REFERENCE DOCUMENT Including the Annual Financial Report 2014 Proﬁ Le

REFERENCE DOCUMENT including the Annual Financial Report 2014 Proﬁ le The Lagardère group is a global leader in content production whose powerful brands leverage its virtual and physical networks to attract and enjoy qualiﬁ ed audiences. The Group’s business model relies on creating a lasting and exclusive relationship between the content it offers and its customers. It is structured around four business lines: ▼ Books and e-Books: Lagardère Publishing ▼ Travel Retail and Distribution: Lagardère Services ▼ Press, Audiovisual (Radio, Television, Audiovisual Production), Digital and Advertising Sales Brokerage: Lagardère Active ▼ Sports (Marketing, Media, Consulting, Athletes) and Entertainment (Shows, Venues, Artists): Lagardère Unlimited REFERENCE DOCUMENT including the Annual Financial Report 2014 Lagardère SCA French partnership limited by shares (société en commandite par actions) with share capital of €799,913,044.60 divided into 131,133,286 shares with a par value of €6.10. Registered office: 4 rue de Presbourg - 75116 Paris - France Telephone: + 33 (0)1 40 69 16 00 Lagardère is registered with the Paris Trade and Companies Registry (Registre du commerce et des sociétés) under number 320 366 446 Corporate website: www.lagardere.com The original version of this Reference Document (Document de référence) in French was filed with the French financial markets authority (Autorité des Marchés Financiers – AMF) on 1 April 2015 in accordance with article 212-13 of the AMF’s General Regulations. It may be used in connection with a financial transaction if supplemented by an information notice approved by the AMF. This document has been prepared by the Company under the responsibility of the persons who signed the French original Document de référence. 2014 / REFERENCE DOCUMENT CONTENTS 1 PERSONS RESPONSIBLE 6.4 Presentation of the Lagardère SCA FOR THE REFERENCE DOCUMENT Parent Company financial statements AFR 175 AFR AND STATUTORY AUDITORS 5 6.5 Parent Company financial statements 1.1 Persons responsible for the information at 31 December 2014 AFR 178 contained in the Reference Document 6 6.6 Statutory Auditors’ report 1.2 Declaration by the persons responsible on the Company’s financial statements AFR 192 for the Reference Document 6 6.7 Statutory Auditors’ report 1.3 Details of the Statutory Auditors 6 on the consolidated financial statements AFR 193 6.8 Special Statutory Auditors’ report 2 CONSOLIDATED KEY FIGURES FOR 2014 7 on regulated agreements and commitments 194 2.1 Consolidated key figures 8 ORGANISATION OF THE COMPANY 2.2 Per share data 8 7 AND THE GROUP – CORPORATE GOVERNANCE AFR 195 3 RISK FACTORS AFR 9 7.1 General presentation of French partnerships 3.1 Risks associated with the economic environment 10 limited by shares and of Lagardère SCA 196 3.2 Risks associated with the business activity 11 7.2 General Partners, Managing Partners and members of the Supervisory Board 197 3.3 Legal risks 12 7.3 Remuneration and benefits 209 3.4 Financial or market risks 14 7.4 Organisation, operation and control 3.5 Operational risks 15 of the Company and the Group 232 7.5 Transactions with related parties 4 GENERAL INFORMATION (Managing Partners and members ABOUT LAGARDÈRE SCA 17 of the Supervisory Board) 249 4.1 General information about the issuer 18 OTHER INFORMATION ON THE COMPANY 251 4.2 History 19 8 8.1 Share capital AFR 252 4.3 Organisation chart – principal subsidiaries – relations between the parent Company 8.2 Principal provisions of the Company’s and subsidiaries 20 Articles of Association AFR 258 4.4 Major investments 21 8.3 Major contracts AFR 264 8.4 Real estate property 265 5 INFORMATION ON THE BUSINESS ACTIVITIES AFR 23 OF THE COMPANY AND THE GROUP RECENT DEVELOPMENTS 5.1 Business activities and strategy 24 9 AND OUTLOOK AFR 267 5.2 The Group’s principal activities 9.1 Recent developments and main markets – operations during 2014: (since 1 January 2015) 268 Lagardère Media 25 9.2 Outlook 268 5.3 Corporate social responsibility 9.3 Earnings forecast 268 and corporate citizenship – Ethics 46 DOCUMENTS ON DISPLAY 269 6 NET ASSETS, FINANCIAL POSITION 10 85 AND RESULTS CROSS-REFERENCE TABLE 6.1 Per share data, dividend policy 11 FOR THE REFERENCE DOCUMENT 271 and share performance AFR 86 6.2 Presentation of the financial position and consolidated financial statements Items appearing in the Annual Financial Report are of Lagardère SCA AFR 88 cross-referenced with the following symbol AFR 6.3 Consolidated financial statements at 31 December 2014 AFR 93 2 2014 Reference Document The Annual Financial Report prepared in accordance with article L.451-1-2 of the French Financial and Monetary Code (Code monétaire et financier) and article 222-3 of the General Regulations of the French financial markets authority (Autorité des Marchés Financiers – AMF) comprises the information, documents and reports listed below, which are presented in the chapters, sections and pages indicated of the accompanying Reference Document. Statement by the persons responsible for the information (Statement by the persons responsible for the Annual Financial Report and Reference Document) Chapter 1 5 Parent company financial statements for 2014 Chapter 6.5 178 Consolidated financial statements for 2014 Chapter 6.3 93 Management report t Business activities of the Company and the Group Chapter 5 23 Chapter 8.3 264 Chapter 9 267 t Results and financial position Chapter 6.1 86 Chapter 6.2 88 Chapter 6.4 175 t Main risks Chapter 3 9 t Organisation of the Company and the Group – corporate governance Chapter 7 195 t In Information on the share capital, major shareholders, share buyback programmes and principal provisions of the Articles of Association Chapter 8.1 252 Chapter 8.2 258 Statutory Auditors’ report on the Parent Company financial statements Chapter 6.6 192 Statutory Auditors’ report on the consolidated financial statements Chapter 6.7 193 2014 Reference Document 3 Chapter 1 - Persons responsible for the Reference Document and Statutory Auditors This page is left intentionally blank. 4 2014 Reference Document Chapter 1 - Persons responsible for the Reference Document and Statutory Auditors 1 1 2 PERSONS RESPONSIBLE 3 FOR THE REFERENCE DOCUMENT 4 AND STATUTORY AUDITORS 5 6 1.1 PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE REFERENCE DOCUMENT AFR 6 7 Managing Partners 6 1.2 DECLARATION by THE PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AFR 6 8 Declaration by the Managing Partners 6 Items appearing in the Annual Financial Report are cross-referenced with the following symbol AFR 1.3 DETAILS OF THE STATUTOry 9 AUDITORS AFR 6 10 11 2014 Reference Document 5 Chapter 1 - Persons responsible for the Reference Document and Statutory Auditors 1.1 PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE REFERENCE DOCUMENT AFR MANAGING PartNERS − Pierre Leroy, Deputy Chairman and Chief Operating Officer; ϐ Arnaud Lagardère, − Dominique D’Hinnin, Chief Operating Officer; ϐ Arjil Commanditée-Arco, represented by: − Thierry Funck-Brentano, Chief Operating Officer. − Arnaud Lagardère, Chairman and Chief Executive Officer; 1.2 DECLARATION BY THE PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AFR DEclaratION BY THE MANAGING PartNERS concerning note 10 to the consolidated financial statements related to the intangible assets of Lagardère Unlimited and the LeGuide “We hereby declare, having taken all reasonable care to ensure group. that such is the case, that the information set out in this Reference Document is, to the best of our knowledge, in accordance with the We remind you that: facts and contains no omission likely to affect its import. ϐ the Statutory Auditors’ report on the consolidated financial We further declare that to the best of our knowledge, the financial statements for the year ended 31 December 2013, presented statements have been prepared in compliance with the applicable on page 195 of the 2013 Reference Document, contained an accounting standards and give a true and fair view of the assets, observation concerning note 10 to the consolidated financial liabilities, financial position and results of the Company and all the statements, which presented the assumptions used for entities included in the consolidation, and that the accompanying impairment tests carried out on goodwill and other intangible management report (Chapter 3, pages 9 to 16; Chapter 4, pages assets, relating in particular to Lagardère Unlimited. 17 to 21; Chapter 5, pages 23 to 83; Chapter 6, section 6.1, pages ϐ the Statutory Auditors’ report on the consolidated financial 86 to 87; Chapter 6, section 6.2, pages 88 to 92; Chapter 7, pages statements for the year ended 31 December 2012, presented 195 to 249; Chapter 8, pages 251 to 265; Chapter 9, pages 267 to on page 197 of the 2012 Reference Document, contained two 268) provides a fair view of the business, results of operations and observations: financial position of the Company and all the entities included in − one concerning note 10 to the consolidated financial the consolidation, together with a description of the main risks and statements with respect to impairment losses on goodwill uncertainties to which they are exposed. and other intangible assets, relating in particular to Lagardère We have obtained a letter from the Statutory Auditors issued upon Limited and Lagardère Active; completion of their engagement, confirming that they have read − the other concerning note 19 to the consolidated financial the Reference Document in its entirety and verified the information statements, which presented

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