SOMMAIRE

1
Compagnie des Alpes and Grévin Cie A
Leisure Group unique in Europe
May 27, 2002
2
CDA Grévin Cie

• 1. Compagnie des Alpes
• 2. Grévin Cie
• 3. The project
• 4. Strategic interest
• 5. The takeover bid
• 6. Conclusions

3
1. Compagnie des Alpes
OPERATION PROPOSEE

• World leader in ski area management
• (14 resorts in France, Switzerland, Italy) 90
  of Sales
• Ski shops (44) 5 of Sales
• Sale of developed land (4 resorts) 5 of
  Sales
• A group with steady, solid growth 5 year
  averages 2000/01
• Sales 11.5 221 million
• Net income share of Group 19.5 20.5
  million
• A profitable group 5 year averages
  2000/01
• Net margin 9 9.3
• ROE 12 14.9

4
La Compagnie des Alpes
2. Grévin Cie
5
Grévin et Cie
OPERATION PROPOSEE
Background Created in 1985, opening of Parc
Astérix in 1989 1 / Successful launch 1.4
million visitors in 1991 2 / Competition with
Euro Disney in 1992 ? ? 1 million visitors
? Financial restructuring ? Return
to 1.8 million in 1995 ? Stable visitor
count since 3 / IPO in 1997 ? External
growth needs 4 / Consolidation in France  in
1998, then in Europe
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Grévin Cie

• Today, Grévin Cie is one of Europes
  federators for theme parks.
• Grévin Cie will receive 4.5 million visitors in
  2002, 2 of the European market for family
  leisure activities
• Theme parks (Parc Astérix , Hellendoorn
  Avonturenpark (NL), Fort Fun (D))
• Animal parks (Bagatelle, Aquarium de Saint-Malo,
  Dolfinarium (NL))
• Attractions (Musée Grévin, France Miniature,
  Miniature Chateaux)
• ? A diversified portfolio of leisure activities

Attractions
Theme parks
14
63
Animal Parks
23
(2001 Consolidation)
7
Grévin Cie

• FINANCIAL INFORMATION (at 31/12/2001)
• Sales 89 million
• Net income 3.3 million
• Staff 500 permanent, 1,500 seasonal

Annual growth in sales and income
Progression of sales and net income (1993-2001)
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Grévin Cie

• SHAREHOLDERS
• C3D is the core shareholder (30.2)
• Large float (55)

Breakdown of capital
Public
Caisse des
19
Dépôts
Développement
30
Personnel
Institutionals
Accor
7
34
Others
6
4
9
3. The Project
To Build a Major Operator of Diversified
Leisure Activities in Europe 3.1
Respective markets 3.2 Competition 3.3
Market overview
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The project
Bringing together The worlds leader in ski
area management (Compagnie des Alpes) and
Europes fifth leading group in diversified
family leisure activities (Grévin Cie) to
form a front runner in the field of
diversified leisure production in
Europe which now controls - 17 millions visits
(winter and summer) - to 24 sites - in 5
countries in Europe
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The Project
La Compagnie des Alpes

• 3.1 RESPECTIVE MARKETS
• Comparable size in Europe

• Ski areas
• 240 million skier visits
• 1,000 winter sports resorts
• 60 resorts with over 1 million skier visits
• 4 main countries

• Theme parks
• 280 million visitors
• 1,000 leisure sites
• 150 main parks
• 11 main countries

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The project
La Compagnie des Alpes

• 3.2 COMPETITION IN EUROPE
• Compagnie des Alpes has no competing
  consolidator in its market in Europe.
• Grévin Cie operates on a market with two
  types of players
• MONO-SITE MULT-SITE
• non consolidators consolidators
• 85 of theme parks are operated by independents,
  15 by groups
• In millions of visitors

France
Disney 12,6
Europe
Tussaud (UK) 14
Futuroscope 2
Six Flags (USA) 5 in Europe
Marineland 1
Aspro Ocio (Sp) 5
Germany
Europapark 3,5
Parques Reunidos (Sp) 4,5
Grévin 4.5
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The Project

• 3.3 MARKET OVERVIEW
• Until now in Europe, leisure and tourism, though
  complementary, have developed separately
• Why? the single-day visit hurdle
• Leisure no lodging (outings)
• Tourism lodging (tourism)
• Now, the two sectors are converging
• tourism is enhancing its offering by including
  leisure activities to become more attractive,
• leisure activities are creating tourism
  gateways by including lodging in the product
  mix
• contract, shareholding, integration

