Convening Notice
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Convening Notice Annual Ordinary and Extraordinary Combined General Meeting of Lagardère SCA On Tuesday, May 2, 2006 at 10:00 am At the Palais des Congrès 2, place de la Porte Maillot - 75017 Paris Participating in the Annual General Meeting 2 Agenda 4 Draft resolutions submitted by the Managing Partners 5 Managing partners and Members of the Supervisory Board 9 Executive Summary 13 Results of the last five financial years 40 This English version of Lagardère convening notice has been prepared for the convenience of the English language readers. It is a translation of the original “Avis de convocation”. It is intended for general information only and should not be considered as completely accurate owing to the unavailability of English equivalents for certain French legal terms. Participating in the Annual General Meeting I Attending the Meeting: Participants must be holders of a registered share account in the Shareholders who wish to attend this Meeting are Company’s books at least five days before the meeting date. kindly requested to first complete and sign the admission card request, insert it into the special All documents that are legally required to be communicated postage paid envelope enclosed herein and mail at annual General Meetings will be available for consultation it to the address below: by shareholders’ at the head office or at the securities ARLIS department of LAGARDERE SCA, ARLIS - 6, rue Laurent- 6, rue Laurent-Pichat - 75216 PARIS CEDEX 16 Pichat, 75016 Paris. I Shareholders who cannot attend the Meeting in person: May choose to participate through any of the four options below: I give a proxy to another shareholder; I ask their spouse to represent them; I send a proxy form to the Company without indicating any name; I vote by correspondence; using the vote by correspondence or by proxy form together with the other documents and information required by law which have been enclosed in this notice. Votes by correspondence will only be taken into account if the duly completed forms reach the Company’s head office or securities department, at the address indicated above, at least 3 days before the date of the meeting. 2 Combined Annual General Meeting 2006 - LAGARDÈRE I Participating in the Annual General Meeting I Completing the voting form I want to vote by I want to give proxy I want to give proxy correspondence: to the Chairman to a specific person, Please check here of the Meeting: who will attend the Meeting: and follow the instructions. Please date Please check here and sign the bottom and indicate the details (full name, of the form. address) of this person. Whatever your choice: Please date and sign here. Notice of Meeting 2006 - LAGARDÈRE 3 Agenda I Annual Ordinary and Extraordinary Combined General Meeting of May 2, 2006 I Managing Partners’ report (management report on I Approval of consolidated financial statements for the the operations of the Company and Group affairs and year ended December 31, 2005. on the annual financial statements for the year ended I Allocation of net income: dividend distribution. December 31, 2005). I Approval of agreements referred to in article L. 226-10 I Supervisory Board’s report of the French Commercial Code. I Statutory Auditors’ reports on their audit of the parent I Authorization to be given to Managing Partners to deal company financial statements, the Group’s consolidated in Company shares. financial statements and the agreements referred to in article L. 226-10 of the French Commercial Code. I Renewal of the office of Supervisory board member of Mr. Georges Chodron de Courcel. I Special Managing Partners’ report on share subscription and purchase options. I Renewal of the office of Supervisory board member of Mr. Christian Marbach. I Special Managing Partners’ report on purchasing the Company’s stocks. I Renewal of the office of Supervisory board member of Mr. Bernard Mirat. I Chairman of the Supervisory Board’s report on the board’s organization and internal control procedures. I Non-replacement of Mr. Manfred Bischoff, resigning member of the Supervisory Board. I Special Statutory Auditors’ report on financial authorizations I Authorization to be given to Managing Partners to grant to employees and directors and officers of the Company I Special Statutory Auditors’ report on internal control and companies affiliated to it share subscription and/or procedures. purchase options. I Approval of parent company accounts for the financial I Powers to carry out all required formalities year ended December 31, 2005. 