MEMORANDUM FOR REPRESENTATIVES, SENIOR EXECUTIVES AND

SCHEDULE FOR CLOSED PERIODS

In pursuance with the provisions of the Code of Practice (available for viewing on the intranet) and the rules and regulations of the Board, imposing closed periods in accordance with the recommendations set forth in the guidelines published by AMF, France's financial markets authority, on 3 November 2010 in relation to the prevention of insider trading, trading in the company's shares (such as exercising stock options and transferring shares, including shares arising from exercised options or by subscription or purchases) is not allowed during the periods indicated below.

This lock-up arrangement applies to:

- All Group insiders, representatives and employees, whose names are on the lists of permanent or temporary insiders or on the list of senior executives subject to the obligation to declare all trading in their securities.

- All other Group representatives or employees, even if their names are not on the aforementioned lists, when they have access to non-public information.

After nine months of business, Manutan Group’s turnover amounts to 429.8 million euros, vs 441.2 million euros for the previous financial year. Manutan Group’s activity registers a decrease of 2.6% of its turnover (- 2.8% at constant exchange rates) on the first nine months of its financial year 2011/2012, in comparison with the good previous financial year.

As regard to the third quarter, turnover amounts to 133.3 million Euros therefore a decrease of 4.6% (-5.2% at constant exchange rates) in comparison with third quarter of 2010/2011, in a context as difficult as ever, marked by the persistence of tensions in Europe that affects all segments of the Group’s customers.

From the stand point of its operational Areas, the Group presents an inconsistent picture.

The Management Board of MANUTAN INTERNATIONAL, having consulted the Group’s corporate bodies, will propose a change in its form of governance to the next Annual General Meeting, to be held on 30 November 2011.

This change would lead to the replacement of the current dual structure, comprising a Supervisory Board and a Management Board, by a structure with a single Board of Directors.
 
Following this General Meeting, and subject to its adoption of the new governance structure, it will be proposed to the Board of Directors to separate the duties of Chairman of the Board of Directors and Chief Executive Officer.

The current Chairman of the Management Board, Jean-Pierre Guichard, would therefore be appointed Chairman of the Board of Directors, with his sons, Hervé and Xavier Guichard, assuming the duties of Chief Executive Officer on an alternate basis.
 
Brigitte Auffret and Pierre-Olivier Brial, both current members of the Management Board, would be appointed Deputy Chief Executive Officers.
 
This proposed change of governance is intended to increase the efficiency of the top management’s decision-making process, at the same time as allowing Jean-Pierre Guichard to participate in setting the Group’s major strategic guidelines.