� ����

�

�

�

�

BENETEAU S.A.

French limited company (Société Anonyme) with Management and Supervisory Boards

Share capital: €8,714,720 Registered office: Les EMBRUNS - 16 boulevard de la Mer

85803 Saint Gilles Croix de Vie – France Trade and company register: RCS La Roche sur Yon B 487 080 194 APE code: 741J

Fiscal year: September 1st to August 31st

Consolidated balance sheet at February 28th, 2006 ASSETS Net at Net at Note Feb 28, 06 Aug 31, 05 (’000) (€’000) Intangible fixed assets 1,446 1,435 Tangible fixed assets 194,153 183,975 Equity interests in affiliated companies

7,067 6,749

Long-term financial investments 518 445 Deferred tax assets 1,544 1,512

Non-current assets 204,728 194,116 Inventories and work-in-progress 193,892 111,291 Trade and other receivables 101,404 69,869 Other receivables Note 7 24,428 21,116 Income tax receivable 38 Other financial assets Note 4 35,999 148,712 Cash and cash equivalents Note 4 14,439 15,398

Current assets 370,200 366,386 Total assets 574,928 560,502

� ����

SHAREHOLDERS’ EQUITY AND LIABILITIES

Feb 28, 06 Aug 31, 05

Note

(€’000) (€’000)

Share capital 8,715 8,715 Additional paid-in capital 27,850 27,850 Treasury stock -30,866 -26,327 Consolidated reserves 271,142 226,766 Consolidated income 14,721 64,414

Shareholders’ equity (Group share) 291,562 301,418 Minority interests 17 35

Total shareholders’ equity Note 5 291,579 301,453 Provisions Note 6 4,512 4,472 Staff benefits Note 6 6,822 6,545 Long-term loans 1,726 2,185 Deferred tax liabilities 839 423

Non-current liabilities 13,899 13,625 Short-term loans and current portion of long-term loans

26,137 17,126

Trade and other payables 127,616 78,579 Other payables Note 7 107,536 133,800 Other provisions 7,961 7,921 Other financial liabilities 92 0 Tax liabilities due 108 7,998

Current liabilities 269,450 245,424 Total shareholders’ equity and liabilities

574,928 560,502

� ����

Consolidated income statement at February 28th, 2006

INCOME STATEMENT Note

Feb 28, 06

Aug 31, 05

Feb 28, 05

(€’000) (€’000) (€’000) Sales Note 9 318,868 774,135 305,440 Other operating revenues 687 997 434 Purchases consumed -211,531 -392,627 -206,498 Staff costs -95,771 -185,309 -89,798 External expenses -43,697 -69,036 -38,580 Non-recurring expenses 0 -3,030 0 Tax -6,103 -12,022 -5,427 Depreciation -18,077 -31,829 -15,482 Change in inventories of finished products and work-in-progress

76,214 13,305 71,272

Other operating income and expenses -149 -978 -1,221 Operating profit Note 9 20,441 93,606 20,140 Income from cash and cash equivalents 846 1,364 685 Gross cost of financial debt -669 -821 -277 Net cost of financial debt 177 543 408 Other financial income and expenses Note 7 1,156 2,681 1,029

Net income from equity-consolidated affiliates 360 1,147 451

Corporate income tax -7,401 -33,535 -7,225 Net income for the period Note 9 14,733 64,442 14,803 Minority interests 12 28 10 Net income (Group share) 14,721 64,414 14,793 Earnings per share 0.90 3.90 0.90 Diluted earnings per share 0.90 3.90 0.90

� ����

CHANGE IN SHAREHOLDERS’ EQUITY

€’000 Capital stock

Additional paid-

in capital

Treasury stock

Consolidated reserves

Translation adjustments

Net income

Shareholders’ equity

(Group share)

Minority interest

s

Total shareholders’

equity

Net position at Aug 31, 04 8,715 27,851 -26,365 193,876 -6,881 58,275 255,470 29 255,499

Allocation of earnings for 2003/04 58,275 -58,275 0 0

Dividends paid -20,089 -20,089 -22 -20,111

Foreign currency translation adjustments

-81 -81 -81

Share issues 0 0

Changes in treasury stock 38 1,494 1,532 1,532

Earnings for the year 64,414 64,414 28 64,442

Other 172 172 172

Net position at Aug 31, 05 8,715 27,851 -26,327 233,729 -6,962 64,414 301,418 35 301,453

