2020 ANNUAL ORDINARY AND EXTRAORDINARY GENERAL MEETING 5 May 2020 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
SUMMARY AGENDA Annual Ordinary and Extraordinary General Meeting / 5 May 2020 AGENDA ADOPTED BY THE MANAGING PARTNERS: ORDINARY RESOLUTIONS
. Approval of the Company and consolidated financial statements for the year ended 31 December 2019. . Allocation of the Company’s profit. . Re-appointment of Mazars as Statutory Auditor for a six-year term. . Ratification of the co-optation of Nicolas Sarkozy as a member of the Supervisory Board. . Ratification of the co-optation and re-appointment of Guillaume Pepy as a member of the Supervisory Board for a four-year term. . Re-appointment of Martine Chêne as a member of the Supervisory Board for a four-year term. . Approval of the information concerning the remuneration of corporate officers. . Approval of the components of remuneration paid during or allocated in respect of 2019 to the executive corporate officers and to the Chairmen of the Supervisory Board. . Approval of the remuneration policies of the executive corporate officers and of the members of the Supervisory Board. . Eighteen-month authorisation for the Managing Partners to trade in the Company’s shares. . Powers for formalities.
The full agenda of the Meeting is set out on page 7 of the Addendum to the General Meeting Brochure. 3 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 AGENDA ADOPTED BY THE MANAGING PARTNERS: EXTRAORDINARY RESOLUTIONS
. Amendment of articles 12 and 14 A of the Articles of Association in order to incorporate the terms and conditions for appointing employee representative members of the Supervisory Board.
The full agenda of the Meeting is set out on page 7 of the Addendum to the General Meeting Brochure. 4 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 SUPPLEMENTARY AGENDA ITEMS FURTHER TO THE SUBMISSION OF PROPOSED RESOLUTIONS BY AMBER CAPITAL: ORDINARY RESOLUTIONS
. Removal of Soumia Malinbaum, Aline Sylla-Walbaum and Susan L. Tolson as members of the Supervisory Board of Lagardère SCA.
. Removal of Jamal Benomar, Yves Guillemot, Gilles Petit and Patrick Valroff as members of the Supervisory Board of Lagardère SCA.
. Appointment of Valérie Ohannessian, Brigitte Taittinger-Jouyet, Laurence Bret Stern and Elena Pisonero as members of the Supervisory Board of Lagardère SCA for four-year terms.
. Appointment of Patrick Sayer, Yann Duchesne, Enrico Letta and Stephan Haimo as members of the Supervisory Board of Lagardère SCA for four-year terms.
The full agenda of the Meeting is set out on page 7 of the Addendum to the General Meeting Brochure. 5 2020 GENERAL MEETING Arnaud Lagardère General and Managing Partner of Lagardère SCA 5 May 2020 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
7 Annual General Meeting 2020 A FOCUSED GROUP WITH TWO PERFORMING CORE BUSINESSES
€2.4bn €4.3bn Sales 2019 33% of total sales 59% of total sales
Recurring €220m €152m EBIT 2019 58% of total recurring EBIT 40% of total recurring EBIT
Like-for-like +1.2% +8.1% growth Average like-for-like growth over the last 3 years Average like-for-like growth over the last 3 years
Key brands
“Power Engine” “Growth engine” Perspectives Growth decorrelated from the economic cycle Structural growth outpacing GDP growth Strategic positioning at the heart of industry-leading content creation Industry consolidation, providing a source of attractive opportunities
Two complementary core businesses operating at scale globally in attractive markets
8 Annual General Meeting 2020 LAGARDÈRE PUBLISHING: THE WORLD #3 PRIVATE-SECTOR CONSUMER BOOK PUBLISHER
Top 3 Consumer Publishing players worldwide Top rankings in core markets across main businesses
Based on 2019 revenue (€bn) Trade Education
1 3 1 3 3.6 3.5 3 2 4 2 2.4
Distribution Partworks
1 2 1
1 3 Global leader in Partworks
Note: Trade and Education business including Higher Education, excluding Professional; Penguin Random House including Germany’s Verlagsgruppe Random House Source: Hachette Livre, Companies
