi gures given above relate to shareholdings corresponding to the highest percentage held during the year.

(1) Bolloré Média, SNC (Siren: 513 242 297) was subject to a complete transfer of assets to its sole partner Bolloré Média (Siren: 501 384 234).(2) Control shared with Havas Media France SA.(3) Société d’Exploitation de Magasin et Aire de Dédouanement Banal.

20.11. details of payment termsIn application of article D. 441-4 of the French Commercial Code, the following table contains details, as of December 31, 2009, of the balance of trade payables and related accounts, broken down by due date. However, as it is the fi rst year of application, no comparison with the previous year can be made.

Due dates: (D = 12/31/2009)(in thousands of euros)

Payables overdue on closing

Expiring on:

Beyond expiry date TotalD+15

Between D+16 & D+30

Between D+31& D+45

Between D+46& D+60 Beyond D+60

Suppliers 2,363 1,907 1,968 3,101 3,257 9 12,605

Suppliers of tangible assets 1,556 87 5 104 128 5 1,885

Total payable 3,919 1,994 1,973 3,205 3,385 14 14,490

Invoices not received 5,419 5,419

Other 69 69

Total trade and other payables 3,919 1,994 1,973 3,205 3,385 14 5,488 19,978

21. ADDITIONAL INFORMATION

21.0. debt securities other than share equivalents

bonds issued by the companyOn December 22, 2006, the Chairman and Chief Executive Offi cer, Vincent Bolloré, acting under the delegation of the Board of Directors dated December 21, 2006 to carry out a bond issue of up to 200 million euros, issued bonds purchased by US institutional investors for a total of 123 million US dollars divided into three tranches:

tranche A, 50 million US dollars, with fl oating rate indexed to the Libor rate, •

repayable on December 22, 2013;tranche B, 40 million US dollars, with an interest rate of 6.32%, repayable on •

December 22, 2016;tranche C, 33 million US dollars, with an interest rate of 6.42%, repayable on •

December 22, 2018.

21.1. share capital

21.1.1.a. amount of share capitalAt December 31, 2009, the share capital totalled 395,218,416 euros divided into 24,701,151 shares each with a nominal value of 16 euros, all of the same value and fully paid.

Place of listing

The issuer’s securities are listed on Euronext Paris Compartment A under ISIN code FR 0000039299.

21.1.1.b. amount of potential capitalThe total number of potential securities at December 31, 2009 consisted of 1,146,000 shares (options not yet exercised on December 31, 2009), equivalent to an additional potential capital of 18,336,000 euros.


21.1.2. number, book value and nominal value of shares held by the company itself or on its behalf by its subsidiariesAt December 31, 2009, the company’s shares held by controlled companies numbered 3,310,075.These shares do not have voting rights.

21.1.3. amount of convertible securities, exchangeable securities or securities provided with equity warrants with details of conversion, exchange or subscription termsNone.

21.1.4. information on the conditions governing any right of acquisition and/or any obligation attached to capital subscribed for, but not paid up, or on any undertaking aimed at increasing capitalNone.

21.1.5. information on share purchase or subscription options

21.1.5.1. Subscription options granted

Date of meeting June 7, 2006


Number of options that could be granted 1,612,244


Exercise price 148.24 euros

Subscription options remainingas of December 31, 2009 1,146,000

Life of the plan 5 years

Total lock-in period 4 years

21.1.5.2. Bolloré share subscription options authorised and not granted

The Extraordinary General Meeting of June 5, 2008 authorised the Board of Directors to grant share subscription options to employees and company offi cers of Bolloré and companies connected with Bolloré as provided for in articles L. 225-177 et seq. of the French Commercial Code.The authorisation is for thirty-eight months and the total number of options granted may not be such as to give rise to entitlements to more than 5% of the share capital.

21.1.6. background of the share capital for the period covered by the historical financial information highlighting any change

Year OperationsNominal

(in euros)

Amount of changein capital

(in euros)

Amount of issue premium

(in euros)

Cumulativeshare capital

(in euros)

Cumulativenumber of

company shares

2004 Creation of 94,500 shares following the exercise of share subscription options (37.19 euros per share)

16 1,512,000 2,002,455 368,512,944 23,032,059

2005 16 368,512,944 23,032,059

2006 Remuneration of Bolloré shares (absorbed during the merger dated December 21, 2006) as part of the public offer of exchange

16 26,705,472 202,794,678 395,218,416 24,701,151

2007 – 16 – – 395,218,416 24,701,151

2008 – 16 – – 395,218,416 24,701,151

2009 – 16 – – 395,218,416 24,701,151


21.1.7. delegations made by the shareholders’ meeting to the board of directorsin relation to capital increasesAt the time of writing this report, the Board of Directors had the following delegations of competence to increase the share capital or issue securities.

table summarising delegations still valid made by the shareholders’ meeting to the board of directors in the area of capital increases, in accordance with articles l. 225-129-1 and l. 225-129-2 (article l. 225-100, paragraph 4, of the french commercial code)

AuthorisationsDate of GeneralMeeting resolution

Duration(expiry)

Maximum amount(in euros) Use

Issue of securities giving access to equity capital with preferential subscription entitlements

Extraordinary General MeetingJune 10, 2009

26 months(August 10, 2011)

Loan: 500,000,000Capital: 200,000,000

Not used

Issue of ordinary shares to be paid for by incorporation of reserves, profi ts or premiums or raising the nominal value



200,000,000(1) Not used

Delegation to carry out a capital increase with the aim of paying for contributions of shares or securities giving access to equity



10% of capital Not used

Capital increase reserved for employees Extraordinary General MeetingJune 10, 2009


1% of capital Not used

(1) Sum imputed to capital increases to be realised by issuing securities subject to preferential subscription entitlements.

21.1.8. agreements signed by the company modified or terminating in the event of change of controlSome fi nancing agreements can be terminated in the case of a change of control. None of the commercial agreements whose termination would have a signifi cant impact on Group activities contain any change of control clause.

21.2. incorporating instruments and articles of associationBolloré is a limited company (société anonyme) with a Board of Directors whose registered offi ce is at Odet, 29500 Ergué-Gabéric, and entered in the Quimper Register of Commerce and Companies under number 055 804 124.The company was incorporated on August 3, 1926 for a period expiring onAugust 2, 2025.Documents and information related to the company may be consulted at its administrative headquarters: 31-32, quai de Dion-Bouton, 92811 Puteaux Cedex.

21.2.1. corporate purpose (article 2 of the articles of association)The company objects in France and in any other country are to carry on the following activities:

the acquisition of all interests and shareholdings in any French or foreign •

company by all and any means;the industrial application of any and all technologies; •

any and all forms of transportation, by sea, land or otherwise, and any and •

all freight forwarding services, together with all related operations;the provision of services, advice and assistance to companies, on matters •

including fi nance;

the purchase and sale of any and all products, the acquisition, management, •

operation (including by lease with or without an option to purchase) or sale of any consumer goods or equipment, whether fi xed, movable or vehicular, of machines and tools, as well as of any and all land, sea and air craft;the acquisition and licensing of all patents, trademarks and commercial or •

manufacturing operations;and, more generally, any commercial, fi nancial, industrial, real estate or move- •

able property transaction whatsoever that could directly or indirectly further the company’s objects, or any similar or connected objects.

21.2.2. summary of the provisions set out in the articles of association, the charter and the internal rules concerning members of governing and management bodiesThe provisions related to the governing and management bodies appear in title III of the articles of association.Thus the Board of Directors is made up of three to eighteen members, subject to the exemption provided by law in case of merger.Their term of offi ce lasts six years, and the age limit for exercising their duties is fi xed at 99 years.Each director must own at least one share throughout his/her period of offi ce.The Board of Directors elects among its members a Chairman of the Board of Directors, a physical person who organises the Board’s work and ensures that the directors are in a position to fulfi l their assignments.Regardless of the period for which they have been conferred, the Chairman’s duties end automatically at the end of the fi rst Ordinary General Meeting held after the date on which he/she reaches the age of 75 years. However, the Board of Directors may in this case decide to renew the Chairman’s term of offi ce for one or two periods of two years.


The Board may appoint among its members one or more Deputy Chairmen responsible for chairing Board Meetings if the Chairman is absent or unable to attend.The general management of the company is assumed, under its responsibility, either by the Chairman of the Board of Directors or by another physical person nominated by the Board of Directors, bearing the title of Chief Executive Offi cer.At the proposal of the Chief Executive Offi cer, the Board of Directors may mandate one or more persons (but no more than fi ve) to assist him/her, as Deputy Chief Executive Offi cer.