Allocation of earnings for 2004/05 64,414 -64,414 0 0

Dividends paid -21,643 -21,643 -30 -21,673

Foreign currency translation adjustments

971 971 971

Share issues 0 0

Changes in treasury stock -4,539 14 -4,525 -4525

Earnings for H1 2005/2006 14,721 14,721 12 14,733

Other (1) 620 620 620

Net position at Feb 28, 06 8,715 27,851 -30,866 277,134 -5,991 14,721 291,562 17 291,579

(1) Detailed breakdown of other changes - IAS 32-39 €638 thousand (Note 7) - IFRS 2 €226 thousand - Other €(224) thousand

� ����

CASH-FLOW STATEMENT

€’000 Feb 28, 06 Aug 31, 05 Net income for the period 14,373 63,296 Elimination of income and expenses without any impact on cash-flow or unrelated to operations

18,867 33,856

Impact of translation differences on earnings 0 Depreciation and provisions 18,451 34,563 Capital gains or losses on disposals 2 15 Deferred tax 414 -722 Operating cash-flow 33,239 97,152

Change in working capital needs (91,574) (6,862)

Inventories and work-in-progress (81,877) (17,096) Receivables (34,816) (603) Tax due 7,928 1,425 Payables 17,192 9,412 Total 1 – Cash-flow from operating activities (58,335) 90,290

Investment activities Fixed asset acquisitions (28,352) (72,177) Fixed asset disposals 552 523 Fixed asset-related liabilities (10,393) 7,457 Total 2 – Cash-flow from investment activities (38,193) (64,197)

Financing activities Change in share capital 622 (565) Treasury stock (4,525) 1,532 Dividends paid to shareholders (21,674) (20,593) Payments received in respect of financial debt 3,842 13,408 Repayments of financial debt (308) (9,142) Total 3 – Cash-flow from financing activities (22,043) (15,360)

CHANGE IN CASH POSITION (1+2+3) (118,571) 10,733

Cash position at year-start 160,242 149,528 Cash position at year-end 42,044 160,242 Of which, treasury stock 0 5,245 Other marketable securities 35,999 143,467 Cash and cash equivalents 14,439 15,398 Bank overdrafts (8,394) (3,867) Impact of changes in exchange rates 373 (18) Net cash at year-end (excl. treasury stock) (*) 23,075 140,133

(*) At February 28th, 2005, €34,287 thousand

� ����

FOREWORD TO THE NOTES ON THE INTERIM FINANCIAL STATEMENTS The interim financial statements are presented for the period ended February 28th, 2006 in line with all of the standards published by the International Accounting Standards Board (IASB) and adopted by the European Union. The Bénéteau Group has chosen to present its interim financial statements in accordance with the so-called “hybrid” method, as per Recommendation 99-R-01 and the position adopted by the French securities regulator (Autorité des Marchés Financiers, AMF): the accounts are drawn up in accordance with the accounting and valuation rules applicable under IFRS, and the information on these accounts is presented pursuant to the national regulations in force. Insofar as the financial statements for the year ending August 31st, 2006 will need to be prepared based on the IFRS standards and interpretations in force on this date, the FY 2005 figures presented for comparison with the accounts for 2006 may be different from those presented hereafter. The Group’s business is traditionally seasonal. For instance, sales over the first half of FY 2004/05 represented 39.5% of total sales for the year, while operating income accounted for 21.5% of the annual operating income. On May 9th, 2006, the Management Board approved the consolidated interim financial statements under IFRS and authorized the publication of the financial statements for the period ended February 28th, 2006. Note 1 - Highlights of the half-year period There are no highlights to report over this period. Note 2 - Accounting methods and principles The Bénéteau Group has been applying international financial reporting standards (IFRS) since FY 2005/06. Adjustments resulting from the changeover from French GAAP to the new standards have been booked against shareholders’ equity on the opening balance sheet at September 1st, 2004, in accordance with IFRS 1. Note 10 presents the reconciliation between the balance sheet at August 31st, 2004 under French GAAP, and the opening balance sheet at September 1st, 2004 under IFRS. Furthermore, certain rules specific to the first application of these standards, as per IFRS 1, have been applied. The options retained as relevant are indicated in the notes concerned. IAS 32 and 39 governing financial instruments have been applied as of September 1st, 2005. The impact of the application of these standards is presented in Note 7 relative to financial instruments.

