Compared with the preceding four years, the public tender offers launched in 2002 can be analysed as follows:

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1 Public Tender Offers Compared with the preceding four years, the public tender offers launched in 2002 can be analysed as follows: Standard procedure Simplified procedure Standing offers Share buyback offers Buyout offers Buyout offers followed by a squeeze-out procedure Total The pace of takeover activity in 2002 was much slacker than during the period In all, 30 companies were concerned by changes of control or takeovers, either by public tender offer (standard and simplified) or by standing offer. This is equivalent to the number recorded in 2001, which itself was down sharply on 2000's total of 46 offers. The 14 offers filed under the standard procedure included 11 cash tender offers and involved 11 companies. Two securities were the subject of competing or improved bids (see below). Nineteen of the 43 buyout offers followed squeeze-outs involved the securities of companies that had been the target of a tender offer in the same year (with the historical shareholder either consolidating or acquiring control). Excluding the 11 offers (share or convertible bond buybacks, exchange of non-voting shares) that did not entail consolidation or acquisition of control or a minority squeeze-out, only 62 companies were the subject of public tender offers. Sixty of these were listed on regulated markets. For the first time since 1997, there were no large-scale bids that would warrant exhaustive analysis hereafter, either because they elicited a noteworthy CMF decision or because they involved issues of principle (or both). However, some of the offers launched in 2002 call for comment in order to flesh out the technical data provided in the accompanying tables(in the French version). In monetary terms, the largest bid was a cash tender offer from Kingfisher for the securities of Castorama Dubois Investissements, incorporated as a société en commandite par actions (limited partnership with share capital). The offer was made in accordance with agreements signed at the end of 1998 when Castorama merged with B&Q, a Kingfisher subsidiary. That deal gave Kingfisher 54.6% of Castorama's share capital and joint control on its Conseil de Gérance (Board). Pursuant to those agreements, Kingfisher announced on 17 April 2002 that it was exercising an option giving it a casting vote in meetings of general partners and the Conseil de Gérance. It also announced the terms of a cash tender offer it was ready to make, at 67 per share. On 3 June 2002 Rothschild & Cie was chosen CMF ANNUAL REPORT

2 by Castorama's general partners, by Castorama and by Kingfisher to make an independent assessment of whether the price offered by Kingfisher was fair and, if so, to confirm that assessment in writing. The letter engaging Rothschild & Cie was signed on 7 June 2002, the fairness opinion was issued on 8 July 2002, and the offer was filed with the CMF on 21 August The offer was opened from 4 September to 16 October, and then reopened from 29 October to 11 November. It enabled Kingfisher to raise its holding to more than 99% of Castorama's shares and voting rights. The second largest bid in monetary terms was the offer by Gecina for the shares of Simco. While complying with the CMF's General Regulations, the structure of the offer was both new and original in that it comprised: - a main bid consisting of payment in cash for two-thirds of Simco's shares and in newly issued Gecina shares for the remaining one-third; - two subordinate bids (one cash, one exchange), each with a ceiling on the number of shares, such that the cash bid also represented two-thirds and the exchange bid onethird. The same structure was used by Crédit Agricole in a proposed offer for Crédit Lyonnais shares. This offer, filed on 16 December 2002 and declared acceptable on 23 December, had not yet opened at end Offers for shares in La Rochette and Compagnie Européenne de Casinos gave rise to competing bids from several offerors. Regarding La Rochette, the first offer was filed on 2 January at per share by Mondi International, which had a revocable commitment from BNP Paribas to tender its 23.2% stake. Saica International BV, which at end December 2001 had acquired a block of shares equivalent to 22.46% of La Rochette's capital at per share, filed a competing bid on 21 January for 12 per share. A third, improved offer was filed on 15 March by Mondi International and Saica International BV, acting in concert through a joint subsidiary and under an agreement whereby, if the offer was successful, each company would take control of the La Rochette assets that directly matched its industrial and commercial objectives. The offer was for per share and, like the first two offers, included a threshold condition of % of the diluted capital and voting rights. When declaring the joint improved offer to be acceptable, the CMF observed that, once the bid was open, the two earlier offers would both become irrelevant, within the meaning of paragraph 2 of Article Accordingly, the CMF authorised Mondi International and Saica International BV to withdraw those offers. The joint offer gave the offerors 97.8% of the capital and voting rights. The contest for the shares of Compagnie Européenne de Casinos took a different turn. A cash offer at 52 per share 1 was filed on 17 December 2001 by Accor Casinos, which had acquired 22.7% of the capital (17.7% of the diluted capital) at that price and also held tender commitments for a further 17.3% (13.5% of the diluted capital). On 28 January 2002, Groupe Partouche filed a competing bid in the form of a cash offer at 59 per share and per convertible bond. Groupe Partouche already held 36.8% of the capital, having acquired 6.56% in the market at per share on 28 December 2001 and the 1 and 124,80 per convertible bond, subsequently raised to CMF ANNUAL REPORT