21.2.3. rights, privileges and restrictions attached to sharesArticle 11 of the articles of association provides that, apart from the voting right allotted to it by law, each share gives rise to entitlement to a portion, in propor-tion to the number and nominal value of existing shares, of the share capital, the profi ts or the proceeds of liquidation.Article 19 of the articles of association provides that the right attached to shares is proportional to the portion of the capital that they represent but that a voting right double that conferred to other shares, having regard to the portion of the share capital that they represent, is allotted to all fully paid shares for which registration is proven for at least four years on behalf of the same share-holder.This right is conferred as from their issue on the occasion of a capital increase by incorporation of reserves, profi ts or issue premiums, to registered shares allotted free of charge to a shareholder in respect of previously held shares for which he/she benefi ts from this right.This double voting right will cease automatically for any share converted to bearer form or whose ownership is transferred. Nonetheless, any transfer as a result of succession, liquidation of communal estate between spouses or dona-tion inter vivos, in favour of a spouse or relative entitled to inherit, and any transfer of shares following merger or demerger operations, does not interrupt the period set above and maintains the acquired right.The merger of the company has no effect on the double voting right, which may be exercised within the absorbing company if its articles of association have instituted it.As regards usufructuary, pledged, distrained or jointly owned shares, their voting rights are exercised in accordance with the legal provisions.The voting right may be abolished by decision of the Extraordinary General Meeting and following ratification by the Special Meeting of beneficiary shareholders.Abolition of the double voting right will be included on the agenda of an Extraordinary General Meeting to be held on June 10, 2010, followed by a Special Meeting of benefi ciary shareholders called to approve that decision.

21.2.4. action to be taken to modify shareholder rightsThe company’s articles of association do not provide more restrictive provisions than the law in this area.

21.2.5. convening of meetings and conditions for admission

Convening

Shareholders’ meetings are convened under the conditions provided by law.In accordance with the provisions of article L. 225-103 of the French Commercial Code, Ordinary and Extraordinary General Meetings are convened by the Board of Directors. Failing this, they may also be convened by:

the Statutory Auditors; •

a representative designated by the courts at the request of any interested party •

in case of urgency or one or more shareholders representing at least 5% of the share capital or an association of shareholders meeting the conditions fi xed by law;shareholders representing a majority of capital or voting rights after a takeover •

bid or public offer of exchange or after sale of a controlling block.After fulfi lment of the formalities preliminary to convening stipulated by the regulations in force, General Meetings are convened by a notice containing the indications set out by these regulations; this notice is inserted in a journal authorised to receive legal announcements in the département of the registered offi ce and in the bulletin of mandatory legal announcements.Shareholders who have been registered in the accounts for at least one month on the date of insertion of this notice are also convened by ordinary letter, unless they have asked in good time to be convened, at their own expense, by recorded delivery letter.

Participation in meetings

The right to participate in General Meetings is subject to accounting registration of securities on behalf of the shareholder or the intermediary entered on his behalf, on the third business day preceding the meeting at midnight, Paris time, either in the registered securities accounts held by the company or in the bearer securities accounts held by the authorised intermediary.The entry or accounting registration of securities in the bearer securities accounts held by the authorised intermediary is confi rmed by an attestation of participa-tion issued by the latter.Any shareholder entitled to participate in the General Meeting may be repre-sented by his spouse or by any other shareholder or may vote by post under the legal conditions.

21.2.6. provisions in the articles of association, charter or rules that may delay, defer or prevent a change of controlNone.

21.2.7. provisions of the incorporating instrument, charter or rules fixing the threshold above which any shareholding must be disclosedNone.

21.2.8. conditions in the articles of association governing changes of capitalChanges in capital may be made under the conditions provided by law.


22. SIZEABLE CONTRACTSSignifi cant contracts concluded by the Group’s companies are mentioned in the notes to the consolidated fi nancial statements note 7.

23. INFORMATION PROVIDED BY THIRD PARTIES, VALUERS’/EXPERTS’ DECLARATIONS, AND DECLARATIONS OF INTEREST

This document does not contain any information provided by third parties, any valuers’/experts’ declarations or any declarations of interest, except for the Statutory Auditors’ reports.

24. DOCUMENTS ON PUBLIC RECORDInvestors and shareholders requiring further details on the Group are invited to contact:

Cédric de BailliencourtChief Financial Offi cerTel.: +33 (0)1 46 96 46 73Fax: +33 (0)1 46 96 48 76

Emmanuel FossorierInvestor RelationsTel.: +33 (0)1 46 96 47 85Fax: +33 (0)1 46 96 42 38

Annual and half-yearly reports are available on request from:

Finance Department – Investor RelationsGroupe Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex – FranceTel.: +33 (0)1 46 96 47 85Fax: +33 (0)1 46 96 42 38

In addition, the Group’s website (www.bollore.com) enables you to view press releases and fi nancial elements concerning the Group under the headings “Press Releases” and “Financial Data”.

25. INFORMATION ON SHAREHOLDINGSThe company’s shareholdings are mentioned in the table of subsidiaries and shareholdings in the fi nancial statements 20.4, and the Group’s shareholdings are set out in note 9 “Other fi nancial assets” to the consolidated fi nancial statements 20.3.


ANNEXES

180 Table of correspondence between the management report and the Bolloré reference document 181 Table of concordance between the reference document and the annual fi nancial report 182 Chairman’s report on the composition of the Board and the conditions for the preparation and organisation of its work,

and on the internal control and risk management procedures implemented by the company 187 Statutory Auditors’ report prepared in accordance with article L. 225-235 of the French Commercial Code

(Code de Commerce) on the report prepared by the Chairman of the Board of Directors of Bolloré 188 Statutory Auditors’ special report on regulated agreements and commitments with related parties 189 Resolutions to be presented to the Ordinary General Meeting of June 10, 2010 190 Report by the Board of Directors to the Extraordinary General Meeting of June 10, 2010 191 Resolutions to be presented to the Extraordinary General Meeting of June 10, 2010 192 Special Statutory Auditors’ report on the free allotment of existing or new shares to employees and offi cers of the company 193 Report by the Board of Directors to the Special Meeting of June 10, 2010 194 Resolutions to be presented to the Special Meeting of June 10, 2010 195 Yearly disclosure document


TABLE OF CORRESPONDENCE BETWEEN THE MANAGEMENT REPORT AND THE BOLLORÉ REFERENCE DOCUMENT

The present reference document comprises all the information from the company’s management report, as required under articles L. 232-1 and R. 225-102 of the French Commercial Code.

Information contained in the report of the Board of Directors that must be submitted to the General Meeting by reason of articles L. 232-1-II and R. 225-102 of the French Commercial Code

Sections of reference document containing the

corresponding information

Situation and activity of the company during the previous fi nancial year 6.1

Operating results 3 ; 6.1 ; 9.1

Progress made and diffi culties encountered 12.1

Research and development activities 11.1 ; 11.2

Forecast developments in the company’s situation and future prospects 12.2

Important events occurring between the closing date of the fi nancial year and the date on which the report is drawn up 20.3 note 38

Body chosen to exercise the general management of the company 14.1.1

Objective and exhaustive analysis of developments in the company’s business, results and fi nancial situation (in particular its debt situation) and key non-fi nancial performance indicators (including information on environmental and personnel issues) 8.2; 9 ; 10 ; 17 ; 20.9

Indications on the use of fi nancial instruments by the company when relevant to evaluate its assets, liabilities, fi nancial situation, and losses and profi ts

10.4 ; 10.5 ; 20.3 notes 21 and 36

Description of the main risks and uncertainties with which the company is confronted 4

List of offi ces or positions held by the company offi cers 14.1.2

Report on the status of participation by employees (and, if applicable, by directors) in the share capital on the last day of the fi nancial year 17.1 ; p.178 ; 17.3; 17.5

Indications laid down in article L. 225-211 of the French Commercial Code in the event of acquisition of shares in order to allot them to employees as profi t-sharing or to grant stock options or to allot shares free of charge to employees and directors NA

Activity of subsidiaries of the company and of companies controlled by it 7.1

Taking up of signifi cant shareholdings in companies having their head offi ce in France or taking up of controlling interests in such companies 20.10

Alienations of shares for the purpose of regularising reciprocal shareholdings NA

Information related to the breakdown of share capital and own shares 18.1

Operations by companies in which the company holds a majority interest or subscription of shares as stock options 17.2.2.2

Amount of dividends distributed over the last three fi nancial years and amount eligible for tax relief 20.7.1

Remuneration and benefi ts in kind of each of the company offi cers 15

Modifi cations made to the way of presenting the company fi nancial statements 20.3 note 1

Injunctions or fi nancial penalties for antitrust practices 4.1.4 ; 20.8

Information on the way in which the company takes into account the social and environmental consequences of its activity 4.1.6 ; 8.2; 17.1

Information on the risks run in the event of changes in interest rates, exchange rates or share prices 4.1.1 ; 4.1.2 ; 20.3 note 36

Indications laid down in article L. 225-211 of the French Commercial Code in the event of operations by the company on its own shares (share buyback scheme) NA

Calculation information and results of the adjustment of the conversion bases and the conditions for subscribing to or exercising securities providing access to the capital or subscribing to or purchasing shares 17.2.2 ; 20.3 note 19


Information contained in the report of the Board of Directors that must be submitted to the General Meeting by reason of articles L. 232-1-II and R. 225-102 of the French Commercial Code

Sections of reference document containing the

corresponding information

Operations by the Directors and persons closely linked to them on their securities 17.4

Information likely to have an impact in the event of a public offering:

Company share capital structure – 21.1 ; 18.1 ;18.3

Statutory restrictions on exercising voting rights and transfers of shares or agreement clauses brought to the attention –of the company in application of article L. 233-11 of the French Commercial Code

18.4 ; 21.2.3 ; 21.2.4 ; 14.1.1

Direct or indirect participating interests in the capital of which the company is aware by virtue of articles L. 233-7 and –L. 233-12 of the French Commercial Code 18.1

Holders of shares with special controlling rights and their description – 18.2 ; 21.2.3

