Diagram of VMG's operating structure

VMG's operating structure and stringent management rules guarantee for its investors:

• the payment of principal trough the creation, if necessary, of an issue repayment reserve should the outstanding senior FCC units be less than the outstanding bond issues,
  
• the payment of interest through the creation, if necesary, of a provision for the remuneration of bond issues should the sum of interest received from senior FCC units fail to cover the sum of interest to be paid on bond issues.

Moreover, in the event of the early redemption of bond issues (following VMG's decision to proceed with early amortization), investors would be compensated for any decline initial yield by the payment of a compensatory balancing cash adjustment subject to a provision reviewed on a monthly basis.

Bondholders also benefit from a pledge on all the senior FCC units and investments securities placed on a compte d'instruments financiers held by Crédit Foncier de France and CACEIS Coporate Trust as Collateral Agent.

For a more detailed description of VMG's operating structure, please refer to the company's internal regulation as presented in the company's annual report for 2005.