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Report of the Chairman

of  the Board  of  Directors

This report, which has been drawn up in accordance with the provisions of Article L. 225-37 of the French Commercial Code, was approved by the Board of Directors at its Meeting on February 4, 2010.

Its purpose is to give an account of the membership of the Board of Directors of Christian Dior, the preparation and organization of its work, as well as the compensation policy applied and the internal control procedures established by the Board.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance

1. Corporate governance

1.1 BOARD OF DIRECTORS

The Board of Directors is the strategic body of the Company which is primarily responsible for enhancing the Company’s value and for defending the corporate interests. Its main missions involve ensuring that the underlying strategy of the Company and the Group is adopted and overseeing its implementation, verifying the truth and fairness of information concerning the Company and the Group and protecting its assets.

The Board of Directors of Christian Dior acts as guarantor of its rights of each of the shareholders and ensures that shareholders fulfi ll all their duties.

The AFEP/MEDEF Code of Corporate Governance for Listed Companies is applied by the Company. This document may be viewed on the MEDEF Web site www.code-afep-medef.com. The Board of Directors has adopted a Charter that sets forth, in particular, rules governing its membership, its missions, its procedures, and its responsibilities.

Two Committees, the Performance Audit Committee and the Nominations and Compensation Committee, whose membership,

roles and missions are defi ned by internal rules, have been established by the Board of Directors.

Any candidate for appointment as Director as well as any permanent representative of a legal entity shall receive a copy of the Board of Directors’ Charter and of the internal rules governing the Committees prior to assuming his or her duties. Pursuant to the provisions of the Board of Directors’ Charter, Directors must bring to the attention of the Chairman any instance, even potential, of a confl ict of interest between their duties and responsibilities to the Company and their private interests and/or other duties and responsibilities. They must also provide him with details of any conviction in relation to fraudulent offenses, any offi cial public incrimination and/or sanctions, any disqualifi cations from acting as a member of an administrative or management body imposed by a court as well as of any bankruptcy, receivership or liquidation proceedings to which they have been a party. No information has been communicated to the Chairman with respect to this obligation.

1.2 MEMBERSHIP AND MISSIONS

• The Board of Directors consisted of ten members as December 31, 2009: Messrs. Bernard Arnault, Antoine Bernheim, Denis Dalibot, Renaud Donnedieu de Vabres, Pierre Godé, Eric Guerlain, Christian de Labriffe, Jaime de Marichalar y Sáenz de Tejada, Sidney Toledano, Alessandro Vallarino Gancia; fi ve of whom: Messrs. Antoine Bernheim, Renaud Donnedieu de Vabres, Eric Guerlain, Christian de Labriffe and Jaime de Marichalar y Sáenz de Tejada are considered as an independent and hold no interests in the Company.

During its Meeting of February 4, 2010, the Board of Directors proposed the renewal of the appointment as Director of Mr. Renaud Donnedieu de Vabres, whose term of offi ce is to expire at the close of the Shareholders’ Meeting and, in order to preserve balance in the eventual renewals of all currently serving Directors, the early renewal of the appointments of Messrs. Eric Guerlain and Christian de Labriffe as Directors. The Board also proposed the appointment of Mrs. Ségolène Gallienne as Director.

The Board of Directors reviewed the status of each Director currently in offi ce as well as that of the proposed appointee, in particular with respect to the independence criteria set forth in the AFEP/MEDEF Code of Governance of Listed Companies, and made the following determinations:

(i) Mrs. Ségolène Galliene, whose appointment is submitted for the approval of the Shareholders’ Meeting held on April 15, 2010, is to be considered, given her personal situation, as an independent Director, despite serving as a member of the Board of Directors of a subsidiary of the LVMH Group; (ii) Mr. Antoine Bernheim is to be considered, given his personal situation, as an independent Director, despite having served as a member of the Company’s Board of Directors for more than twelve years and of the Boards of Directors of other companies that are subsidiaries of Groupe Arnault and the LVMH Group;

(iii) Mr. Renaud Donnedieu de Vabres is to be considered, given his personal situation, as an independent Director, despite having served as a member of the Board of Directors of La Fondation Louis Vuitton pour la Création;