� ���

2.1. Presentation of the consolidated financial statements The following notes and tables are presented in thousands of euros, unless otherwise indicated. Current assets comprise assets intended to be sold off or consumed in connection with the company’s normal operating cycle, or within 12 months of the close of accounts, as well as cash and cash equivalents. Current liabilities comprise debt falling due during the normal operating cycle or within 12 months of the close of accounts for the year. Other assets or liabilities are considered to be non-current. In order to draw up the consolidated financial statements, the Group's management must exercise its judgment when making estimates and assumptions that have an impact on the application of the accounting methods and the amounts recorded in the financial statements. These underlying assumptions and estimates are drawn up and reviewed on an ongoing basis in light of past experience and other factors that are considered to be reasonable in view of the circumstances. The actual values recorded may be different from the estimated values. The underlying assumptions and estimates are reexamined on a continuous basis. The impact of changes in accounting estimates is recorded during the period of the change if it only affects this period or during the period of the change and subsequent periods if they are also affected by this change. 2.2. Consolidation methods Full consolidation: Companies are fully consolidated if Bénéteau SA exercises exclusive control over them, directly or indirectly holding 50% of voting rights in consolidated companies or at least 40% of voting rights if no other shareholders have a higher controlling interest. Equity consolidation: Companies over which Bénéteau SA has a significant influence, directly or indirectly holding 20 to 50% of voting rights, are consolidated on an equity basis. Methods applied to the Group: At February 28th, 2006, the Group’s companies were exclusively controlled by Bénéteau SA. As such, the accounts of these companies are fully consolidated. Only SGB Finance, in which the Group has a 48.9992% controlling interest, is consolidated on an equity basis. Inter-company operations are eliminated for all of the Group’s companies in accordance with the consolidation rules applicable. Transactions between consolidated companies, as well as unrealized internal earnings included under fixed assets, are eliminated. The basis for consolidation and the list of subsidiaries are presented in Note 3.

� ���

2.3. Business combinations and goodwill Acquisitions made prior to September 1st, 2004 have not been restated, as permitted under IFRS 1. Goodwill amortization has been replaced by an impairment test, which must be carried out at least once a year and more often in the event of any signs of impairment in value. However, for the Bénéteau Group, the net value of goodwill on the changeover date was zero. 2.4. Currency translation method The financial statements of foreign subsidiaries are translated based on the exchange rate applicable at the close of accounts for the balance sheet, and the average exchange rate over the year for the income statement. Any exchange rate differences determined on inter-company accounts for current assets and liabilities are reclassified as translation differences and recorded under liabilities on the balance sheet. Translation differences linked to inter-company operations are booked under financial income and expenses as relevant. 2.5. Intangible fixed assets Fixed assets acquired prior to September 1st, 2004 are recorded at their historical value, since the Bénéteau Group chose not to make use of the option available under IFRS 1 to value certain tangible and intangible fixed assets at their fair value on this date. Intangible assets are booked at their acquisition cost after deducting the total amount of depreciation and impairment recorded. 2.6. Research and development costs Research spending is recorded as an expense. Development costs incurred by the Group over previous years included in the design, development and production process for the various boats have been capitalized. Development costs incurred for the production of molds are capitalized since they are part of individual projects and their ability to be recovered in the future may be reasonably considered as being assured. They are presented on the balance sheet with the corresponding molds and amortized over the same timeframes, i.e. on a straight-line basis over three years.

� ����

2.7. Amortization and depreciation of intangible fixed assets Intangible fixed assets have a set lifespan. Amortization charges are recorded as an expense on a straight-line basis in line with the estimated useful life of the intangible assets in question:

- Concessions, patents, licenses over the filing’s validity period - Software one to three years

They are subject to impairment tests whenever any signs of a loss in value are identified. 2.8. Tangible fixed assets Tangible fixed assets are valued at their acquisition cost, less the total amount of any depreciation and impairment recorded, or at their production cost for assets produced by the Group. When a tangible fixed asset has significant components with different useful lifespans, these components are recorded separately. At the time of the conversion, the Group chose to adopt the historical value for the valuation of its oldest tangible assets. 2.9. Amortization and depreciation of tangible fixed assets Amortization charges are recorded as an expense on a straight-line basis, in line with the estimated useful life of the tangible asset in question. The book values of tangible assets are subject to impairment tests whenever any events or changes in circumstances indicate that it may not be possible to recover the book value. The depreciation periods retained are as follows: - Site developments 10 to 20 years - Operating buildings 20 years - Building fixtures and fittings 10 to 20 years - Plant and equipment 3 to 10 years - Equipment fixtures and fittings 3 to 10 years - Transport equipment 3 to 5 years - Office furniture and equipment 2 to 10 years 2.10. Finance-leases Leases are recorded as finance-leases if virtually all of the economic benefits and risks inherent to ownership of the assets being leased are transferred over to the