Control mechanisms provided in the personnel shareholding systems, agreements between shareholders of which –the company is aware and that may lead to restrictions in the transfer of shares and the exercise of voting rights (shareholder pact) 18.4 ; 21.2.4 ; 21.2.6

Rules applicable to the appointment and replacement of members of the Board of Directors and amendment of the –articles of association 16 ; 21.2.2 ; 14.1.1

Powers of the Board of Directors, particularly issuing or buying back shares – NA

Agreements signed by the company modifi ed or terminating in the event of change of control – 21.1.8

Agreements providing for indemnities for members of the Board of Directors or employees if they resign or are –dismissed without genuine and serious grounds or if their employment is terminated due to a public offering 16.4 ; 20.3 note 33

Information on payment times, provided for in article L. 441-6-1 of the French Commercial Code 20.11

Table showing company results for the last fi ve years 20.4 p.170

Table and report on delegation when raising capital 21.1.7

Report by the Chairman of the Board of Directors AppendixNA: not applicable

TABLE OF CONCORDANCE BETWEEN THE REFERENCE DOCUMENT AND THE ANNUAL FINANCIAL REPORT

Annual fi nancial statements 20.4 p. 151

Consolidated fi nancial statements 20.3 p. 85

Statutory Auditors’ report on the annual fi nancial statements 20.4 p. 171

Statutory Auditors’ report on the consolidated fi nancial statements 20.3 p. 150

Management report Appendix p. 180

Statutory Auditors’ fees 20.3 p. 141

Chairman’s report on the composition, preparation conditions and organisation of the work of the Board and on internal control Appendix p. 182

Statutory Auditors’ report on the Chairman’s report Appendix p. 187

Yearly disclosure document Appendix p. 195NA : non applicable.


CHAIRMAN’S REPORT ON THE COMPOSITION OF THE BOARD AND THE CONDITIONS FOR THE PREPARATION AND ORGANISATION OF ITS WORK, AND ON THE INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE COMPANY

In application of article L. 225-37 of the French Commercial Code, the Chairman of the Board of Directors reports to shareholders in this report, which was approved by the Board Meeting held on March 25, 2010, (i) on the composition of the Board and the conditions for the preparation and organisation of its work, (ii) the corporate governance information, (iii) the conditions related to shareholders’ attendance at the General Meeting and (iv to viii) the internal control and risk management procedures implemented by the company.The elements used for the preparation of this report are based on interviews and meetings with management of the various operational divisions and central departments of the Group. In particular, this work was conducted by the Group’s legal affairs and internal audit departments, under the supervision of the fi nance department and the fi nancial communications department.The Group’s internal control rules apply to companies within the fi nancial statement scope according to total or proportional integration methods.

i. composition of the board of directors and conditions for the preparation and organisation of its work

composition of the boardIn accordance with statutory provisions, the directors are appointed by the Ordinary General Meeting and the Board may, under the conditions laid down by law, make temporary appointments.The Board must comprise at least three and at most eighteen members, subject to the waiver provided for by law in the event of a merger.Their term of offi ce is six years and they may be re-elected.The Board comprises sixteen members: Vincent Bolloré (Chairman and Chief Executive Officer), Antoine Bernheim (Vice-Chairman), Comte de Ribes (Vice-Chairman), Cédric de Bailliencourt (Vice-Chairman and Chief Executive Offi cer), Yannick Bolloré, Cyrille Bolloré, Groupama SA (represented by Jean Azéma), Bolloré Participations (represented by Gilles Alix), Financière V (repre-sented by Thierry Marraud), Hubert Fabri, Denis Kessler, Jean-Paul Parayre, Georges Pébereau, Olivier Roussel, Michel Roussin and François Thomazeau.In accordance with the legal and regulatory provisions in force, full details of the members of the Board are available in the reference document.Of the sixteen members of the Board and in accordance with the independence criteria adopted by the Board at its Meeting on April 9, 2009, Antoine Bernheim, Hubert Fabri, Denis Kessler, Jean-Paul Parayre, Georges Pébereau, Olivier Roussel and François Thomazeau and Groupama SA are qualifi ed as independent.

powers of the chairman and chief executive officerThe Board of Directors, at its meeting on June 5, 2008, decided to adopt the option consisting in not dissociating the functions of Chairman and Chief Executive Offi cer and renewed Vincent Bolloré’s term of offi ce.The Chairman and Chief Executive Offi cer has the widest powers to act under all circumstances on behalf of the company.No limit is imposed on the Chairman’s powers.The Chairman will nonetheless submit all operations of genuine strategic importance to the Board’s approval.

board meetingsIn accordance with article 13 of the articles of association, the Directors may be called to Board Meetings by any means, at either the registered offi ce or any other place.Meetings are convened by the Chairman or by the Vice-Chairman and Chief Executive Offi cer. The Board will validly deliberate only if at least half of its members are present.

Decisions are taken on a majority of members present or represented, the Chairman having the casting vote.In order to enable as large a number of directors as possible to attend the Board Meetings:

the provisional meeting dates will be set several months in advance and any •

changes to the date will be made following consultation to enable as many Directors as possible to attend;the Board of Directors, at its meeting on March 19, 2008, adopted bylaws •

authorising, with the exception of the operations laid down in articles L. 232-1 (preparation of company fi nancial statements and management report) and L. 233-16 (preparation of Group consolidated financial statements and management report), participation in Board deliberations by videoconfer-ence.

the board’s missionThe Board of Directors decides on the overall direction of the company’s activities, supervises the carrying out of its activities, decides on the accumula-tion or dissociation of the offi ces of Chief Executive Offi cer and Chairman of the Board, and approves the Chairman’s draft report. Subject to the powers expressly attributed to the General Meeting, and within the company’s objects, it deals with all matters affecting the proper and successful running of the company, and its resolutions govern those matters that come within its scope. It also makes such controls and checks as it deems fi t, examines and draws up the fi nancial statements, and appoints members of the Audit Committee.

organisation of the board’s workTwo weeks before the Board meets, a convening notice is sent to each director together with a draft of the minutes of the previous meeting, so that they can make any comments on the draft before the actual Board meeting.This allows the Board meeting to be devoted to discussion of the agenda.For each Board meeting, a complete report setting forth each of the items on the agenda is submitted to all the directors, who may request any other information that they consider useful.Discussions are conducted with the constant aim of encouraging an exchange between all the directors on the basis of complete information, and with careful attention to keeping the discussion focused on the important issues, especially those of a strategic nature.Over the fi nancial year, the Board met twice and was called upon to give its opinion on points which included the following:

Meeting held on April 9, 2009 (attendance rate: 79%): •

activities and results, —

examination of company and consolidated fi nancial statements for the 2008 —

fi nancial year,authorisation to the Chairman for securities and guarantees, —

provisional documents, —

agreements subject to the provisions of articles L. 225-38 et seq. of the French —

Commercial Code,examination of the French Corporate Governance Code for Listed Companies —

published in December 2008,examination of the provisions of the order of December 8, 2008 introducing —

the statutory obligation to set up an Audit Committee;Meeting held on August 31, 2009 (attendance rate: 81%): •

consolidated half-yearly fi nancial statements at June 30, 2009; —

provisional documents, —

agreements subject to the provisions of articles L. 225-38 et seq. of the French —

Commercial Code,distribution of directors’ fees, —

evaluation of the Board’s operation and working methods. —


evaluation of the board’s operation and working methodsAt its meeting held on August 31, 2009, the Board of Directors was called upon to conduct an assessment of its own operation and working methods.This was done with three objectives in mind:

to review the Board’s working arrangements; •

to check that important issues were properly documented and debated; •

to assess the actual contributions made by each member to the Board’s work, •

in line with his areas of competence and involvement in the deliberations.The method used, as in preceding years, is that of self-evaluation.With regard to the results of the evaluation, the directors gave a positive assess-ment of the way in which the Board works, notably improved by the implemen-tation of bylaws authorising participation in meetings by videoconference.As regards preparations for discussing important issues, the Board members gave a favourable opinion on the information provided to them, in terms of both relevance and times taken to obtain this information, enabling analysis of all the issues examined.The Board’s composition combines recognised qualities, including industrial, fi nancial, accounting and banking skills and experience, which is continuously refl ected in its analysis of fi nancial information and contributes greatly to the high quality of discussions and decision-making.Thus the Ordinary General Meeting held on June 10, 2009 appointed Yannick Bolloré, Chief Executive Offi cer of Bolloré Média, and Cyrille Bolloré, Head of Procurement and Logistics at Bolloré Énergie, as directors.

specialist committeesThe Board has no specialist committees, directors carrying out their functions collegially.Under the provisions of the order of December 8, 2008 (instituting the obliga-tion to set up an Audit Committee within companies whose shares are admitted for trading on a regulated market), the directors, at a meeting held on April 9, 2009, decided, in view of the nature and structure of the Group, to apply the provisions of article L. 823-20-1 of the French Commercial Code enabling entities controlled within the meaning of article L. 233-16 by a company itself subject to the obligation to set up an Audit Committee to be exempt from setting up this committee.As a result, an Audit Committee was set up within Financière de l’Odet, the controlling company, which is itself subject to the obligation to have a specialist committee.The Audit Committee set up by the Board of Directors of Financière de l’Odet on April 9, 2009 is made up of two independent directors, Alain Moynot and Lucien Vochel, appointed in consideration of their skills and fi nancial expertise, this being until the Ordinary General Meeting called upon to rule on the fi nancial statements for the year ended December 31, 2009.The Audit Committee is responsible for monitoring:

the process for drawing up fi nancial information by examining the draft annual •

and half-yearly company and consolidated fi nancial statements before their presentation to the Board of Directors and examination of compliance with stock exchange regulations;the effectiveness of the internal control and risk management systems by •

examining with the assistance of internal audit the internal control systems, the reliability of systems and procedures and the relevance of the analysis procedures and risk monitoring;statutory control of the company fi nancial statements and, as the case may •

be, the consolidated fi nancial statements by the Statutory Auditors;the independence of the Statutory Auditors by examination of the risks •

weighing on such independence and safeguarding measures taken to limit risks.

