Modamax gives further indications in relation to the agreement with Sandell Asset Management for the purchase of its 10.4% stake in the share capital of Camaieu. Paris, 13 December 2005.

Further to the conference call held with analysts on September 12 2005 at 4:00 pm, Modamax indicates that the agreement entered into with Castlerigg Master Investments Ltd. («Castlerigg»), an investment fund managed by Sandell Asset Management Corp., includes a provision pursuant to which, in the event that the tender offer to be filed by Modamax following the purchase of the Camaïeu shares held by Castlerigg is filed at a price per Camaïeu share higher than 130 euros, Modamax shall pay to Castlerigg an additional amount per Camaïeu share acquired from Castlerigg equal to the difference between such higher price and the price of 130 euros per Camaïeu shares.

Modamax also indicates that Castlerigg has undertaken, vis-à-vis Modamax, that neither it, nor any of its affiliates, shall acquire, whether on the market or off market, Camaïeu shares for a six month period following the closing of the tender offer to be filed by Modamax. Such an undertaking shall automatically terminate if the acquisition by Modamax of the Camaïeu shares held by Castlerigg has not occurred by December 30, 2005.

Modamax further indicates that as was stated in the press release published on December 12, 2005:

• Castlerigg’s undertaking to sell its Camaïeu shares at the price of 130€ is irrevocable;
• the effective completion of the transaction with Castlerigg, scheduled to occur on December 30, 2005 at the latest, is conditional upon the banks retained by Modamax making available the financing to acquire Castlerigg’s shares in Camaïeu and the shares tendered in the subsequent public offer.
• following the acquisition of Castlerigg’s stake in Camaïeu, Modamax will file a public offer for all of Camaieu’s remaining shares and will offer to all Camaieu’s shareholders to purchase their shares at the same price, i.e. €130 per share.

About Camaïeu:

Camaïeu is a large distributor of ready-to-wear garments for fashion conscious women aged 20 to 40, looking for everyday clothes at affordable prices.
In 2004, Camaïeu’s revenue amounted to €393 million and its bottom line reached €41 million. As at December 31, 2004, the group comprised 442 retail outlets in 8 countries.

For more information, camaieu.com

Media relations:

Camaïeu:

Bénédicte Delaby – Tel.: +33 (0) 3 20 99 71 13
bdelaby@camaieu.fr

AXA Private Equity:

Tel.: +33 1 (0) 44 45 92 20