� �����

lessee. From the outset, they are recorded on the balance sheet at the lower of either the fair value of the asset being leased or the discounted value of minimum payments under the lease. Finance-leased assets are amortized over their useful life, which in most cases corresponds to the term of the lease. Other leases are classified as operating leases. Lease charges are recorded as expenses on a straight-line basis through to the end of the lease. 2.11. Financial assets When a financial asset is initially recorded in the accounts, it is valued based on its fair value in addition to, as relevant, any transaction costs that may be directly attributed to the acquisition. Financial assets “held for transaction purposes” or “available for sale” are valued at their fair value. Changes in the fair value of financial investments held for transaction purposes are booked against earnings. Fair value changes on financial investments available for sale are booked against shareholders’ equity on a separate line until the financial investment in question is sold off or withdrawn in another way. The fair value is determined with reference to the market price published as on the closing date for financial investments that are actively traded on an organized financial market. In other cases, it is determined in relation to a virtually identical instrument traded on a given market, or by discounting the future cash-flow expected from the assets. Other long-term financial investments intended to be held through to maturity are valued at their amortized cost in line with the effective interest rate method. 2.12. Inventories and work-in-progress Inventories of materials, goods and other supplies are valued at their last known cost, which, for the majority of such inventories, is equivalent to their acquisition cost (first in, first out method), in accordance with the principles applied over previous financial years. The production cost of finished products and work-in-progress factors in, in addition to direct costs, any indirect expenses strictly attributable to production, excluding research and after-sales service costs. Construction Navale Bordeaux SA bills for its work as and when progress is made on models with completion timeframes exceeding one year. Provisions for depreciation are calculated based on the difference between the gross value, determined in line with the abovementioned principles, and the likely realizable net value.

� �����

2.13. Trade and other receivables Trade and other receivables are valued based on their fair value. Since such receivables are due to mature within one year, they are not discounted. As relevant, they may be subject to a provision for depreciation in line with the probability of them being collected at the close of accounts. 2.14. Share capital and reserves When the Group buys or sells its own shares, the amount paid or received, including directly attributable costs, is recorded as a change in shareholders’ equity. Treasury stock are deducted from the total amount of shareholders’ equity and classified as “treasury stock”. 2.15. Staff benefits Retirement benefits: The Group records provisions for retirement benefits in line with the usual measures applicable. This concerns a defined benefit system. The obligation is calculated by an independent actuary in line with the projected credit unit method, based on a discounting rate of 4%. Long-service awards (médailles du travail): Long-service awards are linked to company agreements applying to the Group’s French companies. These additional bonuses are paid in one installment to employees who have a certain level of seniority on a given date. The Group books provisions relative to their amount depending on the likelihood of employees being present in the Group on the payment date. 2.16 Stock options Stock options or warrants granted to employees must be recorded on a fair value basis. This fair value must be booked on the income statement against reserves over the period for acquiring rights to exercise options for members of staff. The fair value of options has been determined using the Black & Scholes valuation model, based on assumptions drawn up by an actuary. 2.17. Provisions Provisions are recorded if the following conditions are met: when the Group has a current obligation – legal or implied – resulting from a past event, if it is likely that any withdrawal of resources representative of economic benefits will be required in order to fulfill the obligation, and if it is possible to reliably estimate the amount of the obligation.

� �����

When the Group is waiting for compensation, under an insurance policy for example, it is recorded as a separate asset if it is almost certain to be recorded. 2.18. Trade and other payables Trade and other payables are valued based on their amortized cost. 2.19. Financial risk management In order to manage its exposure to foreign exchange risks resulting from its operations, the Group uses derivatives, currency forwards or accumulator futures. Financial instruments are initially recorded at acquisition cost. Subsequently, they are valued on a fair value basis. Any differences are booked against earnings, except when the event of any dispensatory provisions applicable under hedging accounting. For hedging accounting purposes, hedges are rated either as fair value hedging instruments, when they cover exposure to changes in the fair value of an asset or liability recorded in the accounts, or cash-flow hedging instruments, when they cover exposure to changes in the cash flow attributable to an asset or liability recorded in the accounts or a planned transaction. 2.20. Tax Deferred taxes are determined in line with the accrual method in its broadest conception for any timing differences resulting from differences between the tax and accounting bases for assets and liabilities. Statutory tax rates are used to determine deferred taxes.. Deferred tax assets, linked to losses that may be deferred, may only be recorded insofar as it is likely that future profits will be sufficient to cover the deferrable losses. 2.21. Sales Income from ordinary activities is recorded when the risks and benefits inherent to ownership are transferred over to the buyer, and their amount may be valued on a reliable basis. Amounts collected on behalf of third parties, which do not represent economic benefits attributable to the company, and certain costs linked to commercial services and discounts on payments are excluded from income from ordinary activities. Construction Navale Bordeaux SA bills for its work as and when progress is made on models with completion timeframes exceeding one year.