It is also responsible for:issuing a recommendation on the Statutory Auditors proposed for appoint- •

ment by the General Meeting;reporting regularly to the Board of Directors on the exercise of its duties and •

immediately informing it of any diffi culties encountered.Alain Moynot chairs the Audit Committee.At the Committee’s fi rst meeting held on August 25, 2009, the following points in particular were examined:

examination of the consolidated fi nancial statements at June 30, 2009; •

decision on the Committee’s draft bylaws. •

The Committee’s bylaws were decided by the Board of Directors of Financière de l’Odet at its meeting held on August 31, 2009.

remuneration of the company officersThe Ordinary General Meeting held on June 5, 2007 set the overall amount of directors’ fees at 500,000 euros until any further resolution of the General Meeting.The Board meeting held on August 31, 2009 decided to continue the previous distribution conditions, i.e. by proportions equal to the pro rata of the period during which the Board members exercised their functions.

ii. corporate governance informationCorporate governance is dictated by the Afep-Medef report of October 2003 (Corporate Governance for Listed Companies), Afep-Medef recommendations on the remuneration of executive company officers of listed companies published in January 2007 and Afep-Medef recommendations on the remu-neration of executive company offi cers of listed companies whose shares are admitted for trading on a regulated market published in October 2008 (available at www.medef.fr).These texts were consolidated in December 2008 to form the French Corporate Governance Code for Listed Companies.The meeting of the Board of Directors of December 15, 2008 called to rule on the recommendations made by Afep and Medef in October 2008 decided to follow these recommendations, stating that the company had not introduced golden parachutes or awarded additional pension plans to offi cers.The Board meeting of April 9, 2009, called to rule on the examining of the company’s position regarding principles of corporate governance set out in the December 2008 French Corporate Governance Code for Listed Companies, noted that corporate governance practices were in line with recommendations and thereby ensured transparency within the company.However, the Board has no specialist committees, directors carrying out their functions collegially.It is recalled that, within the framework of the provisions of the order of December 8, 2008, the Audit Committee was implemented at the level of Financière de l’Odet, the controlling company, which is itself subject to the statutory obligation to set up an Audit Committee, by the Board of Directors on April 9, 2009.Furthermore, the directors, given that effective organisation of the Board’s work ensured the availability of comprehensive information for the examination of any signifi cant operation, opted to adopt bylaws with the sole aim of facilitating material involvement at Board Meetings.Moreover, the Board meeting called to rule on the qualifi cation of an inde-pendent director decided:

to do away with the twelve-year length-of-service criterion, believing that the •

length of service of a director bore witness to the recognition of his skills and that it could not, as a single criterion, bring his independence into question;to consider that acting as a director in any other company within the Group •

did not bring a director’s independence into question.Thus the Board is of the opinion that, to qualify as independent, a director must not:

be an employee or executive offi cer of the company, the parent company or •

a company consolidated by it through global integration or have been one in the last fi ve years;be a client, supplier, investment banker or fi nance banker: •

signifi cant to the company or its Group, —

or for which the company or its Group represents a signifi cant proportion of —

the business;have a close family tie with a company offi cer; •

have been an auditor of the company in the last fi ve years. •

Finally, the Board, acknowledging that the consolidated Afep-Medef report recommends that the directors possess a signifi cant number of shares and that their term of offi ce does not exceed four years, has decided, in view of the company’s share ownership, not to rule on a precise number of shares to be held and not to propose to the meeting to amend the articles of associations providing for a term of offi ce of six years.


iii. terms of attendance of shareholders at general meetingsIn accordance with the provisions of article 19 of the articles of association, all shareholders are entitled to attend General Meetings and to participate in the deliberations, personally or by proxy, irrespective of the number of shares that they possess by simply presenting identifi cation and completing the legal formalities.Any shareholder may vote by post in accordance with the legal and regulatory conditions.

iv. information provided for in article l. 225-100-3 of the french commercial codeThe information provided for in article L. 225-100-3 of the French Commercial Code is available in the reference document.

v. definition and objectives of internal controlThe Bolloré Group has retained the defi nition of the frame of reference of the Autorité des marchés fi nanciers (AMF), published in January 2007, which states that internal control is a system within the company, defi ned and implemented under its own responsibility, with the aim of ensuring:

compliance with legislation and regulations; •

application of instructions given and strategies set by senior management; •

the proper functioning of the company’s internal processes, particularly those •

helping to safeguard its assets;reliable fi nancial reporting; •

and, in a general way, helping it to carry out its business effectively and use •

its resources effi ciently.Under this framework, internal control contains the following elements:

an organisation including a clear defi nition of responsibilities, having adequate •

resources and skills and using information systems and appropriate operating methods or procedures, tools or practices;the internal distribution of relevant and reliable information, knowledge of •

which enables each person to carry out his duties;a system intended to list and analyse the main identifi able risks with regard •

to the company’s objectives and to ensure that procedures are in place to manage these risks;audit activities proportionate to the issues involved in each process and •

designed to ensure that all necessary measures are taken to manage risks that may affect the achievement of objectives;permanent monitoring of the internal control system and regular examination •

to ensure that it is functioning correctly.As indicated in the frame of reference, however, no matter how well designed and applied it is, the internal control system cannot absolutely guarantee that the company will achieve its objectives.In the description that follows, ’Bolloré Group’ covers the parent company and the consolidated subsidiaries. This description of the internal control system was made from the frame of reference devised by the working group led under the aegis of the AMF, supplemented by its application guide. The principles and key points contained in this guide are followed where they are applicable.

vi. a control system adapted to the specific nature of the group’s organisation

general context of internal controlThe Group’s internal control system is based on the following principles:

Separation of functions

In order to guarantee the independence of the control function, the operational and fi nance departments have been systematically separated at every level within the Group.

Each unit’s fi nance department is responsible for ensuring that fi nancial informa-tion is complete and reliable. All this information is regularly forwarded to senior management and the central departments (human resources, legal, fi nance, etc.).

Independence and responsibility of subsidiaries

The Group is organised into operational divisions which, owing to the diversity of their activities, have considerable scope to manage their own affairs. They are responsible for:

specifying and implementing an internal control system suited to their specifi c •

situation and features;optimising their operational and fi nancial performance levels; •

safeguarding their own assets; •

managing their own risks. •

This system of delegated responsibility ensures that the various units’ practices comply with the legal and regulatory framework in force in the countries where they are established.

Joint support and control of all Group companies

The Group establishes a reference set of accounting, fi nancial and control procedures that must be followed; operational divisions can access these directly via the intranet.The internal audit division regularly assesses the control system in place in each unit and makes the most appropriate proposals for their development.

Human resources policy favouring a good internal control environment

The human resources policy contributes to the enrichment of an effective internal control environment as a result of job descriptions and an appraisal system based particularly on annual interviews and regular training programmes.

the main participants in internal control and their tasksThe arrangements for exercising internal control are implemented by:

The Board of Directors of the Group’s parent company

The Board of Directors monitors the effectiveness of the internal control system as determined and implemented by senior management. If need be, the Board can use its own general powers to undertake such actions and verifi cation work as it sees fi t.

The Group’s senior management

Senior management is responsible for specifying, implementing and monitoring a suitable and effective internal control system. In the event of any defi ciency in the system, it ensures that the necessary remedial measures are taken.

The monthly results committee

Each division submits a monthly report to the Group’s senior management and central departments detailing, for all companies within its scope, the operational and fi nancial indicators for its business as well as an analysis of the evolving trends with reference to the targets approved by senior management.

Subsidiaries’ governing bodies

The governing body of each Group subsidiary considers the strategy and policies put forward by senior management, monitors their implementation, sets operational targets, allocates resources and carries out the verifi cation and control work as it sees fi t. All offi cers receive all the information needed to carry out their assignments and may request any documents they consider useful.

The subsidiaries’ managements

They apply the directions given by their Boards of Directors within their own units. With the assistance of their management control departments, they ensure that the Group’s internal control system operates effectively. They report to their own Boards of Directors and also to the management committees.


Group internal audit

The Group has a central internal audit department that intervenes in all units within its scope.It works to an annual plan put together by the divisions and senior manage-ment, based on evaluation of the risks affecting each subsidiary and a cyclical audit for the whole Group. This programme includes systematic reviews of the fi nancial and operational risks, follow-up assignments and application of the recommendations made, as well as more targeted interventions depending on the needs expressed by the divisions or senior management. As a fi rst priority, it aims to cover the most sensitive risks and to review the other major risks in the medium term for all Group units. The auditors receive internal training in the divisional business specialities so that they can better understand the operational particularities of each one.It is for the audit to assess the functioning of the internal control system and to make any recommendations for its improvement within the scope of its responsibility. Audit reports are sent to the companies audited, the divisions to which they are attached and the Group’s fi nance department and senior management.