(iv) Mr. Eric Guerlain is to be considered, given his personal situation, as an independent Director, despite having served as a member of the Company’s Board of Directors for more than twelve years and of the Board of Directors of a subsidiary of the LVMH Group;

(v) Mr. Christian de Labriffe is to be considered, given his personal situation, as an independent Director, despite having served as a member of the Company’s Board of Directors for

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance

more than twelve years and of the Boards of Directors of a subsidiary of Christian Dior;

(vi) Mr. Jaime de Marichalar y Sáenz de Tejada is to be considered, given his personal situation, as an independent Director, despite having served as a member of the Board of Directors of a subsidiary of the LVMH Group and his capacity of Advisor to the Chairman of the LVMH Group for Spain; The Company’s bylaws require that each Director hold, directly and personally, at least 200 of its shares.

• Over the course of the 2009 fi scal year, the Board of Directors met three times as convened by its Chairman, by written notice sent to each of the Directors at least one week in advance of the Meeting. The average attendance rate of Directors at these Meetings was 90%.

The Board approved the annual and half-yearly fi nancial statements and notably delivered its conclusions on the issuance of bonds, the adoption of the Christian Dior Code of Conduct, the implementation of a share purchase option plan and the authorization of fi rst-demand guarantees issued in favor of third parties. It also conducted an evaluation of its capacity to meet the expectations of shareholders by reviewing its membership, its organization, and its procedures, making the necessary changes to its Charter as well as the internal rules and regulations for its various Committees.

In its Meeting of February 4, 2010, the Board of Directors reviewed its membership, organization and procedures, amending the Charter of the Board of Directors and the internal rules and regulations of the Performance Audit Committee accordingly. It determined the order for the expiration of the terms of offi ce for currently serving Directors, so as to preserve balance in the renewals of their appointments over time. The Board came to the conclusion that its membership may be considered as balanced, with regard to its percentage of external Directors, the breakdown of share capital, and with respect to the diversity and the complementarity of the skills and experiences of its members.

The Board noted that it had received the information required for the fulfi llment of its missions in timely fashion and that each Director had been able, in addition to any discussions during Board Meetings, to ask questions of executive management and obtain the requested details and explanations.

The Group’s fi nancial position was presented in a clear and detailed manner when the annual and half-yearly consolidated fi nancial statements were submitted for the Board’s approval. The ways in which the Group may respond to changes in the economic and fi nancial environment gave rise to exchanges between Directors and Executive Management.

1.3 EXECUTIVE MANAGEMENT

The Board of Directors decided to assign the roles of Chairman and Chief Executive Offi cer to different persons. It did not limit in any way the powers vested in the Chief Executive Offi cer.

1.4 PERFORMANCE AUDIT COMMITTEE

The main tasks of the Performance Audit Committee are to ensure that the Company and the Group’s accounting policies comply with generally accepted accounting principles, to review the individual company and consolidated fi nancial statements before they are submitted to the Board of Directors, and to ensure the effective implementation of the Group’s internal controls. It currently consists of three members, all of whom are independent, appointed by the Board of Directors. The current members of the Performance Audit Committee are Messrs. Eric Guerlain (Chairman), Renaud Donnedieu de Vabres and Christian de Labriffe.

The Performance Audit Committee met three times in 2009. All of these meetings were attended by all of the members of the Committee, with the exception of one meeting where one of the members of the Committee was unable to participate.

These meetings were also attended by a member of the Board of Directors, by the Statutory Auditors, Chief Financial Offi cer, the Company Accounting Director and the Accounting Director of LVMH. The Internal Audit Director of the LVMH Group as well as the Chief Financial Offi cer and the Management and Internal Control Director of the Christian Dior Couture Group also attended those meetings of the Performance Audit Committee during which internal audit and control within the Group were reviewed.

