009 2 / Milestones 2008 Milestones Milestones 2008 / 2009 www.lagardere.com Document prepared by the Corporate Communications Department This document is printed on paper from environmentally certified sustainably PEFC/10-31-1222 managed forests. (PEFC/10-31-1222) Grasset 817_MIL09_covHD_c03_T2_UK.indd 2 15/06/09 11:06 à écout res er liv s e 859_MIL09_corpo_T2.indd 1 d 15/06/09 12:03 P r o fi l e Lagardère, a world-class pure-play media group led by Arnaud Lagardère, operates in more than 40 countries and is structured according to four distinct, complementary business lines: • Lagardère Publishing, its book-publishing business segment. • Lagardère Active, which specializes in magazine publishing, audiovisual (radio, television, audiovisual production) and digital activities, and advertising sales. • Lagardère Services, its travel retail and press-distribution business segment. • Lagardère Sports, which specializes in the sports economy and sporting rights. Lagardère holds a 7.5% stake in EADS, over which it exercises joint control. 2 Milestones 2008 / 2009 859_MIL09_corpo_T2.indd 2 15/06/09 12:03 Grasset Pr o fi l e 3 859_MIL09_corpo_T2.indd 3 15/06/09 12:04 GOVERNANCE Arnaud Lagardère editorial I am convinced that we must continually cultivate and strengthen our company fundamentals, which are both straightforward and sound. By giving concrete expression to our strategic perspective as a pure-play media company focusing on content creation, we have achieved unquestioned legitimacy and are now striving for leadership at global level. With the diversifi cation of our activities, both geographically and by business line, we have assembled a well-balanced portfolio of complementary assets. In addition, by putting the emphasis on fi nancial discipline – through “We face the future rigorous cost control and a well thought-out choice of acquisitions – with confi dence.” our company enjoyed a solid, healthy balance sheet at year-end 2008. These fundamental touchstones are always in mind when we innovate and develop our business lines. This attitude permeates each business segment: Lagardère Publishing (book publishing), Lagardère Active (press, audiovisual and digital activities, plus advertising sales), Lagardère Services (travel retail and press distribution) and Lagardère Sports (the sports economy). With the benefi t of our sound constitution, identity as a family company and continued EBIT growth in 2008, we face the future with confi dence. Arnaud Lagardère 4 Milestones 2008 / 2009 859_MIL09_corpo_T2.indd 4 15/06/09 12:04 Governance 5 859_MIL09_corpo_T2.indd 5 15/06/09 12:04 GOVERNANCE (continued) Management team 2008 United behind Arnaud Lagardère and the Company's Managing Partners, the management team meets on a regular basis in order to: • Defi ne corporate strategy. • Coordinate its development and control procedures. • Make the principal management decisions as they arise and see to their implementation at group level and within each business unit. The team exercises joint vigilance over Company growth and development, which depend in large part on the talent and professionalism of the Group’s entire staff. 6 Milestones 2008 / 2009 859_MIL09_corpo_T2.indd 6 15/06/09 12:04 Thierry Funck-Brentano Arnaud Molinié Chief Human Relations Chief of Strategy and Development, and Communication Offi cer, Lagardère SCA Lagardère SCA Chairman, Lagardère Entertainment Member of the Executive Committee Member of the Executive Committee Dominique D’Hinnin Jean-Paul Gut Chief Financial Offi cer, Chief of International Affairs, Lagardère SCA Lagardère SCA Member of the Executive Member of the Executive Committee Committee Virginie Banet Arnaud Lagardère Ramzi Khiroun General Partner, Chief Spokesperson, Lagardère SCA of Investors Relations, Lagardère SCA Lagardère SCA Chief of External Relations Philippe Camus Pierre Leroy Co-Managing Partner, Co-managing Partner, Lagardère SCA Lagardère SCA Arnaud Nourry Olivier Guiguet Chairman Chairman and Chief Executive Offi cer, and Chief Executive Offi cer, Hachette Livre Lagardère Sports Didier Quillot Jean-Louis Nachury Chairman Chairman and Chief Executive Offi cer, and Chief Executive Offi cer, Lagardère Active Lagardère Services Governance 7 859_MIL09_corpo_T2.indd 7 15/06/09 12:07 GOUVERNANCE Trend chart /// Legal characteristics of French limited partnerships with shares A French limited partnership with shares (société en commandite par actions – SCA) has two categories of partners: • one or more general partners (associés commandités) – they are indefi nitely liable for the Company’s liabilities; • limited partners (associés commanditaires or shareholders) – their situation is the same as that of shareholders in a corporation (société anonyme). They are represented by a Supervisory Board. A limited partnership with shares is managed by one or more managing partners (gérants), who may be individuals or corporate entities. They are selected from amongst the limited partners or third parties, but may not be