The Statutory Auditors

In accordance with their appointment to review and certify the company fi nancial statements, and in accordance with their professional standards, the Statutory Auditors acquaint themselves with the accounting and internal control systems. They accordingly carry out interim investigations assessing the opera-tional methods used in the various audit cycles that have been decided on. They guarantee the proper application of generally accepted accounting principles, with the aim of producing accurate and precise information. They submit an annual summary of the conclusions of their work to the fi nance department, the Group’s senior management and the Audit Committee.The Group financial statements are certified jointly by the accountants Constantin Associés (appointed by the Ordinary General Meeting of June 5, 2008), represented by Thierry Quéron, and AEG Finances (appointed by the Ordinary General Meeting of June 5, 2007), represented by Philippe Bailly.

vii. description of the internal control process

compliance with legislation and regulationsThe Group’s functional divisions enable it:

to keep abreast of the various regulations and legislation that apply to it; •

to be advised, in good time, of any changes to them; •

to incorporate these provisions into its internal procedures; •

to keep its staff informed and properly trained to comply with the rules and •

legislation concerning them.

application of the instructions and directions set by the group’s senior managementSenior management sets the Group’s targets and overall directions, ensuring that all staff are informed of them.In this respect the Group’s budget formation process involves strict undertakings by the units with respect to senior management:

during the fourth quarter of the year, each operational division prepares a •

budget on the basis of the overall directions set by senior management; the budget gives a breakdown of forecast profi ts and cash fl ow, as well as the main indicators for measuring operational performance levels;once validated by senior management, this budget, broken down into months, •

serves as the reference for budgetary control. The discrepancies between this budget’s forecast fi gures and the monthly results are analysed each month at results committee meetings attended by the Group’s senior management, the divisional management and the Group’s functional departments (human resources, legal, fi nance).

the proper functioning of the company’s internal processes, particularly those helping to safeguardits assetsThe information systems division has introduced safety and security procedures for ensuring the quality and security of the Group’s operations, even in the event of major diffi culties.The process of monitoring all capital expenditure, conducted jointly by the purchasing, management control and insurance divisions, contributes to keeping a close watch over the Group’s tangible assets and safeguarding their opera-tional availability through appropriate insurance cover.Although devolved to the various operating divisions, client accounts are nonetheless subject to monthly reporting to the Group’s fi nance department, which is responsible for listing the main client default risks and taking remedial action along with the divisions.The Group’s cash fl ow is monitored by:

daily notifi cation of the divisions’ cash fl ow fi gures; •

monthly updates to the Group’s cash fl ow forecasts; •

optimisation of exchange rate and interest rate risks (studied by the Risk •

Management Committee, which meets quarterly under the authority of the fi nance department);the availability of short-, medium- or long-term circulating credit from fi nancial •

partners.

reliable financial reporting

Procedure for establishing the consolidated fi nancial statements

The consolidated fi nancial statements are drawn up every half-year; they are verifi ed by the Statutory Auditors in a limited examination on June 30 and a full audit on December 31, covering the company fi nancial statements and the consolidated fi nancial statements of all units within the scope of consolidation. They are published once they have been approved by the Board of Directors.The Group relies on the following elements for consolidating its fi nancial statements:

the Group’s consolidation department, which ensures the standardisation and •

monitoring of bookkeeping in all companies within the parent company’s scope of consolidation;strict adherence to accounting standards linked to the consolidation •

operations;the use of a recognised IT tool developed in 2005 and regularly updated to •

keep the Group abreast of new information transmission technology and to guarantee secure procedures for uploading information and standardised presentation of the accounting aggregates;decentralisation of a portion of the consolidation restatements at operational •

division or company level, allowing the positioning of accounting processing as closely as possible to the operational fl ows.

Financial reporting process

The Group’s cash fl ow and management control departments organise and monitor the fl ow of information and monthly fi nancial indicators from the divisions to head offi ce and, in particular, their income and expenditure reports and net indebtedness.Within each division, the fi nancial reporting details are validated by its senior management and forwarded by its fi nance department.The fi gures are submitted in a standardised format that complies with the rules and standards for consolidation, making it easier to crosscheck against the items in the half-yearly and annual consolidated fi nancial statements. Specifi c reports for each of these are forwarded to the Group’s senior management.The monthly fi nancial reports are supplemented by the budget review exercise throughout the year, which updates the year’s targets in accordance with the latest fi gures.

risk prevention and control

Risk management

Litigation and risks are monitored by each division. The legal department and the insurance department, for managing claims, also provide assistance in all major disputes, as well as on every draft contract of major fi nancial signifi cance.


Finally, risk management methods are subject to regular in-depth reviews by the Risk Management Committee.The main risks to which the Group is subject are set out in the “risk factors” chapter of the reference document. Given the diversity of the Group’s activities, risk management is centred on the following main categories:

Market risk on listed shares. •

The value of unconsolidated companies is regularly monitored under the aegis of the Group’s fi nance department. In addition, the value of these securities is assessed on the basis of the most recent share prices at the closing date.Liquidity risk. •

Centralised cash management has been put in place, and is under the responsibility of the Group’s cash department, which ensures that the Group’s activities are correctly fi nanced, particularly through diversifi ed bank funding arrangements. A debt ratio and a ratio concerning the Group’s capacity to service its debt are regularly monitored.Interest rate risk. •

The methods for hedging interest rate risks decided by the Group’s senior management are detailed in the notes to the consolidated financial statements.Credit risk. •

Working capital requirements are monitored monthly by the Group’s cash department. Moreover, in the Group’s main divisions, credit risk management is the responsibility of a credit manager. Recourse to credit insurance is preferred and, when credit is not covered by insurance, the granting of credit is decided at the most appropriate level of authority. Finally, trade receivables are regularly monitored at both Group and division level and are written off case by case when this is deemed necessary.Exchange rate risk. •

The Group hedges its main foreign currency transactions. Hedging manage-ment is centralised at Group level for France and Europe. The net commercial position is hedged by the Group’s cash department by forward buying or selling of currencies. Finally, intra-Group fl ows are subject to monthly netting, making it possible to limit fl ows exchanged and hedge the residual net posi-tion. As for the energy division, it hedges its positions directly in the market.Raw materials risk. •

In the energy division, which is the most exposed to this risk, changes in product prices are passed on to clients. In addition, the division’s management systematically makes forward purchases and sales of products backed by physical operations.Operational risks. • Each Group division is responsible for managing the industrial, environmental and compliance risks with which it is confronted. The type of risks and the associated management methods are regularly analysed by each divisional management, accompanied by supervision by the Risk Management Committee and the Group’s insurance department.Legal risk. •

In order to limit exposure to these risks, the Group’s legal department sees to the security and legal compliance of the Group’s activities, in liaison with the divisions’ legal departments. When a lawsuit arises, the Group’s legal depart-ment ensures that it is settled in the Group’s best interests.

Risk mapping

Evaluation and control of the risks inherent in the functioning of each entity are the Group’s central preoccupations. Global risk mapping covering all sectors, particularly by putting in place suitable software, forms an active and regular part of monitoring and updating risks.Identifi ed risks are the subject of a series of measures detailed in the action plans drawn up by the various “owners” of risks nominated within each division, the aim being to control exposure to these risks and thereby reduce them.In 2009, risk mapping made it possible to reduce the impact of part of the risks identifi ed as priority risks.Furthermore, updating of consolidated risk mapping is validated quarterly by the Risk Management Committee.

viii. regular strengthening of the internal control systemSeveral actions for strengthening the internal control system have been initiated, conducted or continued.

code of professional ethicsThe Group has drafted a Code of Ethics, which each division has now adapted to its own activities and circumstances. A copy of the Code of Ethics is given to all new employees.Thus, during the year, a general code of business conduct for the companies in the Bolloré Group’s transport divisions was written and published, and its distribution from early December 2009 has been the occasion for presentation meetings to staff so that they become aware of the issues covered. This code determines the principles, rules of conduct and behaviour to be adopted in respect of competition, environmental protection, health and safety, and combating corruption. An ethics and compliance function, attached at its highest level to the Group’s senior management, is provided for in the transport divisions, with the transport ethics and compliance manager being tasked with ensuring deployment and observance of the code of conduct.

insider listThe Group regularly updates the list of people having access to price-sensitive information, which, if made public, would be liable to have a considerable effect on the price of the Group’s fi nancial instruments. These individuals (employees, directors or third parties in a close professional relationship with the company) have all been notifi ed of the ban on using or disclosing such price-sensitive information with a view to any purchase or sale of these instruments.

administrative and financial procedures manualThe main procedures – fi nancial, administrative and legal – have been compiled in a manual (available on the intranet) so as to disseminate the standards identifi ed by the Group and manage them in a suitable framework.

environmental responsibilityEvery year, the general secretariat sends the various entities a questionnaire on sustainable development initiatives in ethics, industrial relations and the environment.This year saw the installation of reporting software at Group level, which will make it possible to consolidate extra-fi nancial data from the divisions and put in place appropriate action plans.A network of sustainable development benchmarks has been set up with the aim of passing on to the entities the challenges identifi ed within the context of the strategic document on sustainable development.