9 Annual General Meeting 2020 LAGARDÈRE PUBLISHING: KEY FACTS
Top 20 sales of cultural goods
10 Annual General Meeting 2020 LAGARDÈRE TRAVEL RETAIL: A LEADING GLOBAL TRAVEL RETAIL OPERATOR
2 1 4 4 1 530m Travel Retail in Travel in Airport in Food- in Fashion clients 39 in airports Essentials Duty Free* service** countries 750 railway & metro stations 24,000 employees 270 airports
4,850 stores 70% of sales in airports Notes: Number of countries, employees, stores, airports, stations and clients @100% (incl. joint ventures) * Duty Free in airport concessions (excl. downtown) after Dufry, Heinemann and China Duty Free Group ** After Autogrill, SSP and Areas 11 Annual General Meeting 2020 LAGARDÈRE TRAVEL RETAIL: KEY FACTS
Acquisition of IDF
Integration of HBF
Renewal of Prague
Renewal of Shenzhen
Award of Gabon (Libreville airport profit sharing)
12 Annual General Meeting 2020 AIR TRAFFIC DEMONSTRATED ITS STRONG GROWTH POTENTIAL AND RESILIENCE IN THE PAST
World airport traffic (billion passengers, 2000-2020E)
2001: 9/11 terrorist 2005 : London 2010: eruptions of attacks bombings Eyjafjallajökull 10 2001-2002: global economic crisis 2008-2009: global economic crisis and downturn 8 +4% 2003 : SRAS 2003 : Iraq war 6
? 4
2
0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
13 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
14 Annual General Meeting 2020 MAJOR TRANSFORMATION OF LAGARDÈRE OVER THE PAST 15 YEARS
2003 revenue breakdown 2019 revenue breakdown
News & other 11% 8%
12% 33% Lagardère €7,944m €7,211m Active 7% Press and related activities 70% 59%
Notes: Consolidated 2003 revenue, excluding proportional consolidation Press and related activities: Press and Distribution Services (excluding Lagardère Travel Retail)
15 Annual General Meeting 2020 AN ACCELERATION OF THE TRANSFORMATION STRATEGY SINCE 2018
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Continued investments to reinforce leadership position in main markets and support digital transition
Identification of Travel Retail as a growth engine for the Group One of many activities within (dedicated investor day in June 2012) division Acceleration of investments and reinforcement of leading position worldwide
Disengagement Diversification of activities and Active portfolio streamlining following the creation of a digital platform Disposal of international press activities in 2011 Group's repositioning
Disengagement Investments in sports and following the Active portfolio streamlining entertainment Group's repositioning
Gradual disposal of part of the Disposal of the Disposal of Disposal of the remaining stake in Canal+ stake in EADS (7.4%) minority stakes stake in EADS France’ (20%)
16 Annual General Meeting 2020 A WINNING STRATEGY
Lagardère Publishing: “Power Engine” Lagardère Travel Retail: “Growth Engine”
FCF before changes in working capital (€m) Like-for-like revenue growth
Average Average 148 151 9.1% 8.8% 135 136 8.2% 8.2% 122 121 7.1% 115 124 6.3% 7.0% 5.3% 65 2.9%
2012 2013 2014 2015 2016 2017 2018 2019 2012 2013 2014 2015 2016 2017 2018 2019
Lagardère Publishing, “Power Engine” of the Group Lagardère Travel Retail, “Growth Engine” of the Group • Average like-for-like revenue growth of 0.5% per year over 2012- • Average like-for-like revenue growth of 7.0% per year over 2012- 2019 2019 • Stable average cash flow of €124m over the same period (free cash • Cash flow growing progressively by an average of 14% per year to flow before changes in working capital) €87m in 2019 (free cash flow before changes in working capital)
17 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
18 Annual General Meeting 2020 C.60% OF SOURCES REINVESTED IN GROUP’S BUSINESSES
Sources (2003-2019, €bn) Uses (2003-2019, €bn)
16.2 16.2
56% 59% 9.1 Asset Investments 9.6 disposals (capex and acquisitions)
16% 2.6 Ordinary 44% dividends Operating cash 7.2 18% flows Extra dividends 2.9 and share buybacks 1.2 7% Other Total sources Total uses