In addition to reviewing the annual and half-yearly parent company and consolidated fi nancial statements, the Committee’s work focused on examining the internal audit and internal control assignments carried out during the year, the accounting options applied by the Company, together with the Company’s exposure to risk and the procedures used to manage risk, its off balance sheet commitments, and its tax position. In addition, the Committee kept abreast of developments in regulatory frameworks.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance

1.5 NOMINATIONS AND COMPENSATION COMMITTEE

The main responsibilities of the Nominations and Compensation

Committee are to issue:

• proposals on compensation, benefi ts in kind and subscription or purchase options for the Chairman of the Board of Directors, the Chief Executive Officer and the Group Managing Director(s) of the Company, as well as on the allocation of Directors’ fees paid by the Company;

• opinions on candidates for the positions of Director, Advisory Board member, Group Executive Committee member or member of Executive Management of the Company’s main subsidiaries. It currently consists of three members, two of whom are independent, appointed by the Board of Directors. The current members of the Nominations and Compensation Committee are Messrs. Antoine Bernheim (Chairman), Pierre Godé and Eric Guerlain.

The Committee met twice during the 2009 fi scal year, with all members in attendance. It issued proposals on the allocation of share purchase options to the Chairman of the Board of Directors and Chief Executive Offi cer and the compensation and benefi ts in kind of the Chief Executive Offi cer in respect of his functions at Christian Dior Couture, as well as the allocation of Directors’ fees. It examined the recommendations made by the Nominations and Compensation Committee of LVMH in favor of the directors of LVMH that are company offi cers

at Christian Dior . It also issued an opinion on the proposed appointment of Mr. Renaud Donnedieu de Vabres as Director and on the Directors whose terms in offi ce were due to expire in 2009. Lastly, it examined the situation of Mr. Sidney Toledano with respect to his employment contract with Christian Dior Couture and declared itself in favor of implementing a profi t-sharing mechanism based on the medium term performance of Christian Dior Couture.

In addition, the Committee issued an opinion on the status of all members with regard to the independence criteria set forth within the AFEP/MEDEF Code, in particular.

Prior to the Board of Directors’ Meeting of February 4, 2010, the Committee issued recommendations, among others on:

• the variable compensation for 2009 of Mr. Sidney Toledano, which was paid by Christian Dior Couture, in addition to his compensation and benefi ts in kind for 2010;

• the rules for determining the amount of Directors’ fees;

• the setting of “blackout periods” during which no transactions involving the Company’s shares by members of the Board of Directors are permitted.

It reviewed all of the terms of offi ce due to expire in 2010 and expressed a favorable opinion on the appointment of Mrs. Ségolène Gallienne as Director.

1.6 ADVISORY BOARD

Advisory Board members are invited to Meetings of the Board of Directors and are consulted for decision-making purposes, although their absence cannot undermine the validity of the Board of Directors’ deliberations.

They are appointed by the Shareholders’ Meeting on the proposal of the Board of Directors.

The Company does not have any Advisory Board members.

1.7 PARTICIPATION IN SHAREHOLDERS’ MEETINGS

The terms and conditions of participation by shareholders in

Shareholders’ Meetings, and in particular the conditions for the attribution of double voting rights to registered shares, are

defi ned in Articles 17 to 23 of the bylaws (see the “Corporate Governance” section of the Annual Report).

1.8 INFORMATION THAT MIGHT HAVE AN IMPACT ON A TAKEOVER BID OR

EXCHANGE OFFER

Information that might have an impact on a takeover bid or exchange offer, as required by Article L. 225-100-3 of the French Commercial Code, is published in the “Management Report of the Board of Directors”.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance

1.9 COMPENSATION POLICY FOR COMPANY OFFICERS

Directors’ fees paid to the members

of  the  Board  of  Directors

The Shareholders’ Meeting sets the total amount of Directors’ fees to be paid to the members of the Board of Directors. This amount is divided among the members of the Board of Directors , in accordance with the rule defi ned by the Board of Directors, based on the proposal of the Directors’ Nominations and Compensation Committee, namely:

(i) two units for each Director;

(ii) one additional unit for serving as a Committee member; (iii) two additional units for serving as both a Committee member

and a Committee Chairman;