March 25, 2010The Chairman

Vincent Bolloré


STATUTORY AUDITORS’ REPORT PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE) ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF BOLLORÉFor the year ended December 31, 2009

This is a free translation into English of the Statutory Auditors’ report prepared pursuant to article L. 225-235 of the Commercial Code on the report of the Chairman of the Board of Directors that is issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.


In our capacity as Statutory Auditors of Bolloré and in accordance with article L. 225-235 of the French Commercial Code (Code de Commerce), we hereby report to you on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Commercial Code (Code de Commerce) for the year ended December 31, 2009.It is the Chairman’s responsibility to prepare and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the company and providing the other information required by article L. 225-37 of the French Commercial Code (Code de Commerce), in particular relating to corporate governance.It is our responsibility:

to report to you on the information set out in the Chairman’s report on internal •

control and risk management procedures relating to the preparation and processing of fi nancial and accounting information, and;to attest that the report sets out the other information required by article •

L. 225-37 of the French Commercial Code (Code de Commerce), it being specifi ed that it is not our responsibility to assess the fairness of this informa-tion.

We conducted our work in accordance with professional standards applicable in France.

information concerning the internal control and risk management procedures relating to the preparation and processing of financial and accounting informationThe professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information. These procedures mainly consisted in:

obtaining an understanding of the internal control and risk management •

procedures relating to the preparation and processing of the accounting and fi nancial information on which the information presented in the Chairman’s report is based and of the existing documentation;obtaining an understanding of the work involved in the preparation of this •

information and the existing documentation;determining if any material weaknesses in the internal control procedures •

relating to the preparation and processing of the accounting and fi nancial information that we would have noted in the course of our work are properly disclosed in the Chairman‘s report.

On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information set out in the report prepared by the Chairman of the Board in accordance with article L. 225-37 of the French Commercial Code (Code de Commerce).

other informationWe attest that the Chairman‘s report sets out the other information required by article L. 225-37 of the French Commercial Code (Code de Commerce).





STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS WITH RELATED PARTIESFor the year ended December 31, 2009

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agree-ments and commitments reported on are only those provided by the French Commercial Code and that the report does not apply to those related party agreements described in IAS 24 or other equivalent accounting standards.


In our capacity as Statutory Auditors of your company, we hereby report to you on regulated agreements and commitments with related parties.

i – agreements and commitments authorised during the yearIn accordance with article L. 225-40 of the French Commercial Code (Code de Commerce), we have been advised of the agreements and commitments that have been previously authorised by the Board of Directors.The terms of our engagement do not require us to identify such agreements or commitments, if any, but to inform you, based on information provided to us, of the principal terms and conditions of those agreements and commitments brought to our attention, without expressing an opinion on their usefulness or appropriateness. It is your responsibility, pursuant to article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them.

We conducted our procedures in accordance with professional standards applicable in France. These standards require that we agree the information provided to us with the underlying documents.

1.1. with batscapOn April 9, 2009, the Board of Directors authorised your company to grant a debt waiver containing a clause on improvement in fi nancial position to Batscap, to the value of 37,475,897 euros.Company offi cers concerned:

Vincent Bolloré; •

Cédric de Bailliencourt. •

1.2. with financière de kéréonOn August 31, 2009, the Board of Directors authorised your company to acquire 650 shares in Société Industrielle et Financière de l’Artois from Financière de Kéréon, at a unit price corresponding to the average price for the period from January 1, 2009 to the day prior to the sale, i.e. a total of 1,216,800 euros.Company offi cers concerned:

Cédric de Bailliencourt; •

Thierry Marraud. •

1.3. with csa-tmo holdingsOn August 31, 2009 the Board of Directors authorised your company to sell to CSA-TMO Holdings 94,557 shares in CSTO, for the total price of 501,152.10 euros.Company offi cer concerned:

Gilles Alix. •

1.4. with bolloré participationsOn August 31, 2009 the Board of Directors authorised your company to alter the service agreement concluded with Bolloré Participations in order to raise the annual amount invoiced to 1,295,815 euros, exclusive of taxes.Bolloré Participations therefore invoiced your company the amount of 1,295,815 euros, exclusive of taxes, for the year 2009.Company offi cers concerned:

Vincent Bolloré; •

Cédric de Bailliencourt; •

Cyrille Bolloré; •

Yannick Bolloré. •

ii – agreements and commitments approved in previous years with continuing effect during the yearIn addition, pursuant to the French Commercial Code (Code de Commerce), we were informed that the execution of the following agreements and commit-ments, approved in previous years, continued during the year ended December 31, 2009.

2.1. with bolloré participationsBolloré Participations invoiced the company Bolloré the amount of 1,354,757.07 euros, exclusive of taxes, for chairmanship services, with this fi gure representing 75% of the total cost, including contributions, of the salary received by Vincent Bolloré.

2.2. use of the aircraft belonging to the companyThe Board of Directors of Bolloré decided on March 30 and October 1, 2001, that the cost of private travel by the Group’s directors and other company offi cers would be invoiced to them at cost, according to the type of aircraft used.On this basis, the company invoiced 463,830.43 euros, including taxes, during the 2009 fi nancial year.


The Statutory AuditorsFrench original signed by



RESOLUTIONS TO BE PRESENTED TO THE ORDINARY GENERAL MEETING OF JUNE 10, 2010

resolution one(Approval of the company fi nancial statements for the 2009 fi nancial year)

The General Meeting, having noted the annual report of the Board of Directors and the Chairman’s internal control report, both of which it approves in their entirety, and the Statutory Auditors’ report on the company fi nancial state-ments, approves the company financial statements for the period ended December 31, 2009, as presented to it, as well as the transactions recorded in these fi nancial statements and summarised in these reports.In particular, it approves the expenditure covered by article 223 quater of the French General Tax Code and not deductible for determining the amount of corporation tax under article 39-4 of the French General Tax Code, which totals 139,721.01 euros.It consequently discharges all the directors as regards their duties for the fi nancial period ended December 31, 2009.

resolution two(Approval of the consolidated fi nancial statements for the 2009 fi nancial year)

The General Meeting, having noted the presentation made to it of the consolidated fi nancial statements at December 31, 2009 and the Statutory Auditors’ report, providing them with consolidated sales of 6,011,063 thousand euros and consolidated net profi ts for the Group of 94,465 thousand euros, approves the consolidated fi nancial statements for the fi nancial year ended December 31, 2009, as presented.The General Meeting notes the content of the Group’s annual report, presented to it as part of the annual report of the Board of Directors.

resolution three(Allocation of profi t/loss for the period)

The General Meeting approves the proposal made by the Board of Directors and resolves to allocate the distributable profi t for the period as follows:

(in euros)

Net income 125,473,934.90

Amount carried forward previously 429,156,517.64

Appropriation to the statutory reserve (6,273,696.75)

Distributable profi t 548,356,755.79

Dividend 32,111,496.30

Amount carried forward 516,245,259.49

The fi nal dividend to be distributed for the fi nancial year is thus set at 1.30 euros per 16 euro nominal share.In accordance with statutory provisions, the entire amount of the dividend allocated to individuals residing in France for tax purposes is eligible for the 40% allowance under article 158 of the French General Tax Code, or optionally a fl at-rate deduction at source by virtue and under the terms of article 117 quater of the French General Tax Code.The amounts thus distributed will become payable on June 22, 2010.As prescribed by article 243 bis of the French General Tax Code, the General Meeting notes that the amount per share of the dividends distributed for the last three fi nancial years was as follows:

Financial year 2008 2007 2006

Number of shares 24,701,151 24,701,151 24,701,151

Dividend (in euros) 1.10(1) 1.10(1) 0.72(2)

Amount distributed (in millions of euros) 27.2 27.2 17.8(1) The dividends distributed for the 2007 and 2008 fi nancial years were eligible for the 40% tax

allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is attributable only to shareholders who are natural persons, or optionally for a deduction at source by virtue and under the terms of article 117 quater of the French General Tax Code.

(2) The dividend distributed for the 2006 fi nancial year was eligible for the 40% tax allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is attributable only to shareholders who are natural persons.

resolution four(Approval of regulated agreements and commitments)

The General Meeting, having noted the Statutory Auditors’ special report on agreements and commitments that come within the scope of article L. 225-38 of the French Commercial Code, approves the agreements described therein and the conditions for execution of the agreements already authorised.

resolution five(Appointment of a director)

At the proposal of the Board of Directors, the General Meeting appoints Sébastien Bolloré, of c/o Tour Bolloré, 31-32, quai de Dion-Bouton, 92800 Puteaux, as director for a term of offi ce of six years expiring at the end of the Ordinary General Meeting called to rule on the fi nancial statements for the year ended December 31, 2015.

resolution six(Appointment of a director)

At the proposal of the Board of Directors, the General Meeting appoints Claude Juimo Siewe Monthé, of 54, rue Batibois, Douala, Wouri Department, Littoral Province BP 5350 Douala, Republic of Cameroon, as director for a term of offi ce of six years expiring at the end of the Ordinary General Meeting called to rule on the fi nancial statements for the year ended December 31, 2015.

resolution seven(Renewal of the term of offi ce of a director)

The General Meeting, noting that the appointment of Olivier Roussel on the Board of Directors is due to expire at the end of the present meeting, resolves to renew this appointment for six years until the end of the Ordinary General Meeting called to rule on the fi nancial statements for the year ended December 31, 2015.

resolution eight(Renewal of the term of offi ce of a director)

The General Meeting, noting that the appointment of Bolloré Participations on the Board of Directors is due to expire at the end of the present meeting, resolves to renew this appointment for six years until the end of the Ordinary General Meeting called to rule on the fi nancial statements for the year ended December 31, 2015.

resolution nine(Powers for formalities)

The General Meeting assigns full powers to the persons who will bear copies or extracts of these minutes for the completion of all legal formalities.