Notes: Consolidated financial data, excluding proportional consolidation of EADS (2003-2006) Operating cash flows include interest paid Extra dividends and share buybacks include the share buyback programs carried out from 2006 to 2008 Other notably includes dividends paid to minority shareholders, net financing cash flows and acquisitions of minority interests 19 Annual General Meeting 2020 GROWING SHARE OF INVESTMENTS DEDICATED TO CORE ACTIVITIES
Breakdown of investments (capex and acquisitions)
2012 2019
Lagardère Publishing Other main acquisitions 8% 5% 13%
Other 39%
Lagardère Travel Retail main acquisitions
54% 82%
20 Annual General Meeting 2020 STABLE DIVIDEND POLICY WITH A SOLID AND OPTIMISED BALANCE SHEET
Dividend per share since 2012 (€) Net Debt / EBITDA ratio since 2012
Special dividend 10.3 € Ordinary dividend
7.3 € 3.1x 2.4x 9.0 € 2.2x 2.2x 2.1x 2.1x 1.8x 6.0 €
1.3 € 1.3 € 1.3 € 1.3 € 1.3 € 1.3 € 1.3 € - n.a. 2012 2013 2014 2015 2016 2017 2018 2019 2012 2013 2014 2015 2016 2017 2018 2019
Note: In 2013, net cash position following the disposal of EADS and Canal+ France stakes
21 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
22 Annual General Meeting 2020 RELENTLESS APPROACH TO CORPORATE COST OPTIMISATION
Efficient Group organisation with centralisation of key corporate functions
Restructuring plan launched beginning of 2020
Objective to achieve €15m of annual cost savings by 2022, leading to c.-35% reduction since 2014
23 Annual General Meeting 2020 €15M OF ADDITIONAL ANNUAL SAVINGS EXPECTED BY 2022
Evolution of corporate costs (€m)
(17%) decrease (21%) decrease
83 70 36% 28% 55
64% 72%
2014 2019 Target 2022
Other corporate costs LC&M
24 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
25 Annual General Meeting 2020 COMPREHENSIVE ACTION PLAN TO ADDRESS THE CRISIS AND MITIGATE ITS IMPACTS
Optimisation of sales and prices when possible
Systematic cost reduction across activities, to limit the impact of the decrease in revenue on operating profit
Capex reviews and working capital optimisation to preserve cash
Cancellation of the proposed 2019 dividend to be paid in 2020, proposed by Arnaud Lagardère and approved unanimously by the Supervisory Board
20% decrease in Executive Committee remuneration, at the initiative of its members, until the summer and further if the crisis is prolonged
Creation of a Covid-19 solidarity fund, to provide financial backing to the Group’s initiatives to support its employees worldwide
26 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
27 Annual General Meeting 2020 THE 3 STRATEGIC PILLARS OF OUR CSR POLICY
Limit the Place the human environmental Share our social at the heart of our footprint of our and cultural strategy products and diversity services
28 Annual General Meeting 2020 PLACE THE HUMAN AT THE HEART OF OUR STRATEGY: GENDER EQUALITY, A YEAR OF PROGRESS
Share of women at Group's executive management positions Increasing number of women in senior management positions 42% 44% 2018 2019
89/100 86/100 Publication of the Gender Equal Pay Index* Average Average
*Minimum required under French law: 75/100
29 Annual General Meeting 2020 LIMIT THE ENVIRONMENTAL FOOTPRINT OF OUR PRODUCTS AND SERVICES
Fight against climate change: optimising our energy consumption, carrying out carbon footprint assessments
Ensure responsible paper life cycle management: supply, production, unsold goods management
Encourage eco-responsibility of Foodservice activities: local supply, fight against food waste
97% of certified or recycled paper (books, newspapers, magazines)
30 Annual General Meeting 2020 SHARE OUR SOCIAL AND CULTURAL DIVERSITY
Enhance access to education and knowledge and promote cultural diversity
Defend freedom of expression, pluralism of ideas and accessibility of content
Raise awareness on social issues and sustainable development
31 Annual General Meeting 2020 AGENDA
1 Refocused Group
2 Ambitious transformation strategy
3 Balanced capital allocation policy
4 Transparent and efficient organisation
5 Reactive response to the COVID-19 crisis