(iv) two additional units for serving as Chairman of the Company’s Board of Directors;

with the understanding that the amount corresponding to one unit is obtained by dividing the overall amount allocated to be paid as Directors’ fees by the total number of units to be distributed. At its Meeting of February 4, 2010, the Board of Directors decided that a portion of Directors’ fees to be paid to its members would be contingent upon their attendance at Meetings of the Board of Directors and, where applicable, at those of the Committees to which they belong. A reduction in the amount to be paid is applied to two-thirds of the units described under (i) above, proportional to the number of Board Meetings the Director in question does not attend. In addition, for committee members, a reduction in the amount to be paid is applied to the additional fees mentioned under (ii) and (iii) above, proportional to the number of meetings by Committee including the Director in question as a member which he or she does not attend. In respect of the 2009 fi scal year, Christian Dior paid a total of 147,715 euros in Directors’ fees to the members of its Board of Directors.

Other compensation

Compensation and benefi ts awarded to company offi cers are mainly determined on the basis of the degree of responsibility ascribed to their missions, their individual performance, as well

as the Group’s performance and the attainment of targets. This determination also takes into account compensation paid by similar companies with respect to their size, industry segment and extent of international operations.

A portion of the compensation paid to executive management of the Company and the executive management of the principal subsidiaries and operating units is based on the attainment of both fi nancial and qualitative targets. The fi nancial criteria are growth in revenue, operating profi t and cash fl ow, with each of these items representing one-third of the total determination. The variable portion is capped at 120% of the fi xed portion for the Chief Executive Offi cer.

A non-competition indemnity, authorized by the Board of Directors on February 8, 2008, pursuant to Article L. 225-42-1 of the French Commercial Code , is stipulated in favor of the Chief Executive Offi cer, Mr. Sidney Toledano, in respect of his employment contract with Christian Dior Couture, and under the terms of which, in the event of his departure, he would receive an indemnity for twenty-four months equal to the gross average monthly salary received over the previous twelve months. Notwithstanding this clause, no other senior executive offi cer of the Company would benefi t from provisions granting them a specifi c compensation payment or derogating from the option plan rules governing the exercise of options should they leave the Company.

Upon their retirement, Group senior executive offi cers and, where applicable, company offi cers may receive a supplemental retirement benefi t provided that they assert at the same time their entitlement to their basic retirement benefi ts under compulsory pension schemes. This supplemental payment corresponds to a specifi c percentage of the benefi ciary’s salary, to which a ceiling is applied on the basis of the reference salary determined by the French social security scheme. Provisions recognized in 2009 for these supplemental retirement benefi ts are included in the amount shown for post-employment benefi ts under Note 30.3 of the consolidated fi nancial statements.

An exceptional bonus may be awarded to certain Directors with respect to any specifi c mission with which they have been entrusted. The amount of this bonus shall be determined by the Board of Directors and reported to the Company’s Statutory Auditors.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Implementation of internal control procedures and risk management

2. Implementation of internal control procedures

and risk management

The Christian Dior Group uses an internal reference guide which is consistent with COSO principles (Committee of Sponsoring Organizations of the Treadway Commission) and which the

Autorité des Marchés Financiers (French market regulator – AMF) has taken as the basis for its Reference Framework.

Under the impetus of the Board of Directors, the Performance Audit Committee and Executive Management, the purpose of the internal control procedures that are applied within the Group is to provide reasonable assurance that the following objectives will be achieved:

• to ensure that management and operations-related measures, as well as the conduct of personnel, are consistent with the defi nitions contained in the guidelines applying to the Company’s activities by its management bodies, applicable laws and regulations, and the Company’s internal values, rules, and regulations;

• to ensure that the accounting, fi nancial, and management information communicated to the management bodies of Group companies refl ect a fair view of these companies’ activity and fi nancial position.

One of the objectives of the internal control system is to prevent and control risks resulting from the Company’s activity and the risk of error or fraud, particularly in the areas of accounting and fi nance. As with any control system, however, it cannot provide an absolute guarantee that these risks are completely eliminated. Christian Dior’s internal control takes into consideration the Group’s specifi c structure. Christian Dior is a holding company that controls two main assets: a 42.4% equity stake in LVMH, and a 100% equity stake in Christian Dior Couture. LVMH is a listed company, whose Chairman is also Chairman of Christian Dior, with several directors serving at both companies. Christian Dior Couture has a Board of Directors whose composition is similar to that of Christian Dior. The sections below on internal control deal with procedures relating to Christian Dior Couture, followed by those relating to the holding company, Christian Dior SA. Procedures relating to LVMH are described in the report fi led by that company, which may be consulted as a supplement to this report.