REPORT BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF JUNE 10, 2010

Ladies and Gentlemen,

We have convened an Extraordinary General Meeting in order to submit to your approval resolutions that would have the effect, on the one hand, of abolishing double voting rights and correspondingly amending the articles of association and, on the other, of authorising the Board of Directors to make a free allotment of existing or new shares.

proposal to abolish double voting rights (resolutions one, two and four)We remind you that the double voting rights mechanism is a mechanism in respect of which a certain number of reservations are issued and that recent publications, having nonetheless recalled that double voting rights may be a way of increasing loyalty, favour the principle of “one share, one vote”, thereby ensuring equality between holding capital and holding power.Thus your Board invites you in resolution one to abolish these double voting rights, in resolution two to amend article 19 of the articles of association correspondingly and in resolution four to grant all powers to complete the consequential formalities.Finally, the resolutions presented to you – with the effect of amending the particular rights attached to a category of shares – will, in accordance with the provisions of article L. 225-99 paragraph 2 of the French Commercial Code, be defi nitively adopted only after approval by the Special Meeting of shareholders of this category convened today.

authorisation given by the meeting to the Board to make a free allotment of existing or new shares (resolution three)The legal regime governing the system for the free allotment of shares to employees and company offi cers that results from the provisions of article L. 225-197-1 defi nes the respective competences of the Extraordinary General Meeting and the Board of Directors as follows:

The Extraordinary General Meeting may authorise the Board of Directors to •

make a free allotment to employees and directors of existing shares (shares held by the company or that it will buy for this purpose) or new shares (shares to be issued by capital increase by incorporation of reserves).The Extraordinary General Meeting must determine:the maximum percentage of shares to be allotted, which may not exceed 10% —

of the capital;the minimum duration of the acquisition period (may not be less than two —

years);the minimum period during which the shares must be held (may not be less —

than two years);the period during which the authorisation may be used by the Board of —

Directors, which may not exceed 38 months.The Board of Directors determines the identity of the benefi ciaries of the share •

allotments and determines the conditions and, as the case may be, the criteria for allotting shares.

We ask you, by voting on resolution three:to authorise your Board to make, on one or more occasions, in favour of •

members of the salaried staff and offi cers of the company that meet the conditions determined by law or of connected companies within the meaning of article L. 225-197-2, free allotments of existing or new shares in the company;to decide that your Board of Directors will determine the identity of the •

benefi ciaries of the allotments as well as the conditions and, as the case may be, the criteria for allotting shares;to decide that the total number of shares distributed free of charge may •

represent not more than 10% of the company’s capital on this day;to decide that the allotment of shares to their benefi ciaries will be defi nitive •

at the end of an acquisition period with a minimum duration of four years and that the minimum period during which the shares must be held by the benefi ciaries is set at two years;to authorise the Board of Directors to make, as the case may be, during the •

acquisition period, adjustments to the number of shares associated with any operations in respect of the company’s capital so as to preserve the rights of the benefi ciaries;to note that this decision comprises waiver as of right by shareholders, in •

favour of allottees of free shares, to the part of the reserves that, as the case may be, will be used if new shares are issued;to set at 38 months, as from the day of the meeting, the period of validity of •

this delegation;to delegate all powers to the Board of Directors, with the right of delegation •

within the statutory limits, to implement this authorisation.

The Board of Directors


RESOLUTIONS TO BE PRESENTED TO THE EXTRAORDINARY GENERAL MEETING OF JUNE 10, 2010

resolution one(Abolition of double voting rights)

The General Meeting, ruling under the quorum and majority conditions required for Extraordinary General Meetings, having heard the report of the Board of Directors, decides to abolish double voting rights attached to the company’s shares in respect of which it could be demonstrated that they had been registered in the name of the same shareholder for at least four years, this subject to the condition precedent of approval of this abolition by the Special Meeting of shareholders holding double voting rights, convened for this purpose, to be held on June 10, 2010.

resolution two(Corresponding amendments of article 19 of the articles of association)

The General Meeting, ruling under the quorum and majority conditions for Extraordinary General Meetings and having heard the report of the Board of Directors, decides subject to adoption of the preceding resolution and to the condition precedent mentioned in resolution one, to amend article 19 of the articles of association, which will henceforth be worded as follows:

“Article 19 – General Meetings

Shareholders’ meetings are convened and deliberate under the conditions provided by law.Meetings take place either at the registered office or at any other place stipulated in the notice to attend.All shareholders are entitled to attend General Meetings and to participate in the deliberations, personally or by proxy, irrespective of the number of shares that they possess by simply presenting identifi cation and completing the legal formalities.Any shareholder may also vote by post in accordance with the legal and regulatory conditions.The voting right attached to shares is proportional to the portion of the capital that they represent. With equal nominal value, each capital or dividend share gives entitlement to one vote.As regards usufructuary, pledged, distrained or jointly owned shares, their voting rights are exercised in accordance with the legal provisions.Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a Vice-Chairman or by a director specially delegated for this purpose by the Board. Failing this, the meeting itself elects its Chairman.The minutes of meetings are drawn up and their copies are certifi ed and delivered in accordance with the law.”

resolution three(Authorisation given by the meeting to the Board to make a free allotment of existing or new shares)

The General Meeting, ruling under the quorum and majority conditions of an Extraordinary General Meeting, having noted the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with articles L. 225-197-1 et seq. of the French Commercial Code:

authorises the Board of Directors to make, on one or more occasions, free •

allotments of existing or new shares in the company in favour of company offi cers meeting the conditions set by law and members of the salaried staff of the company and:of companies or economic interest groupings at least 10% of the capital or —

voting rights of which are held directly or indirectly by the company,of companies or economic interest groupings holding, directly or indirectly, —

at least 10% of the capital or voting rights of the company,of companies or economic interest groupings at least 50% of the capital or —

voting rights of which are held, directly or indirectly, by a company itself holding, directly or indirectly, at least 50% of the company;

decides that the Board of Directors will determine the identity of the benefi - •

ciaries of the allotments as well as the conditions and, as the case may be, the criteria for allotting shares;decides that the total number of shares distributed free of charge may repre- •

sent not more than 10% of the company’s capital on this day;decides that the allotment of shares to their benefi ciaries will be defi nitive at •

the end of an acquisition period with a minimum duration of four years and that the minimum period during which the shares must be held by the benefi ciaries is set at two years;authorises the Board of Directors to make, as the case may be, during the •

acquisition period, adjustments to the number of shares associated with any operations in respect of the company’s capital so as to preserve the rights of the benefi ciaries;notes that this decision comprises waiver as of right by shareholders, in favour •

of allottees of free shares, to the part of the reserves that, as the case may be, will be used if new shares are issued;sets at 38 months, as from this day, the period of validity of this delegation. •

The General Meeting delegates all powers to the Board of Directors, with the right of delegation within the statutory limits, to implement this authorisation.

resolution four(Powers to be granted)

The General Meeting assigns full powers to the persons who will bear copies or extracts of these minutes for the completion of all legal formalities.


SPECIAL STATUTORY AUDITORS’ REPORT ON THE FREE ALLOTMENT OF EXISTING OR NEW SHARES TO EMPLOYEES AND OFFICERS OF THE COMPANYFor the year ended December 31, 2009

Extraordinary General Meeting of June 10, 2010: third resolution

This is a free translation into English of the special Statutory Auditors’ report on the free allotment of existing or new shares to employees and offi cers of the company that is issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and profes-sional auditing standards applicable in France.


In our capacity as Statutory Auditors of Bolloré and in accordance with article L. 225-197-1 of the French Commercial Law (Code of Commerce), we hereby report to you on the intended free allocation of existing or new shares to offi cers and to employees, or certain categories of employees, of Bolloré and affi liated economic interest groups or companies as defi ned under article L. 225-197-2 of the French Commercial Law (Code of Commerce).

Your Board of Directors proposes that you authorise the free allocation of existing or new shares. It is up to the Board to prepare a report on this opera-tion, which it would like to implement. We are responsible for providing you, if necessary, with any observations we may have on the information given to you regarding the proposed operation.

We performed the procedures that we considered necessary in accordance with the professional standards of the French Institute of Statutory Auditors (Compagnie nationale des Commissaires aux comptes) applicable to this engagement. These procedures involved checking that the planned procedures described in the Board of Directors’ report comply with legal requirements.

We have no observations to make in respect of the information contained in the Board of Directors’ report in relation to the proposed operation for the free allocation of shares.