4 Combined Annual General Meeting 2006 - LAGARDÈRE Draft Resolutions presented by the Managing partners First resolution Approval of parents company accounts for fiscal 2005 The Ordinary Annual General Meeting, after having been notified As a result, it approves all the actions carried out by the Managing of the Managing partners’ report as well as the reports of the partners during the fiscal year as they follow from said reports and Supervisory board and that of the auditors on their audit mission, financial statements, and discharges them for their management entirely approves all sections of the aforementioned reports and during the fiscal year ended. the parent company financial statements for the financial year ended December 31, 2005 as drawn up and presented to it. Second resolution Approval of consolidated accounts The Ordinary Annual General Meeting, after having been notified accounts of the fiscal year ended December 31 2005, approves of the Managing partners’ report as well as the report of the them as drawn up and presented to it. Supervisory board and that of the auditors on the consolidated Third resolution Appropriation of earnings; fixing of dividend at E1,1 (in euros) The Ordinary General Meeting has noted that the Company’s distributable profit for the fiscal year stands at 196 552 791,33 It has resolved, in accordance with the bylaws, to deduct a sum of ¯ shares that may be held by the Company itself on the dividend ?6,697,620 which is equal to 1% of Group share of consolidated clipping date shall not be entitled to dividends. net profit as remuneration for its general partners. This dividend will This dividend will be clipped from the share on May 10, 2006 qualify for the 40% reduction referred to in article 158-3-2 of the and paid to holders of registered shares or to their qualified French General Tax Code and due to natural persons liable to representatives, by check or by bank transfer as from that date. income tax in France. The annual dividend will qualify for the 40% reduction available It has also resolved, upon recommendation of the Managing exclusively to natural persons who pay income tax in France partners, to pay a unit annual dividend of 1.1 euro per share, on pursuant to the provisions of article 158-3-2 of the General Tax the understanding that: Code. ¯ shares created as a result of the stock option before the clipping date of this annual dividend shall be entitled to dividends; Notice of Meeting 2006 - LAGARDÈRE 5 I Draft Resolutions presented by the Managing partners It is recalled that the sums of the dividends paid out during the past three fiscal years as well as the tax credits accruing to them, amounted to the sums set out below: (in euros) 2004 2003 2002 Dividends paid to shareholders 1 + 2 0.90 0.82 Tax credit - 0.45 0.41 Overall dividend - 1.35 1.23 Total dividend 410,517,996* 122,815,095.30 111,226,519.54 Dividends paid to general partners 3,818,730 3,339,000 - Total 414,336,726* 126,154,095.30 111,226,519.54 * Including extraordinary dividend of 2 euros per share. Fourth resolution Approval of regulated agreements The Ordinary General Meeting, after hearing the reading of commitments referred to in article L. 225-42-1 approves this the Statutory Auditor’s special report on the agreements referred report entirely as well as the agreements referred to in this law. to in Article L. 226-10 of the French Commercial Code and Fifth resolution Authorization to be given to Managing Partners for a period of eighteen months to deal in Company shares After having been notified of the Managing partners’ special ¯ remittal or exchange of shares during the exercise of the report on the share buyback program, and in accordance with rights attached to securities giving access, in any way legal provisions, the Ordinary General Meeting authorizes the whatsoever, to the Company’s capital; Managing partners to acquire Lagardère SCA shares ¯ allocation of shares to stock option beneficiaries exercising representing up to 10% of the Company’s current capital. This their right; will represent a maximum of 14,220,211 shares based on the capital as of February 28, 2006 and an amount of (700 million ¯ allocating bonus shares to the Company’s employees and its euros) under the following conditions and as follows: affiliated companies; The maximum share purchase price will be 80 euros; this amount ¯ allocating shares to employees in the context of employees will be adjusted if necessary in case of capital transactions, profit-sharing schemes; particularly in case of capitalization of reserves, profits or ¯ any other allocation of shares to the Company’s employees additional paid-in capital and bonus share issues, splits or stock and its affiliated companies under the conditions defined by combinations. applicable legal provisions; The Managing partners may use this authorization to carry out ¯ conservation and remittance after the exchange or payment the objectives below in particular: in connection with possible acquisitions; ¯ decrease capital through canceling of all or part of the acquired shares; 6 Combined Annual General Meeting 2006 - LAGARDÈRE I Draft Resolutions presented by the Managing partners ¯ dealing in and controlling the Company’s shares on the assignment, by using derivative products or by the creation of market in connection with liquidity agreements signed with an optional strategies.