6 Best-in-class CSR practices at the core of Lagardère growth strategy
7 Conclusion
32 Annual General Meeting 2020 CONCLUSION
Strong performance in 2019 continued over January and February 2020 before COVID-19 crisis
Full confidence in the Group’s ability to withstand the COVID-19 crisis and seize future market rebound • Strong, swift and evolutive action to respond to the COVID-19 crisis and mitigate its impacts • Strong liquidity position
Full confidence that business model and strategy remain relevant and robust for the world after COVID-19
In 2020, full commitment to manage activities through the crisis and steer the business back to growth in future recovery
33 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 FULL-YEAR 2019 RESULTS
Gérard Adsuar Chief Financial Officer Annual Ordinary and Extraordinary General Meeting / 5 May 2020 CONTENTS
1 Key figures for the Group
2019 performance by division 2
2019 Group financial results 3
35 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
KEY FIGURES FOR THE GROUP Annual Ordinary and Extraordinary General Meeting / 5 May 2020 HIGHLIGHTS (€m) 2018* 2019 Revenue*** 6,868 7,211 Group recurring EBIT**/*** 385 378 Operating margin**/*** 5.6% 5.2%
Profit – Group share [including net income/(loss) from Lagardère Sports] 177 (15) Adjusted profit – Group share**/*** 200 200 Free cash flow**/*** 424 294 Net debt at end of year**/*** (1,367) (1,461) Earnings per share (in €) 1.36 (0.12) Adjusted earnings per share (in €) 1.54 1.55 Ordinary dividend per share (in €) 1.30 -****
Lagardère Sports activity reclassified within discontinued operations in FY 2019 and FY 2018 restated.
* Restated for IFRS 16 using the full retrospective method, and for IFRS 5 in respect of Lagardère Sports. ** Alternative Performance Measure (APM) – See Glossary on slides 24 to 26. *** Excluding Lagardère Sports which has been classified within discontinued operations in accordance with IFRS 5. **** The Managing Partners, in agreement with the Supervisory Board, have decided to propose an allocation of the Company's results for the year submitted to the General Meeting of 5 May 2020, with no dividend. 37 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 MOVING TO TARGET SCOPE 2019
2019 2019 2019 AS PER 2018 SEGMENT REPORTED TARGET SCOPE REPORTING
Recurring Recurring Recurring (€m) Revenue (€m) Revenue (€m) Revenue EBIT EBIT EBIT Lagardère Publishing 2,384 220 Lagardère Lagardère 2,384 220 2,384 220 Publishing Publishing Lagardère Travel 4,264 152 Retail Lagardère Travel Lagardère Travel 4,264 152 4,264 152 Retail Retail Lagardère Active 509 13 Other Activities* 288 (11) Other Activities* 288 (11) Lagardère Sports and 523 66 Entertainment Assets sold/held Target scope 6,936 361 for sale (Lagardère 275 17 Other Activities Active) (corporate and - (9) eliminations) Total reported 7,211 378 Total as per 2018 7,680 442 segment reporting
Lagardère Sports disposal** Lagardère Active asset disposals*** Lagardère Studios held for sale
* “Other Activities” scope: Lagardère News (Paris Match, Le Journal du Dimanche, Europe 1, Virgin Radio, RFM and the Elle brand licence), the Entertainment businesses, the Group Corporate function, and the Lagardère Active Corporate function, whose costs are being wound down by end 2020. ** Closing on 22 April 2020 – Lagardère Sports has been classified within discontinued operations, in accordance with IFRS 5. *** Assets disposed of in 2019 o/w Press, TV channels and Mezzo. 38 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 2019 RECURRING EBIT* AT THE UPPER END OF THE GUIDANCE RANGE
2019 Target scope growth expected Non-retained scope growth is expected GUIDANCE 1 to be between 4% and 6%*** 2 to be between €64m and €74m**** €81m +5.6% +€64m +€442m +€17m +€378m +€34m +€361m +€310m +€17m +€327m
2018 recurring Business 2019 recurring Scope and FX 2019 recurring 2019 recurring 2019 recurring 2019 recurring 2019 recurring EBIT – Target performance EBIT effect EBIT – Target EBIT – Non- EBIT EBIT – Lagardère EBIT – Full scope comparable** scope retained scope Sports scope