REPORT BY THE BOARD OF DIRECTORS TO THE SPECIAL MEETING OF JUNE 10, 2010

In accordance with the provisions of article L. 225-99 paragraph 2 of the French Commercial Code, we have convened in Special Meeting shareholders holding shares with double voting rights in order to submit to your ratifi cation the resolutions presented earlier to the Extraordinary General Meeting that have as their purpose abolition of double voting rights and corresponding amendment of the articles of association.We remind you that double voting rights are allotted to all fully paid shares for which registration is proven for at least four years on behalf of the same shareholder.

Resolution one will invite you to approve, as the case may be, the decision of the Extraordinary General Meeting concerning abolition of these double voting rights, to confi rm abolition of double voting rights and to amend article 19 of the articles of association correspondingly, and resolution two to grant all powers to complete the consequential formalities.

The Board of Directors


RESOLUTIONS TO BE PRESENTED TO THE SPECIAL MEETING OF JUNE 10, 2010

resolution one(Abolition of double voting rights)

The Special Meeting ruling under the quorum and majority conditions required for Special Meetings, having heard the report of the Board of Directors, and having noted the adoption by the Extraordinary General Meeting of the resolu-tions related to abolition of double voting rights and corresponding amendment of the articles of association, decides to approve the abolition of double voting rights attached to shares in respect of which it could be demonstrated that they had been registered in the name of the same shareholder for at least four years.Consequently, the Special Meeting records the realisation of the condition precedent mentioned in resolution one adopted by the Extraordinary General Meeting of shareholders of June 10, 2010 and also confi rms abolition of double voting rights as from this day and amendment of article 19 of the articles of association, which will henceforth be worded as follows:

“Article 19 – General Meetings

Shareholders’ meetings are convened and deliberate under the conditions provided by law.Meetings take place either at the registered offi ce or at any other place stipu-lated in the notice to attend.All shareholders are entitled to attend General Meetings and to participate in the deliberations, personally or by proxy, irrespective of the number of shares that they possess by simply presenting identifi cation and completing the legal formalities.Any shareholder may also vote by post in accordance with the legal and regulatory conditions.

The voting right attached to shares is proportional to the portion of the capital that they represent. With equal nominal value, each capital or dividend share gives entitlement to one vote.As regards usufructuary, pledged, distrained or jointly owned shares, their voting rights are exercised in accordance with the legal provisions.Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a Vice-Chairman or by a director specially delegated for this purpose by the Board. Failing this, the meeting itself elects its Chairman.The minutes of meetings are drawn up and their copies are certifi ed and delivered in accordance with the law.”

resolution two(Powers to be granted)

The Special Meeting assigns full powers to the persons who will bear copies or extracts of these minutes for the completion of all legal formalities.


YEARLY DISCLOSURE DOCUMENT

Regular and occasional information available at the company website (www.bollore.com).The press releases listed below were distributed by Hugin.

press releases

03/25/2010 Annual results 2009

03/05/2010 Declaration under article 223-16 of the AMF general regulations

02/15/2010 Sales, 2009




11/12/2009 Sales, fi rst three quarters of 2009


08/31/2009 First-half results, 2009


07/28/2009 Sale of the Papers business


06/12/2009 Results of votes of the Ordinary General Meeting and Extraordinary General Meeting held on June 10, 2009


05/19/2009 Notice to convene the Ordinary General Meeting and Extraordinary General Meeting

05/19/2009 The terms under which the information mentioned in article R 225-83 of the French Commercial Code is made available and can be consulted

05/15/2009 First-quarter sales, 2009


04/30/2009 Reference document for 2008 made available

04/09/2009 Annual results 2008



02/18/2009 Sales, 2008




bolloré share dealing disclosures: directors and senior managers

01/20/2009 Share dealing disclosures




















publications available online: www.bollore.com

09/02/2009 Presentation of earnings for the fi rst half of 2009

08/31/2009 Half-yearly report for 2009

04/30/2009 Annual report 2008

04/09/2009 Presentation of the 2008 fi nancial statements

annual report available from the company’s head office



information published in the bulletin des annonces légales obligatoires (balo) and available on its website at www. journal-officiel.gouv.fr

06/26/2009 Statutory Auditors’ report on the consolidated fi nancial statements and the company fi nancial statements for 2008

06/05/2009 Publication of the 2008 fi nancial statements

04/17/2009 Notice to attend the Mixed Meeting held onJune 10, 2009

information lodged by bolloré with the quimper commercial court registry

08/10/2009 Filing of an extract of the minutes of the Ordinary General Meeting held on June 10, 2009 related to the appointment of two directors (fi ling no. 2009 A-2198)

07/02/2009 Filing of the consolidated fi nancial statements for the fi nancial year ended December 31, 2009 following the Ordinary General Meeting held on June 10, 2009 (fi ling no. 2009 B-1940)

07/02/2009 Filing of the company fi nancial statements for the fi nancial year ended December 31, 2009 following the Ordinary General Meeting held on June 10, 2009 (fi ling no. 2009 B-1941)

07/01/2009 Filing of the articles of association following the Extraordinary General Meeting held on June 10, 2009.Harmonisation of the articles of association with the provisions of the law of August 4, 2009 (fi ling no. 2009 A-1843)

information provided to shareholders before general meetings

Before the Ordinary General Meeting and Extraordinary General Meeting held on June 10, 2009

Articles of association, K-bis. •

Balo (gazette) of April 17, 2009, with publication of notice to attend. •

Notice sent to registered shareholders including the text of draft resolutions submitted •

to the General Meetings with summary explanation and postal voting form.Ouest France • newspaper of May 20, 2009, with publication of notice to attend.Copy and acknowledgments of receipt of the invitation letter sent to the Statutory •

Auditors on May 20, 2009.List of registered shareholders: •

drawn up on May 25, 2009, i.e. sixteen days before the General Meetings; —

drawn up on June 5, 2009 (at midnight), i.e. three working days before the —

General Meetings.The reference document. •

The report by the Chairman of the Board of Directors of Bolloré on the internal •

audit procedures implemented by the company.Statutory Auditors’ reports: •

Extraordinary General Meeting section:on the issuance of shares or transferable securities; —

on the capital increase by issuing shares or transferable securities giving access —

to shares reserved for employees who subscribe to company savings plans with preferential subscription rights cancelled.

Ordinary General Meeting section:on the company fi nancial statements drawn up at December 31, 2008, and the —

special report on regulated agreements;on the consolidated fi nancial statements drawn up at December 31, 2008; —

established in application of article 225-235 of the French Commercial Code on —

the Chairman’s report.The company fi nancial statements. •

The consolidated fi nancial statements. •

Agreements: •

list of current agreements, executed under normal conditions, and their purposes; —

Share register (placed on the desk). •

Report on stock options. •

Information concerning the directors the renewal of the term of offi ce of whom •

is proposed to the Ordinary General Meeting.Remuneration, certifi ed as correct by the Statutory Auditors, paid to the •

highest-paid employees.Amount, certifi ed as correct by the Statutory Auditors, of remuneration •

resulting in a reduction in tax, and the list of patronage and sponsorship registered shares.Social responsibility report. •

BOLLORÉFrench joint stock compagny (SA) share capital of 395,218,416 euros

Registered offi ceOdet – 29500 Ergué-Gabéric – France055 804 124 RCS Quimper

Head offi ceTour Bolloré31-32, quai de Dion-Bouton92811 Puteaux Cedex – FranceTel.: +33 (0)1 46 96 44 33Fax: +33 (0)1 46 96 44 22

www.bollore.com

AMF (French Financial Markets Authority)

This version of the reference document is a translation from the original in French witch was fi led with the French Financial Markets Authority (Autorité des marchés fi nanciers, AMF) on April 30, 2010 in accordance with article 212-13 of its general regulations. It may be used in support of a fi nancial transaction provided it is accompanied by a transaction note approved by the AMF. This document has been drawn up by the issuer and binds its signatories.Historical fi nancial information, specifi cally: (i) the consolidated fi nancial statements and the corresponding report of the Statutory Auditors, shown on pages 81 to 136 of the reference document for the year ended December 31, 2008, fi led with the AMF on April 30, 2009 under number D-09-0369; (ii) the consolidated fi nancial statements and the corresponding report of the Statutory Auditors, shown on pages 65 to 126 of the reference document for the year ended December 31, 2007, fi led with the AMF on April 30, 2008 under number D-08-0355, are included by reference in the reference document for the year ended December 31, 2009.

Designed and produced by:

Photo credits: Bolloré photo library, Bolloré Énergie, Bolloré Logistics, Bolloré Africa Logistics, IER, Euro Media Group, Havas, Pininfarina SpA, S. Gladieu, Jorge Batista, Pascal Anziani, Éric Robert/Direct 8, Meriadeck/Direct 8, Ricky – 68 Fr – Fotolia.com, Tentacle – Fotolia.com, Udo Kroener – Fotolia.com. Comstock, Digital Vision/Getty Images, Evian/BETC Euro RSCG, La Preuve par l’Image, X.

The annual report is printed on Imagine Silk and Offset Tauro papers certifi ed by PEFC (Pan European Forest Council).

BOLL_1004126_RA_2009_couv_GB.indd 2 17/05/10 12:19:1317/05/10 12:19:13


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BOLLORÉ

Tour Bolloré

31-32, quai de Dion-Bouton

92811 Puteaux Cedex – France

Tel.: + 33 (0)1 46 96 44 33

Fax: + 33 (0)1 46 96 44 22

www.bollore.com

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