3 remainder at 59 on the same day as it filed the bid. It also held convertible bonds, purchased for 130 and , which gave it 36.7% of the diluted capital. The CMF declared the competing bid acceptable on 4 February. On February 6, before trading resumed in the targeted securities, Accor Casinos improved on its initial offer and on the competing bid by filing an offer at 65 per share and per convertible bond. Accor Casinos specified that the shareholders who had signed tender commitments for its initial offer had agreed to comply with the opinion of the target company's board of directors, given at a meeting called to decide on the competing bids. On 7 February, the board of directors stated that it was "favourable to the new proposed valuations" and that, in consequence, shareholders were advised "to tender their shares and bonds to the higher bid". The CMF decision accepting Accor Casinos' improved bid was published on 14 February and, on 25 February, the day that Compagnie Européenne de Casinos published its response document, the CMF announced that the closing date for the competing bids had been set at 2 April. The following day, 26 February, Groupe Partouche upped its offer to per share and 164 per convertible bond. Having acquired securities at those prices in the market, it held 54.3% of the capital (56.4% of the diluted capital). This placed it in the situation of an automatically improved bid, as provided for in paragraph 2, Article of the General Regulations: "Where such trading takes place on the market at a price higher than the offer price at any time prior to the cut-off date stated in Article for the filing of an improved bid, the offer price is automatically raised to the higher of 102% of the current offer price or the price actually paid on the market, regardless of the quantity of securities purchased and the price at which they were acquired; the offeror is not allowed to modify any other terms of its offer". The offer of per share was 2.3% higher than the price proposed in Accor Casinos' last improved bid and 27.9 % higher than the initial offer price. On 5 March Accor Casinos announced it was withdrawing its cash tender offer. Groupe Partouche, as a result of its offer, acquired almost all the capital of Compagnie Européenne de Casinos, i.e % of the existing capital and 99.39% of the diluted capital. Decisions to waive the mandatory filing of a proposed tender offer In 2002, the CMF handed down 39 decisions to waive the mandatory filing of a proposed tender offer, pursuant to Articles and of the General Regulations. This compares with 23 such decisions in 2001 and 36 in Two-thirds of these waivers entailed examination and publication before the threshold-breaching transaction was carried out, as permitted by Article An analysis of the main reasons for granting waivers, listed exhaustively in Article 5.5.7, reveals the following: - resale between companies or persons in the same group: 14 - prior holding of the majority of the company's voting rights by the applicant or by a third party, acting alone or in concert: 11 - subscription to a capital increase by a company in recognised financial difficulty: 7 2 i.e. no later than five days before the offer closes CMF ANNUAL REPORT

4 - reduction in the total number of voting rights in the target company: 4 - merger or asset contribution combined with a concert party agreement: 2 - merger or asset contribution: 1 Also, the CMF handed down three decisions pursuant to indent a) of Article and noted, in connection with a concert party, that there was no need to file a public tender offer, since one or more shareholders who already held, alone or in concert, the majority of a company's capital or voting rights remained predominant. Amendments to Title V of the General Regulations 3 In its 2001 Annual Report, the CMF announced that it was examining the linkage between takeover law and merger law, in the light of the European Commission's decision to block the merger between Schneider and Legrand on the grounds that it was incompatible with the Common Market. The Commission's ban took effect in October 2001, three months after the settlement of the public exchange offer. The guiding principle described in the Annual Report, following a period of consultation, was based on the provisions in force in the United Kingdom. In the light of this, a new Article was added. It contains a new set of conditions, the main points of which are as follows: - the condition precedent provided for in the article is optional and the offeror can choose whether or not to stipulate it; - the authorisations in question are those issued by the European Commission or the competent authorities of a Member State or the United States of America; - the condition precedent is limited to obtaining authorisation at the end of the first phase of examination of the offer; - the offer lapses if the transaction is the subject of a second, in-depth phase of examination (in France, referral to the competition authority, Conseil de la Concurrence). In this case, the offeror announces whether it intends to continue examining the envisaged offer with the authority or authorities concerned. Concomitantly, Article expressly states that, if the offeror decides to include this condition, the closing date of the offer is set after the authorisation or authorisations have been received. This is a departure from a normal offer timetable. Of all the solutions considered, this conditionality principle seemed to be the one that came closest to the objective i.e. to avoid situations where a merger is barred after the tender offer has gone through without unduly lengthening the offer period. 3 approved by the order of 15 November 2002 published in the Official Journal on 7 December 2002 CMF ANNUAL REPORT

5 Apart from simple formal changes, the other amendments to Title V were intended to bring specific rules into conformity with the statutory law and case law. They involved: - trading in the market during the period of a re-opened offer or the period prior to reopening (section 3, chapter 2). The new Article provides that the provisions on trading during the offer period will remain in force firstly until the offeror, in a situation where it can re-open its offer 4, has decided whether to proceed, and secondly during the period of the re-opened offer; - distinction between a simplified cash offer initiated by the historical shareholder and a simplified cash offer arising from an acquisition. The number of simplified cash tender offers launched following purchases of separate blocks of shares or indirect takeovers has risen significantly since the scope of the standing offer procedure was restricted in The floor price set forth in Article , which was introduced in 1992 when the holding requirement for initiating a simplified cash offer was reduced from two-thirds of the capital and voting rights to 50%, is applicable by nature to cash tender offers initiated by the historical majority shareholder. The new distinction between the two types of simplified cash offer makes it possible to clarify the scope of Article 5.3.4, in keeping with CMF case law supported by the Expand judicial ruling 7 ; - the wording of the second indent of Article (obligation to launch an offer in the event of indirect takeover), which stems from the new concept of "concerted control" introduced into French law (L III inserted by the Act of 11 December 2001). The new text substitutes this concept for the previous threshold of 50% and extends the provisions of Article to this situation in the event of a concert party. Under these provisions, there is no need to file a public offer in cases where one or more members of the concert party previously held the controlling interest and remain predominant, and provided the balance of shareholdings within a concert party is not altered significantly. 4 article The standing offer procedure applies when the block or blocks that give the majority of the capital or voting rights are acquired directly from the persons that previously held the majority of the voting rights, or when the transaction does not reveal ancillary characteristics. 6 volume-weighted average share price over the sixty trading days preceding publication of the filing of the offer proposal, unless otherwise agreed by the CMF 7 Paris Appeal Court ruling, 3 November 2001 CMF ANNUAL REPORT