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The Project3.3 Market Overview

• Vacations including more leisure activities
• Brisk growth (6 to 15 annually)
• 2nd and 3rd annual vacations (winter sports)
• Short breaks through specific catalog offerings
• Vacations with a sports or cultural focus
• all-included vacations (including leisure
  activities) 15 to 20 of customers
• Moderate growth (3 to 5 annually)
• Main vacations (85 in the summer)
• Basic packages transportation lodging
• Source HSBC European travel agents

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The Project3.3 Market Overview

• Some leisure operators team up with lodging
  providers to build
• A complete product
• Distributable through conventional outlets
  (travel agencies, Internet)
• Including next-day return visits
• Creating a customer relationship (return trip)
• Some leisure operators perform their own tour
  operator functions
• Disney, Futuroscope destination
• Exemple leisure products becoming
  tourismproducts
• Price for a two-day park pass 1 night including
  transportation for 2 adults and 1 child
• Disney 661
• Futuroscope 307
• source lEcho touristique

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The Project3.3 Market Overview

• In the leisure business, fragmentation of
  operators is the rule
• 95 of ski areas are independent
• 85 of leisure parks are independent
• In tourism, concentration is nearly completed
• Package operators 6 leaders in Europe hold 75
  of package holidays
• (Sales Euro 42 billion)
• Hotel-Leisure the ten leading hotel chains own
  over 50 of all rooms
• (Sales 22 billion euros)
• The major players in the tourism trade, now
  specialized in vacation reservations, and
  logistics have the financial means to consolidate
  the leisure industry.
• THIS IS WHY IT IS ESSENTIAL TO REACH EUROPEAN
  SCALE QUICKLY

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The Project

• SUCCESS IN THE LEISURE INDUSTRY MEANS GROWING AND
  FEDERATING
• TWO COMPLEMENARY LINES OF LEISURE ACTIVITIES,
• BRINGING TOGETHER
• An operator in sporting holidays, particularly
  winter resorts
• and
• An operator in family leisure activities, usually
  located on the periphery of urban areas, and
  generally open in the summer

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4. STRATEGIC INTEREST
4.1 COMPLEMENTARITY 4.2 SIMILARITIES 4.3
SYNERGIES 4.4 STOCK MARKET FACTORS
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Strategic interests 4.1 Complementarity

• Compagnie des Alpes
• Industry Winter sports resorts
• A mature market (2/year)
• Clientele 80 overnight visitors, 20 day trips
• Family clientele about 33
• Origin of clientele 80 outside the area, o/w
  33 from abroad
• Competitors Other resorts
• Average nb of visits per year 3 days/visitor
• Per customer revenue 55 euros
• Housing is a strategic element
• Winter season (4 mos.)
• Few interesting acquisition possibilities

• Grévin Cie
• Industry Family leisure activities located on
  the periphery of urban areas
• Growing market (6/year)
• Clientele 20 overnight vistors
• 80 day trips
• Family clientele about 80
• Origin of clientele 80 local, 10 from abroad
• Competitors other leisure sites
• Average nb of visits per year 1.1 day/visitor
• Per customer revenue 25 euros
• Slight dependence on housing
• Summer season (6 mos.)
• Build-up to continue on a European scale

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Strategic interests4.2 Similarities

• An identical business model
• The product is access to a closed area with
  unlimited right of use of recreational facilities
  (except for stores and restaurants)
• Similar operating requirements
• Receiving the public information, parking,
  signs, shuttles, managing waiting lines, safety
  and security,
• Ticketing and pricing
• Operating and maintaining a fleet of costly
  conveyances for moving visitors ski lifts
  attractions (visitor flow, loading conveyances,
  waiting lines)
• Management of restaurants, shops, derivative
  products, trademarks and licenses

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Strategic interests4.2 Similar management
challenges

• Similar management challenges at Group level
• Construction and operation of major capital
  assets.
• Industrial-scale capital expenditures, aimed at
  attractiveness, renovation and differentiation.
• Allocation of funds among subsidiaries and sites.
• Control and consolidation of a European group
  operating in multiple local sites.
• THE MORE PROJECTS, THE GREATER THE CHOICE AND THE
  POTENTIAL FOR VALUE CREATION

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Strategic interests 4.3 Synergies

• Marketing synergies
• CDA 4 million visitors Grévin 4.5 million
  visitors
• Cross marketing, crossed winter-summer
  promotions 
• Use of sophisticated marketing tools trade-off
  surveys, pricing, revenue management, panels,
  satisfaction surveys, consumption models
• Visitor data bases, CRM
• 60 of Disney visitors also take ski vacations