TARGET SCOPE NON-RETAINED SCOPE
* Alternative Performance Measure (APM) – See Glossary on slide 24. ** Calculated using 2018 exchanges rates. *** At constant exchange rates and excluding the acquisitions of HBF and IDF. **** On a full-year basis, taking into account the impact of the disposal of the TV channels as of 2 September 2019. 39 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
2019 PERFORMANCE BY DIVISION Annual Ordinary and Extraordinary General Meeting / 5 May 2020 LAGARDÈRE PUBLISHING 2019 revenue by geographic area 2019 revenue by activity
Other Education Other France 17% 15% 18% 29% 17%* 14%* 17%* 28%*
Illustrated Spain Partworks Books 6% 12% 13% 6%* €2,384m €2,384m 13%* €2,252m** 12%* €2,252m**
US & UK & General Canada Australia*** Literature 28% 19% 43% 29%* 20%* 44%*
Change in recurring EBIT (€m) and operating margin (%) 9.2% 8.9%
200 220
* % of revenue in FY 2018. ** FY 2018 revenue. *** Including Ireland and New Zealand. **** Restated for IFRS 16 using the full retrospective method. 2018**** 2019 41 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 LAGARDÈRE PUBLISHING – CASH FLOW STATEMENT
(€m) 2018* 2019 Cash flow from operations before changes in working capital 197 229 Changes in working capital (14) 35 Income taxes paid (40) (43) Cash flow from operations 143 221 Purchases/disposals of PP&E and intangible assets (42) (35) Free cash flow** 101 186 Purchases/disposals of investments (12) (28) Cash flow from operations and investing activities 89 158
Free cash flow before changes in working capital 115 151
* Restated for IFRS 16 using the full retrospective method. ** Alternative Performance Measure (APM) – See Glossary on slide 25. 42 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 LAGARDÈRE TRAVEL RETAIL 2019 revenue by geographic area 2019 revenue by activity
US & Canada Asia-Pacific*** 25% 12% 21%* 13%* Travel Duty Free Essentials & Fashion €4,264m 38% €4,264m 40% France 43%* 40%* EMEA €3,673m** €3,673m** (excluding 22% France) 24%* 41% 42%* Foodservice 22% 17%* Change in recurring EBIT (€m) and operating margin (%) 3.6% 3.3%
152 121
* % of revenue in FY 2018. ** FY 2018 revenue. *** o/w China and Hong Kong: 4.7% in 2019 and 4.1% in 2018. **** Restated for IFRS 16 using the full retrospective method. 2018**** 2019 43 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 LAGARDÈRE TRAVEL RETAIL – CASH FLOW STATEMENT
(€m) 2018* 2019 Cash flow from operations before changes in working capital 221 269 Changes in working capital 59 (13) Income taxes paid (21) (26) Cash flow from operations 259 230 Purchases/disposals of PP&E and intangible assets (127) (156) Free cash flow** 132 74 Purchases/disposals of investments (304) (241) Cash flow used in operations and investing activities (172) (167)
Free cash flow before changes in working capital 73 87
* Restated for IFRS 16 using the full retrospective method. ** Alternative Performance Measure (APM) – See Glossary on slide 25. 44 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 FREE CASH FLOW BEFORE CHANGES IN WORKING CAPITAL
Lagardère Publishing Lagardère Travel Retail
87 151 73 121 115 46 Free cash flow before changes in WC (€m) 2017 2018 2019 2017 2018* 2019
Cash conversion (FCF before changes in 58% 58% 68% 41% 60% 57% WC/Recurring EBIT)
35 59 Changes in WC 1 (€m) (14) (63) (13) 2017 2018 2019 2017 2018 2019
* Restated for IFRS 16 using the full retrospective method. 45 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
2019 GROUP FINANCIAL RESULTS Annual Ordinary and Extraordinary General Meeting / 5 May 2020 CHANGES IN REVENUE (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5)
(€m) Target scope: +282
+74 7,211 +230 -13 6,868 +64 -12
2018 Lagardère Lagardère Other Activities Non-retained FX and scope 2019 revenue Publishing Travel Retail scope effect revenue
Revenue up 5.0% on a consolidated basis, up 4.1% like-for-like. . €18m negative scope effect and €92m positive currency effect.