shareholders. Because of the two categories of partners, corporate decisions are taken at two different levels: by the limited partners in general meetings, and by the general partners. Members of the Supervisory Board are appointed only by the limited partners. If a general partner is also a limited partner he cannot take part in the vote. Both French law and the specifi cities of its by-laws give Lagardère SCA, a French limited partnership with shares, a very modern structure that is perfectly suited to meet the demands of corporate Governance. It meets the two basic principles of establishing a clear distinction between management and control while associating very closely shareholders to the Company’s correct operations and progress. This structure is characterized as follows: • It establishes a very clear distinction between the Managing Partners, who are responsible for the running of the business, and the Supervisory Board which represents the shareholders. • The Supervisory Board is entitled to oppose the appointment of a Managing Partner or the renewal of his appointment by the General Partners. The fi nal decision is vested in the shareholders. • The two General Partners’ unlimited liability to the full extent of their assets is evidence of the proper balance between fi nancial risk, power and responsibility. • The Supervisory Board wields the same powers as the Statutory Auditors. 8 Milestones 2008 / 2009 859_MIL09_corpo_T2.indd 8 15/06/09 12:07 – w /// General Partners Arnaud Lagardère Société Arjil Commanditée - ARCO /// Statutory Auditors /// Managing Partners Ernst & Young et Autres Arnaud Lagardère Mazars Société Arjil Commanditée - ARCO represented by: Arnaud Lagardère, Chairman and Chief Executive Officer Philippe Camus, Vice-President, Chief Operating Officer Pierre Leroy, Director, Chief Operating Officer /// The Supervisory Board in 2008 The Supervisory Board, which Date of appointment Date of expiry maintains ongoing control or reappointment of the mandate over the management of the Company, is made up of 15 Chairman of the Board members at most, appointed Chairman of the Audit Committee for a maximum term of six years and reappointed (2) Raymond H. Lévy 11 May 2004 AGO 2010 thereafter by third parties every two years. Each Member of the Board member is required to own at least 150 shares issued by Bernard Arnault 11 May 2004 AGO 2010 (2) the Company. René Carron 11 May 2004 AGO 2010 (2) In addition to the expertise (2) it brings together, the Martine Chêne 29 April 2008 AGO 2014 composition of the board is Georges Chodron de Courcel 02 May 2006 AGO 2012 (2) characterized by a majority of “independent” members, François David (1) 29 April 2008 AGO 2014 (2) all notable figures who have Groupama SA 29 April 2008 AGO 2014 (2) freely agreed to become part of the board. Represented by Mr. Helman le Pas de Sécheval (1) (Chief Financial Officer, Groupama) Pierre Lescure 29 April 2008 AGO 2014 (2) Christian Marbach (1) 02 May 2006 AGO 2012 (2) Bernard Mirat (1) 02 May 2006 AGO 2012 (2) Javier Monzón 29 April 2008 AGO 2014 (2) Didier Pineau-Valencienne (1) 29 April 2008 AGO 2014 (2) Henri Proglio 11 May 2004 AGO 2010 (2) François Roussely 11 May 2004 AGO 2010 (2) Secretary Laure Rivière-Doumenc (1) Member of the Audit Committee. (2) Annual General Meeting to be held to approve the previous year’s financial statement. Trend chart 9 859_MIL09_corpo_T2.indd 9 15/06/09 12:07 TREND CHART (continued) /// Summary of financial data per share in € 2006 2008 2007 restated (1) Non-diluted Diluted (2) Non-diluted Diluted (2) Non-diluted Diluted (2) Consolidated net earnings 4.62 4.62 4.03 3.99 2.13 2.09 (Group share) per share Shareholders’ equity 33.88 33.88 34.47 34.21 32.93 33.11 (Group share) per share Cash flow per share 5.43 5.43 5.99 5.95 6.17 6.07 Market price at 31 December 29.00 51.29 61.00 Dividend 1.30 1.30 1.20 (1) 2006 data per share established on the basis of restated accounts by retrospectively applying the equity method of consolidation to jointly controlled entities and the equity accounting method of actuarial gains and losses relating to reserves for pension costs and similar obligations. (2) Dilution reflecting the exercise of share options and bonus shares granted to personnel. 10 Milestones 2008 / 2009 859_MIL09_corpo_T2.indd 10 15/06/09 12:07 /// Changes in share price since the beginning of 2008 in euros in points 60 6,500 6,000 50 5,500 5,000 40 4,500 4,000 3,500 30 3,000 2,500 20 2,000 1,500 Lagardère 10 1,000 CAC 40 500 0 0 08 Jan 08 Feb 08 March 08 April 08 May 08 June 08 July 08 Aug Sept 08 Oct 08 Nov 08 Dec 08 Jan 09 Feb 09 /// Shareholders’ Consultative Committee In 1997, Lagardère formed a Shareholders’ Consultative Committee, which meets twice per year. These meetings coincide with the publication of the annual and half-yearly results. The committee comprises 12 individual shareholders and one representative of the legal entities whose purpose is to represent shareholders at general shareholders’ meetings.