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Vilmorin & Cie

Share Issue/Capital Change Mar 1, 2010

1751_rns_2010-03-01_08c5d63c-1c18-4c99-a7fd-332eaebe2e13.pdf

Share Issue/Capital Change

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March 1st 2010

Public limited company with Board of Directors, with a capital of 204 225 819.25 Euros. Head Office: 4, Quai de la Mégisserie – F-75001 PARIS Registration 377 913 728 Paris Fiscal year from July 1st to June 30th

Vilmorin announces that its principal shareholder supports its considered share capital increase by way of a subscription commitment of €150 million

Further to the announcement, on February 24, 2010, of its proposed share capital increase with maintenance of preferential subscription rights for a total amount of approximately €200 million, Vilmorin specifies that its principal shareholder has expressed its intent to support this transaction.

If the share capital increase is launched, Groupe Limagrain Holding (GLH), held by the Limagrain cooperative, would therefore commit to participate in this transaction for an amount of €150 million.

This support is part of the long-term partnership between GLH and Fonds Stratégique d'Investissement (FSI), including, inter alia, an investment to be made by FSI in GLH for an amount of €150 million, in accordance with the terms of the press release issued jointly by FSI and GLH on the date hereof.

It is reminded that this share capital increase would be aimed at strengthening Vilmorin's shareholders' equity in order to provide Vilmorin with the financial means to accelerate its development and make its way toward a transformational change. For Vilmorin the purpose would be to contribute to financing its organic growth strategy (new types of seeds and new technologies) as well as its external growth, through targeted international acquisitions (in particular in Asia), both in the vegetable and field markets.

"By supporting our transaction, Limagrain confirms its commitment to accompany Vilmorin's development in a long-term, pro-active vision. The agreement entered into between Groupe Limagrain Holding and FSI reflects the recognition of Vilmorin's expertise and assets. This investment occurs at a decisive time of the company's acceleration of growth, as it is making its way toward a transformational change ", said Adrian Huige, Vilmorin's CEO.

The upcoming launch of the share capital increase remains subject to market conditions, as well as to the receipt of the Visa of the French financial markets authority (Autorité des marchés financiers) with respect to the French Prospectus relating to this issuance.

Vilmorin has appointed Natixis and Société Générale Corporate & Investment Banking to accompany it in its share capital increase.

Not for distribution in or into the United States, Canada, Japan or Australia. This communication is not offering material and is for information purposes only.

COMING DISCLOSURES FOR 2009-2010

Monday May 3rd 2010 at the end of the day: sales at the end of the 3rd quarter. Tuesday August 3rd 2010 at the end of the day: sales for the fiscal year. Wednesday October 6th 2010 at the end of the day: results for the fiscal year.

Listed on NYSE Euronext Paris (compartment B), Vilmorin's quotation is included in the Next 150, CAC Mid 100 and SBF 120 indices, and is eligible for SRD (Deferred Settlement Order). ISIN code: FR0000052516 (RIN).

For any further information, please contact:

Daniel JACQUEMOND Claire PLANCHE

Chief Financial Officer Financial Communication Officer [email protected] [email protected]

Vilmorin & Cie BP 1 – F-63720 CHAPPES Tel: + 33 (0)4 73 63 41 95 - Fax : + 33 (0)4 73 63 41 80

www.vilmorin.info

Not for distribution in or into the United States, Canada, Japan or Australia. This communication is not offering material and is for information purposes only. This announcement does not, and shall not, in any circumstances, constitute a public offering nor an invitation to the public in any jurisdiction in connection with any offer.

More comprehensive information about Vilmorin & Cie ("Vilmorin") may be obtained on its Internet website (www.vilmorin.info), including its Document de Référence filed under n° D.09-0742 on November 6, 2009, with the Autorité des marchés financiers ("AMF") and its update of the Document de Référence filed under n° D.09-0742-A01 on February 24, 2010 (also available on the Internet website of the French Autorité des marchés financiers, www.amf-france.org).

This press release contains certain forward-looking statements. Although Vilmorin believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in the forward-looking statements.

For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of to differ from those contained in the forward-looking statements, please refer to the Risk Factors ("Facteurs de Risque") section of the Document de Référence and its update filed with the AMF.

This press release and the information it contains do not constitute an offer to sell or subscribe or a solicitation of an order to buy or subscribe securities in any country. In France, securities may not be offered or sold without a prospectus approved by the Autorité des marchés financiers. The distribution of this press release may be restricted in certain countries by applicable laws and regulations. Persons who are physically located in those countries and in those in which this press release is circulated, published or distributed must inform themselves about and comply with such restrictions.

This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Vilmorin does not intend to register securities or conduct a public offering in the United States; and no US person may, and only persons located outside the United States may, exercise any preferential subscription rights or otherwise purchase any shares mentioned in the press release.

In the United Kingdom, this document is only being distributed to, and is only directed at, persons that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Not for distribution in or into the United States, Canada, Japan or Australia. This communication is not offering material and is for information purposes only.

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