� �����

2.22. Earnings per share - Earnings per share This figure is determined by dividing the amount of net income by the average weighted number of shares outstanding. - Diluted earnings per share The company does not own any instruments that would lead to a dilution. As such, the figure for diluted earnings per share is equal to earnings per share. 2.23. Segment reporting The Group’ first and second levels of segment information respectively concern the business and the region. The Group's operational activities are organized and managed separately depending on the nature of the products and services provided. Within the Bénéteau Group, one segment groups together various strategic activities producing and marketing similar products on closely related markets – the boat division. Other activities are considered as reconciliation items. Sector assets and liabilities are used for or stem from this sector’s operational activities. Assets and liabilities that it has not been possible to allocate are presented as reconciliation items. Income from ordinary activities is broken down by regional segment, depending on the client's location. The Group has assets in France, Italy, Poland, Spain, the UK and the US.

� �����

Note 3 – Equity interests and basis for consolidation At February 28th, 2006, the following subsidiaries were consolidated

Tax consolidation BENETEAU SA Parent company X Registered office Siren code % interest Method Chantiers Bénéteau St Hilaire-de-Riez - France 432 632 578 100.00 FC X Bénéteau Inc. Holding Charleston – USA 100.00 FC Bénéteau USA Inc Marion – USA 100.00 FC Bénéteau U.K Southampton – UK 100.00 FC Bénéteau Espana Barcelona – Spain 99.97 FC Bénéteau Italia Parma – Italy 95.00 FC Chantiers Jeanneau Les Herbiers - France 423 894 310 100.00 FC X Ostroda Yacht Ostroda – Poland 100.00 FC Jeanneau America Inc Annapolis – USA 100.00 FC Jeanneau Espana Newco Madrid – Spain 99.00 FC Construction Navale Bordeaux Bordeaux - France 342 012 390 100.00 FC X Wauquiez International Neuville en Ferrain - France 414 556 423 99.88 FC X Mariteam Bordeaux - France 380 605 642 99.76 FC X Microcar Boufféré - France 423 869 098 100.00 FC X Microcar GMBH Willstatt Sand – Germany 100.00 FC Microcar Italia Turin – Italy 99.97 FC O’Hara Givrand - France 423 869 429 100.00 FC X O’Hara Vacances Givrand - France 449 625 920 100.00 FC X European Yacht Brokerage Nantes - France 422 067 223 100.00 FC X SGB Finance Marcq en Baroeul - France 422 518 746 49.00 EM SCI Nautilus Neuville en Ferrain - France 348 740 309 100.00 FC

FC: fully consolidated EM: equity method Note 4 - Cash and cash equivalents €’000 Feb 28, 06 Aug 31, 05 Marketable securities and accrued interest 35,999 148,712 Cash and cash equivalents 14,439 15,398 CASH AND CASH EQUIVALENTS 50 438 164,110

Cash and cash equivalents comprise cash at bank, petty cash and short-term deposits with an initial maturity of under three months. The net cash position can be broken down as follows: €’000 Feb 28, 06 Aug 31, 05 Marketable securities and accrued interest 35,999 148,712 Cash and cash equivalents 14,439 15,398 Bank borrowings and accrued interest (8,394) (3,867) NET CASH 42,044 160,243

� �����

Note 5 - Shareholders’ equity The share capital is split into 17,429,440 fully paid-up shares with a par value of €0.50. The changes in the number of treasury stock outstanding can be broken down as follows: Number Valuation (€’000) Shares at Aug 31, 05 882,070 26,327 Reclassification of treasury stock bought back under a liquidity agreement and stock options from Sep 1, 05 - IAS32

184,500 5,245

Acquisitions over the year 10,000 581 Disposals over the year (41,925) (1,287) Shares at Feb 28, 06 1,034,645 30,866

The Group has applied IAS 32 since September 1st, 2005. As such, treasury stock, previously recorded under marketable securities, were booked against shareholders’ equity at September 1st, 2005. Note 6 - Provisions €’000 Aug 31,

05 Allowance Write-

back (prov. used)

Write-back (prov.

not used)

Translation effect

Feb 28, 06

Non-current provisions 4,472 1,020 (976) (4) 4,512 Long-service award provisions

863 51 914

Retirement benefit provisions

5,682 224 2 5,908

Staff benefits 6,545 275 2 6,822 Deferred tax liabilities 423 416 839 Provisions for warranties 7,838 1,295 (466) (773) 40 7,934 Provisions for exchange rate risk

83 27 (83) 27

Total other provisions 7,921 1,322 (549) (773) 40 7,961 Total provisions 19,361 3,033 (1,525) (777) 42 20,134

Non-current provisions primarily comprise provisions for disputes, proceedings that are underway and tax-related risks.