2.1 CHRISTIAN DIOR COUTURE

Christian Dior Couture (hereafter the Company) creates, produces and distributes all of the brand’s products internationally. It also engages in retail activities in the various markets through its 53 subsidiaries.

Given this dual role, internal control is applied directly to Christian Dior Couture , and in an oversight capacity to all subsidiaries.

2.1.1

Defi nition

The purpose of the internal control procedures that are applied, in line with the COSO framework, is to provide reasonable assurance that the following objectives will be achieved:

• the control of activities and processes, the effi ciency of operations and the effi cient utilization of resources;

• the reliability of fi nancial and accounting information;

• compliance with applicable laws and regulations.

This involves, therefore, ensuring that management-related and operations-related measures, as well as the conduct of personnel,

are consistent with the defi nitions contained in the guidelines applying to the Company’s activities by its management bodies, applicable laws and regulations, and the Company’s internal values, rules, and regulations.

It also involves ensuring that the accounting, fi nancial, and management information communicated to the Company’s management bodies refl ect a fair view of the Company’s activity and fi nancial position.

Moreover, the Company has defi ned as an additional objective the protection of assets (with a particular emphasis on the brand).

2.1.2

Limits of internal control

No matter how well designed and applied, the internal control mechanism cannot provide an absolute guarantee that the Company’s objectives will be achieved. All internal control systems have their limits due notably to the uncertainties of the outside world, individual judgment or malfunctions resulting from human or other errors.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Implementation of internal control procedures and risk management

2.1.3

Internal control components

The internal control system is based on the defi nition and identifi cation of the following components:

• a general control environment;

• a risk assessment system;

• appropriate controls;

• an information and communications system that enables responsibilities to be exercised effi ciently and effectively. The risk management system identifi es and assesses the main risks likely to affect the achievement of the operational and fi nancial objectives, as well as the objectives relating to compliance with the laws and regulations in force.

Risks are classifi ed by category (strategic, operational, fi nancial, legal and intangible) and key process.

Risks are mapped according to their frequency and intensity and controls devised for identifi ed risks are put in place in order to limit the impact of such risks, although their absolute elimination cannot be guaranteed.

Controls rely on the following resources:

• a consolidation standards manual fully updated to take account of the new tools for reporting consolidated fi nancial data and the transition to presentation formats by type of income statement;

• communication of all the operational procedures applicable to head offi ce and point-of-sale operations combined in a specifi c, regularly updated manual;

• integrated point-of-sale management software (deployed across the whole distribution network) which standardizes store control rules and provides head offi ce with detailed sales information on each store in the network;

• delegations of powers that are limited, precise, managed and known to the actors involved in terms of both expenditure commitments and rules;

• a separation of the scheduling of expenditures and payments.

2.1.4

Departments involved

in internal control

• The Legal Department conducts upstream checks:

- prior to the signing of any substantial agreement negotiated by the head offi ce or subsidiaries;

- on the length of time third-party designs and brands have been in existence.

• Executive Management and the Finance Department closely monitors management information so that it can intervene in the process of defi ning objectives then oversee their realization through:

- three-year strategic plans;

- the annual budget;

- monthly reports on actual data compared with budget with in-depth and formalized analyses of any discrepancies.

• Executive Management and the Finance Department are also responsible for training all fi nancial personnel worldwide (internal or external administrative departments) in order to ensure the strict application of IAS and Group rules.

• Senior e xecutive o ffi c ers maintain a regular presence at subsidiaries and on their management bodies, in particular at board level.

• Store Committees have been set up to formally authorize the signature of commercial leases and investments in the distribution network. They are made up of the Chairman, the Chief Executive Offi c er in charge of the network, the Chief Financial Offi cer, the Management Control Director , the Chief Legal Offi cer and the architects.