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Strategic interests4.3 Synergies

• Financial Synergies
• CDA has a capacity to generate recurrent cash
  flow, but there are few acquisition opportunities
  in its industry and they take much time to
  finalize
• Some of CDAs financial resources could be used
  to accelerate the pace of development at Grévin
• Common MA teams
• Greater borrowing capacity and on better terms
  (CDAs spread is 100 b.p. less than Grévins
• Seasonal cash positions balance each other

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Strategic interests4.3 Synergies

• INCOME SEASONALITY

Pro forma
Winter 2001
Sum. 2001
FY 2001
CDA only
Diff.
in EUR million
2000-2001
CDA Grévin Cie
Sales
241
69
310
221
40
EBITDA
105
-11
94
72
30
Operating income
78
-29
49
41
20

• The winter half-year more important at CDA
• Income for the two half-year periods is
  complementary, but the contrast is greater at CDA
• More intensive development of Grévins businesses
  should increase the weight of the summer season
  in income figures

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Strategic interest4.3 Synergies

• COMPLEMENTARITY OF CASH AVAILABLE

• CDA invests about 80 of cash flow in capital
  expenditures Grévin Cie does the same
• Gearing is similar at CDA and Grévin
• Available cash flow at CDA averages 8.7m/year
  the comparable figure at Grévin is 3.3m
• Grévin has more targets , CDA has greater means

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Strategic interests4.4 Stock market factors

• Some market data
• COMPAGNIE DES ALPES 230m market capitalization
• Float ? 40
• 2,000 shares traded per day
• GREVIN et Cie 110m market capitalization
• Float ? 50
• 3,200 shares traded per day
• CDA GREVIN CONSOLIDATED 340m market
  capitalization
• 30/40 float
• 1 stable, long-term shareholder C3D
• Several local or national banks
• 10,000 individual shareholders

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5. THE TAKEOVER
5. 1 TECHNICAL ASPECTS 5. 2 THE PRICE 5. 3
FINANCING 5.4 CONSOLIDATED BALANCE SHEET
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The takeover5.1 Technical aspects

• Key features of the bid
• Bid to acquire all outstanding shares of Grévin 
  Cie
• Price offered
• 30 per share including dividend on FY ending
  Dec 31, 2001
• 29.64 ex-dividend
• 2.49 per Grévin Cie convertible bond
• No threshold on number of shares
• Caisse des Dépôts-Développement (C3D), core
  shareholder at 30.2, is committed to sell all of
  its shareholdings (in Grévin)

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The takeover5.2 The price

• The bid at 30 represents
• A premium of 20.5 over the last listed price,
  after a 31 increase since January 1, 2002
• A premium of 35.7 over the last six months
  average market price
• 12-month high 25
• All-time high 28.5
• Average price targeted by analysts 26.9
• P/E 2001 38x

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The takeover5.3 Finanacing

• Initial financing through cash available at CDA
• Partial refinancing
• In order to maintain a gearing at a sound level,
  CDA will increase its equity capital during 2002
  by at least 50 of the cost of the takeover bid.
• This capital increase would be done in up to
  three tranches
• Tranche A 40 million euros, reserved for Alpark,
  the shareholding vehicle of management and of one
  investor.
• Tranche B 10 million euros, open to the public
  with an irreducible right of preemption by
  existing CDA shareholders
• A possible Tranche C reserved for C3D
• C3D and Alpark will act in concert.

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The takeover5.4 Combined balance sheet CDA
Grévin Cie

• Assumption 66 response to the bid
• Financing Capital increase of
  58m Long term
  borrowing of 27m
• Gearing now at about 60
• (depending on treatment of provisions)

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Conclusions Targets for 2005

• Development of a leisure activities producer
  that is unique in Europe
• 2 complementary businesses 4 factors driving
  growth
• 22 million entries (5 of the two markets in
  Europe )
• 10 million total visitors 60 in winter, 40 in
  summer
• Broader, European listing, payment in shares
• Ski areas and family leisure centers

Targets 2005
Current sales level
320m
Sales in 2005
Organic growth
370m
(5 p.a.)
Growth through acquisitions
100m
(10 p.a.)
Total
470m
(15 p.a.)
Market capitalization
c.500m
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Compagnie des Alpes and Grévin Cie A
unique European leisure group
May 27, 2002