� �����

Note 7 - Financial instruments No interest rate management instruments are used. In order to manage its exposure to foreign exchange risks resulting from its operations, the Group uses simple derivatives, basic currency forwards or forwards associated with exchange options (accumulator futures). To do so, it only undertakes such transactions with first-rate banking partners, thereby limiting its counterparty risk. The Bénéteau Group applies the hedging accounting method for such instruments in accordance with the criteria defined by IAS 39. Any change in the effective portion of such instruments is recorded against shareholders’ equity. The hedging accounting eligibility criteria are as follows: - Formal and documented existence of a hedging relationship when the financial instrument is put in place - Expected efficiency of the hedging, which may be measured on a reliable basis and demonstrated throughout the hedging relationship initially determined. For other derivatives, any gains and losses representative of changes in their market value at the closing date are booked against earnings, under “other financial expenses”. At February 28th, 2006, the portfolio of financial instruments was as follows:

Nature Volume Maturing Fair

value (€’000)

IFRS-compliant hedging

Gross impact on earnings (€’000)

Gross impact on reserves (€’000)

$ futures sales $8,403 thousand

Between March and

August 2006 -57 Yes 7 -64

£ futures sales £14,135 thousand

Between May and August

2006 -52 Yes -36 -16

PLN futures purchases

PLN 46,894 thousand

Between March and

August 2006 1,241 Yes 156 912

$ accumulator futures sales

$38,000 to $76,000 thousand

Between June and July 2006

-95 No -95 0

� ����

Note 8 – Commitments €’000 Feb 28, 06 Inter-company Given Received Endorsements 368 943 (3) Guarantees 22,948 (1) 23,760 (2) 1,001 (4) Guarantees (affiliated companies) 14,746 (1) Total Group 37,694 24,129 1,944 (1) Commitments linked to product financing contracts (2) €13,016 thousand: commitments to pay back customer deposits

€8,214 thousand: rental reservation commitments for campgrounds by O’Hara Vacances €2,376 thousand: bank guarantees €154 thousand: other commitments

(3) Payment commitments from customer banks in the event of customers defaulting (4) €1,001 thousand: commitments to reserve hook-up rentals by a tour operator Note 9 – Segment reporting H1 2005/06 Boat Other

reconciliation items

Total

Income from ordinary activities 273,861 45,007 318,868

Operating income 18,752 1,689 20,441 H1 2004/05 Boat Other

reconciliation items

Total

Income from ordinary activities 263,319 42,121 305,440 Operating income 19,543 597 20,140 FY 2004/05 Boat Other

reconciliation items

Total

Income from ordinary activities 685,050 89,085 774,135 Operating income 91,813 1,793 93,606

� ����

Note 10 IFRS changeover As recommended by the stock market regulators, and notably the recommendation issued on December 30th, 2003 by the Committee of European Securities Regulators, figures and information are presented below relative to FY 2004/05 drawn up under IFRS. These figures and information have been prepared in accordance with IFRS 1, “First adoption of international financial reporting standards”, applying the IFRS framework in force as at September 1st, 2004, as published by the IASB and adopted by the European Commission, with the exception of IAS 32 and IAS 39 relative to financial instruments, under which an option is available to only apply them as of the year starting September 1st, 2005. However, insofar as the financial statements for the year ending August 31st, 2006 will need to be drawn up under the IFRS standards and interpretations in force at that time, the figures for 2005 presented for comparison with the accounts for 2006 may be different from those presented hereafter. 10.1. Reconciliation of consolidated shareholders’ equity The reconciliation between shareholders’ equity under French GAAP and shareholders’ equity under IFRS can be broken down as follows at August 31st, 2005 and September 1st, 2004. €’000 Note Aug 31, 05 Aug 31, 04 Consolidated shareholders’ equity under RC 99-02

300,977 256,293

Elimination of intangible assets 10.3.3.a -470 -534 Cancellation of accruals -375 -517 Mold development costs 10.3.3.a 3,118 2,594 Difference in valuation of staff benefits 10.3.3.b -1,832 -2,140 Other 0 -227 Consolidated shareholders’ equity under IFRS 301,418 255,469

