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Gucci Response to Alternative LVMH Offers

AMSTERDAM, The Netherlands, Mar 22, 1999 / -- Gucci Group NV confirmed today that it had received two alternative offers from LVMH on Sunday, March 21, 1999.

The first offer, at $85 per share for all shares of Gucci other than shares owned by Pinault-Printemps-Redoute ("PPR") and the ESOP, included a number of conditions and was not open to all shareholders.

Accordingly, the Supervisory Board concluded that the $85 per share offer could not be considered.

The second offer, at $81 per share for 100% of the shares of Gucci including shares owned by PPR, also contained a number of conditions, including a requirement that "upon completion [of the offer] LVMH holds more than 50% of the fully diluted capital of Gucci and that the agreement with PPR shall be terminated at no cost to the Company."

Notwithstanding the existence of a condition beyond the control of the Supervisory Board of Gucci, the Board determined that the $81 per share offer should be given serious consideration because it is open to all shareholders.

In addition, the Supervisory Board proposed to LVMH that discussions take place between representatives of Gucci and representatives of LVMH in accordance with the Dutch Merger Code.

Following such discussions, the Supervisory Board of Gucci intends to deliberate further and take a formal position regarding LVMH's $81 per share offer.

As announced on March 19, 1999, Gucci entered into a strategic investment agreement with PPR pursuant to which Gucci issued approximately 39 million shares to PPR in exchange for approximately $3 billion.

The agreement includes a five-year standstill period during which PPR cannot increase its shareholding in Gucci above 42 per cent of the then outstanding shares on a fully diluted basis.

The standstill is suspended or terminated under certain circumstances including a third party's public offer for Gucci.

In such case PPR is free to purchase additional shares only if it makes a 100 per cent offer for Gucci shares.

The standstill also allows PPR to increase its shareholding (through open market purchases or the exercise of an option from Gucci priced at the higher of 120% of the average trading price during the prior 20 days and $85) in the event that a third party aggregated with 5% holders that are not financial institutions accumulates more than 25 million Gucci shares.

In these cases, PPR is permitted to increase its ownership on a share-for-share basis. The strategic investment agreement is being filed today with the Amsterdam Stock Exchange, the New York Stock Exchange and the U.S. Securities and Exchange Commission.

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