• Lastly, internal audit covers the following main areas:

- points of sale: review of the main processes of store management (sales, pricing, cash flow, inventories, administration and security, personnel, external purchases, supplies);

- country headquarters: review of main cycles (purchases of goods, external purchases and expense claims, human resources, inventories and logistics, information systems, investments, accounting and fi nance);

- the accounts departments of countries responsible for producing subsidiaries’ fi nancial reports: audit of fi nancial reports prepared by back offi ces and monitoring of the application of the Christian Dior Couture Group’s accounting principles.

On completion of audit assignments, reports containing recommendations are presented to the Chairman and sent to each subsidiary. Implementation of the recommendations made is closely monitored.

2.1.5

Internal controls related to fi nancial

and accounting information

Organization

Internal controls of accounting and fi nancial information are organized based on the cooperation and control of the following departments: Accounting and Consolidation, Management Control, Information Systems.

Accounting and Consolidation is responsible for updating and distributing group-wide accounting standards and procedures. It oversees their application and establishes appropriate training programs. It is in charge of producing consolidated and individual company fi nancial statements on a quarterly, half-yearly and annual basis.

Management Control is responsible for coordinating the budget process and its revisions during the year as well as for the three-year strategic plan. It produces the monthly operating report and all reviews required by Executive Management;

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Implementation of internal control procedures and risk management

it also tracks capital expenditures and cash fl ow, as well as producing statistics and specifi c operational indicators.

Information Systems disseminates the Group’s technical standards, which are indispensable given the decentralized structure of the Group’s equipment, applications, networks, etc., and identifi es any potential synergies. It develops and maintains a telecommunications system shared by the Group. Finally, it coordinates policy for system and data security and preparation of emergency contingency plans.

Accounting and management policies

Subsidiaries adopt the accounting and management policies considered by the Group as appropriate for the individual company and consolidated fi nancial statements. A consistent set of accounting standards is applied throughout, together with consistent formats and tools to submit data to be consolidated.

Management reporting

Each year, all of the Group’s consolidated entities produce a three-year plan, a complete budget and annual forecasts. Detailed instructions are sent to the companies for each process.

These key steps represent opportunities to perform detailed analyses of actual data compared with budget, and to foster ongoing communication between companies and the Group – an essential feature of the fi nancial internal control mechanism. A team of controllers at the parent company, specialized by geographic region and product category, is in permanent contact with the subsidiaries, thus ensuring better knowledge of performance and management decisions as well as appropriate control.

2.1.6

Outlook for 2010

• Ongoing program of internal audits, focusing in particular on distribution subsidiaries in India, Russia, and the Middle East.

• Migration of accounting applications to SAP, which will facilitate the monitoring of cost commitments, while also making the year-end closing process more effi cient, among other benefi ts.

• Completion of the rollout across all product divisions of the new production and invoicing management system (Movex), with a view to replacing the wholesale divisions’ production and invoicing system (Synergie) at headquarters.

• Final steps in the outsourcing of the IT equipment room.

2.2 CHRISTIAN DIOR

2.2.1

Control environment

As noted above, Christian Dior is a holding company whose assets are essentially limited to two equity holdings: Christian Dior Couture and LVMH.

The business of Christian Dior SA is therefore essentially dedicated to:

• protecting the legal title of these two equity holdings;

• exercising the rights and authority of a majority shareholder, notably by its:

- presence at the Board Meetings and Shareholders’ Meetings of the subsidiaries,

- monitoring of dividends paid by the subsidiaries,

- control of the subsidiaries’ fi nancial performance;

• providing accurate fi nancial information, in line with applicable laws, given its status as a listed company. Given the limited number of tasks described above, and its membership of a Group with the necessary administrative skills, Christian Dior uses the Group’s specialized services in the areas specifi c to a holding company, namely legal, fi nancial and accounting matters. An assistance agreement has been entered into with Groupe Arnault SAS.

Regarding the Group’s external services, the Shareholders’ Meeting of Christian Dior appointed two fi rst-tier accounting fi rms as Statutory Auditors, one of which also serves in the same role at Christian Dior Couture and LVMH.