� �����

10.2. Reconciliation of consolidated net income The reconciliation between consolidated net income under French GAAP and consolidated net income under IFRS for FY 2004/05 can be broken down as follows: €’000 Note Feb 28, 05 Aug 31, 05 Consolidated net income under RC 99-02 14,645 63,895 Depreciation of intangible assets not retained under IFRS

10.3.3.a 32 64

Cancellation of accruals 71 142

Mold development costs 10.3.3.a 262 523

Provisions on staff benefits 10.3.3.b -130 -253 Stock options 10.3.3.c -87 -173 Valuation of financial instruments 0 0 Other 216 Consolidated net income under IFRS 14,793 64,414

10.3. Review of key differences The main differences between French GAAP and IFRS are detailed below: 10.3.1. Differences linked to IFRS 1 – First adoption of international financial reporting standards IFRS 1 covers the conditions for applying IFRS for the first time. This standard offers "first-time adopters” a certain number of exceptions to the total retroactive application principles when applying IFRS. The options retained by Bénéteau are as follows: • Business combinations. IFRS 1 offers the option to not restate business

combinations prior to the changeover date, i.e. September 1st, 2004. The Group chose this option, and acquisitions carried out before this date have not been restated in the opening balance sheet under IFRS.

• Tangible and intangible assets. The Bénéteau Group chose to not use the option

available under IFRS 1 to value certain tangible and intangible fixed assets at their fair value as at September 1st, 2004. Fixed assets are presented at cost.

• Translation adjustments: in connection with the first application of IFRS, the

Group chose to reset any translation differences relative to the consolidation of subsidiaries in foreign currencies.

IAS 32 and IAS 39: these standards are applicable for financial years starting as of January 1st, 2005. Bénéteau decided against the early application of these

� �����

standards. In this way, the financial statements at August 31st, 2004, February 28th, 2005 and August 31st, 2005 are not affected by the application of these standards. �

The impact on consolidated shareholders’ equity at September 1st, 2005 was as follows: � Fair value of financial instruments €638 thousand � Reclassification of treasury stock -€5,245 thousand

10.3.2. Presentation differences a. Sales

Pursuant to IAS 18, income from ordinary activities represents income gross of

economic benefits over the year in connection with the company's ordinary activities on its own behalf. Any amounts collected on behalf of third parties do not represent economic benefits attributable to the company. Commissions and freight out are restated.

Furthermore, certain costs linked to commercial services and discounts on payments must be deducted from sales.

€’000 Feb 28, 05 Aug 31, 05 Sales under 99-02 314,890 799,190 Commissions (2,643) (9,381) Freight out (5,401) (12,101) Discounts (1,406) (3,573) Sales under IFRS 305,440 774,135

b. Presentation of the net financial result

The net financial result is now broken down between: � The net cost of financial debt, including cash-related income � Other financial income and expenses

c. Presentation of non-recurring items In the consolidated financial statements drawn up under French GAAP, non-recurring items were excluded from operating income and presented on a separate line on the income statement. Under IFRS, non-recurring operations represent a limited number of items corresponding to relatively infrequent events. These items have been included in the figure for total operating income, under “other operating income and expenses”. In 2004/05, this primarily comprised €2.9 million in donations for the Bénéteau Foundation.

� �����

d. Presentation of the consolidated balance sheet

In the consolidated financial statements drawn up under French GAAP, the consolidated balance sheet is presented in the order of liquidity for assets and liabilities. Under IAS 1, Presentation of the financial statements, assets and liabilities must be presented separately, both for current and non-current items.

e. Deferred tax

In the consolidated financial statements drawn up under IFRS, deferred tax must be recorded under non-current items and presented on a separate line on the consolidated balance sheet.

10.3.3. Other differences a. Intangible fixed assets

In the consolidated financial statements drawn up under French GAAP, goodwill comprises identifiable assets that are reflected under the entry for “other net intangible fixed assets” on the consolidated balance sheet. Intangible fixed assets recorded in the financial statements under 99-02 that do not comply with the definition of an asset under IAS 38 have been restated under shareholders’ equity. Furthermore, in line with IAS 38, development costs must be recorded as assets on the balance sheet when they fulfill certain conditions. In the Bénéteau Group, the development costs identified in this way are those incurred for the development of molds. At September 1st, 2004, they totaled €4 million and are presented on the balance sheet with their corresponding molds and amortized over the same timeframes as the latter. The impact on earnings for 2004/05 comes out at +€0.8 million, corresponding to the capitalization of development costs for the year (+€3.5 million), less any depreciation allowances for development costs previously capitalized (-€2.7 million).

b. Staff benefits

By applying IAS 19, the Group has recalculated its commitment for retirement benefits in line with the projected credit unit method, while maintaining the principal assumptions in terms of rates (discounting, turnover, wage growth). The impact on provisions for retirement benefits came to €2.4 million at September 1st, 2004 and €0.4 million on earnings for 2004/05. The commitment relative to long-service awards was booked for the first time in the consolidated financial statements for 2004/05 under French GAAP. As such, the application of IFRS only has an impact on the opening shareholders’ equity position at September 1st, 2004.