2.2.2

Risk control

Risk control is based fi rst and foremost on a regular review of the risks incurred by the Company so that internal control procedures can be adapted.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Implementation of internal control procedures and risk management

2.2.3

Control activities

Key elements of internal control procedures

Given the nature of the Company’s activity, the primary objective of internal control systems is to mitigate risks of error and fraud in accounting and fi nance. The following principles form the basis of the Company’s organization:

• very limited, very precise delegation of powers, which are known by the counterparties involved, with sub-delegations reduced to a minimum;

• upstream legal control before signing agreements;

• separation of the expense and payment functions;

• secured payments;

• procedural rules known by potential users;

• integrated databases (single entry for all users);

• frequent audits (internal and external).

Legal and operational control exercised

by  the  parent company over the subsidiaries

Asset control

Securities held by the subsidiaries are subject to a quarterly reconciliation between the Company’s Accounting Department and the Securities departments of the companies concerned.

Operational control

Christian Dior exercises operational control over its subsidiaries through the following:

• legal bodies, Boards of Directors and Shareholders’ Meetings, at which the Company is systematically represented;

• management information used by managers of Christian Dior in the process of defi ning objectives and monitoring their fulfi llment:

- three-year and annual budget plans,

- monthly reporting presenting results compared to budget and variance analysis,

- quarterly meetings to analyze performance.

2.2.4

Information and communication

systems

The strategic plans in terms of information and communication systems of the parent company Christian Dior are coordinated by the Group Finance Department.

Aspects of internal control such as the segregation of duties and access rights are integrated at the time of implementation of new information systems.

2.2.5

Internal controls relating to the

preparation of the parent company’s

fi nancial and accounting information

The individual company and consolidated fi nancial statements are subject to a detailed set of instructions and a specially adapted data submission system designed to facilitate complete and accurate data processing within suitable timeframes. The exhaustive controls performed at the sub-consolidation levels (LVMH and Christian Dior Couture) guarantee the integrity of the information.

Financial information intended for the fi nancial markets (fi nancial analysts, investors, individual shareholders, market authorities) is provided under the supervision of the Finance Department. This information is strictly defi ned by current market rules, specifi cally the principle of equal treatment of investors. This report, based on the contribution of the abovementioned internal control and risk management stakeholders, was conveyed in its draft form to the Performance Audit Committee for its opinion and approved by the Board of Directors at its Meeting of February 4, 2010.

Conclusion

Over and above its existing internal control mechanism, in 2009 the Christian Dior Group reinforced continuing efforts to improve its internal control.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Statutory Auditors’ report

3. Statutory Auditors’ report

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 CHRISTIAN DIOR

MAZARS

61, rue Henri-Regnault 92400 Courbevoie

SA with share capital of €8,320,000 Statutory Auditors

Member of the Versailles regional organization

ERNST & YOUNG et Autres

41, rue Ybry 92576 Neuilly-sur-Seine Cedex SAS with variable share capital

Statutory Auditors Member of the Versailles

regional organization

To the Shareholders,

In our capacity as Statutory Auditors of Christian Dior SA 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 for the year ended December 31, 2009.

It is the Chairman’s responsibility to prepare and to submit for the Board of Directors’ approval a report on internal control and risk management procedures implemented by the Company and to provide the other information required by Article L. 225-37 of the French Commercial Code relating to matters such as corporate governance.

Our role is to:

• report on the information set out in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information, and

• confi rm that the report also includes the other information required by Article L. 225-37 of the French Commercial Code. It should be noted that our role is not to verify the fairness of this other information.

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Statutory Auditors’ report

Information on the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information

P rofessional 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 accounting and fi nancial information. These procedures consist mainly 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 of 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 nothing to report on the information in respect of the Company’s internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information contained in the report prepared by the Chairman of the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code.

Other information

We confi rm that the report prepared by the Chairman of the Board of Directors also contains the other information required by Article L. 225-37 of the French Commercial Code.

Courbevoie and Neuilly-sur-Seine, March 11, 2010 The Statutory Auditors

MAZARS

Simon Beillevaire

ERNST & YOUNG et Autres

Jeanne Boillet

References

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