� �����

c. Share-based compensation

Pursuant to IFRS 2, Share-based payments, stock options or warrants granted to employees must be measured at their fair value. This fair value must be booked on the income statement over the period for acquiring rights to exercise options for members of staff. The fair value of options has been determined using the Black & Scholes valuation model, based on actuarial assumptions. The application of IFRS 2 has not had any impact on the Group's shareholders' equity or consolidated balance sheet. The expense booked in 2004/05 for stock options totaled €173 thousand. The contra item for this entry represents a change in shareholders’ equity by the same amount.

� �����

ACTIVITY REPORT FOR THE FIRST HALF OF THE YEAR

FISCAL YEAR 2005/06 The Group's sales are up 4.4% from €305.4 million last year to €318.9 million. On a constant exchange rate basis, sales totaled €316.6 million, representing an increase of 3.7%. Operating income came to €20.4 million, up 1.5% on last year. Consolidated net income is up to €14.7 million, compared with €14.8 million the previous year. Earnings for the first half of the year are in line with the annual objectives for FY 2005/06 announced to financial analysts at the beginning of February 2006: sales growth of 3 to 5% and provisional net income of between €64 and €67 million. �

� �����

STATUTORY AUDITORS' REPORT ON THEIR LIMITED REVIEW OF THE INTERIM FINANCIAL STATEMENTS �

Period from September 1st, 2005 to February 28th, 2006 Dear shareholders,

In our capacity as statutory auditors and in accordance with the provisions of Article L. 232-7 of the French commercial code (Code de Commerce), we have:

• Conducted a limited review of the earnings and activity information presented in the form of consolidated interim financial statements for Bénéteau SA relative to the period from September 1st, 2005 to February 28th, 2006, as appended to the present report;

• Checked the information given in the half-year report.

These consolidated interim financial statements have been drawn up under the responsibility of the Management Board. Our responsibility is to express an opinion on these financial statements based on our limited review.

In line with the changeover to IFRS, as adopted within the European Union, for drawing up the consolidated financial statements for FY 2005/06, the consolidated interim financial statements have been prepared for the first time in accordance with the IFRS accounting and valuation principles adopted in the European Union, in the form of interim accounts as per the AMF’s general regulations. For comparison, they include data for FY 2004/05 and the first half of 2004/05 restated under the same rules.

We conducted our limited review in accordance with the industry standards applicable in France. These standards require that we plan and perform the review to obtain reasonable assurance, although less so than will a full audit, that the consolidated interim financial statements are free from any material misstatements. Such a review does not include all of the verifications of a full audit, but is limited to carrying out analytical procedures and obtaining any information that we deem necessary from management or any other competent parties.

On the basis of our limited review, we certify that the consolidated interim financial statements are, in view of on the one hand, the disclosure and presentation rules applicable in France, and on the other, the IFRS accounting and valuation principles adopted within the European Union, as described in the notes, fair and accurate in all material respects.

However, without calling into question the opinion expressed above, we would like to draw your attention to the following points:

• Note 2.2, which presents the options retained, in line with the AMF’s position, for the presentation of the consolidated interim financial statements, which do not

� �����

include all the notes required under IFRS, as adopted within the European Union and making it possible to faithfully reflect, in view of these standards, the assets, liabilities, financial position and earnings of the consolidated Group comprising the companies included in the basis for consolidation.

• The foreword to the notes, which presents the reasons why the comparative information that will be presented in the consolidated financial statements at August 31st, 2006 and in the consolidated interim financial statements at February 28th, 2007 may be different from the accounts included in the present report.

In accordance with professional standards applicable in France, we also verified the information provided in the half-year report commenting on the consolidated interim financial statements that were the subject of our limited review.

We do not have any observations to make regarding the sincerity of this information or its application for the consolidated interim financial statements.

Nantes and La Roche sur Yon, May 31st, 2006

The Statutory Auditors

KPMG Audit KPMG SA department

Atlantique Révision Conseil - A.R.C.

Franck Noël Jacques Delpech Partner Partner