47 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 GROUP RECURRING EBIT TO EBIT (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5)
(€m) 2018* 2019
451 411 385 378
205 134 41 60 3 6
(42) (44) (34) (71) (68) (91)
Group Income from IFRS 16 Restructuring Gains (losses) Impairment recurring equity-accounted Amortisation**** impact on EBIT EBIT** companies*** costs on disposals losses concession agreements*****
* Restated for IFRS 16 using the full retrospective method. ** Alternative Performance Measure (APM) – See Glossary on slide 24. *** Before impairment losses. **** Amortisation of acquisition-related intangible assets and acquisition-related expenses. ***** Cancellation of depreciation of right-of-use assets and add-back of fixed rental expense for concession agreements. Includes gains and losses on lease modifications for concessions agreements. 48 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESTRUCTURING EFFORT TO INTEGRATE M&A AND DRIVE EFFICIENCY Lagardère Lagardère Other Activities/ Publishing Travel Retail Non-retained assets Restructuring costs (€m) as a 0.9 0.5 0.2 0.3 4.7 2.9 % of revenue
44
21
12 14 16
6
2018 2019 2018 2019 2018 2019
Distribution Concept closures and Corporate centre overhaul integration of M&A restructuring 49 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 EBIT TO PROFIT – GROUP SHARE
(€m) 2018* 2019
451 411
177
5
(22) (26) (15) (76) (57) (53) (55) (85) (124) (207)
Interest Net income/(loss) Profit expense on Finance costs, Income tax from discontinued attributable Profit – Group EBIT lease net expense operations to minority share liabilities (Lagardère Sports) interests
* Restated for IFRS 16 using the full retrospective method. 50 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 GROUP RECURRING EBIT TO ADJUSTED PROFIT – GROUP SHARE (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5)
(€m) 2018* 2019
385 378
200 200
3 6 (17) (19) (53) (29) (35) (57) (85) (77)
Income tax Interest Adjusted profit Group Income from expense excluding Adjusted expense on lease Finance costs, attributable recurring equity-accounted tax adjustments on profit – Group liabilities – buildings net to minority EBIT** companies*** non-recurring and share** and other leases non-operating items interests
* Restated for IFRS 16 using the full retrospective method. ** Alternative Performance Measure (APM) – See Glossary on slides 24 to 26. *** Before impairment losses. 51 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 CONSOLIDATED STATEMENT OF CASH FLOWS (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5) (€m) 2018* 2019 Cash flow from operations before changes in working capital** 439 495 Changes in working capital 18 34 Taxes paid excluding taxes on property disposals (30) (52) Net cash from operations** 427 477 Purchases/disposals of PP&E and intangible assets*** (186) (197) Free cash flow excluding property disposals 241 280 Proceeds from property disposals net of tax paid and related refitting costs 183 14 Free cash flow**** 424 294 Purchases of investments (339) (287) Disposals of investments 148 323 Net cash from operations and investing activities 233 330 Dividend paid (198) (201) Interest paid (56) (65) Other items [including net cash from Lagardère Sports in 2019: €(99)m] 21 (158) Change in net debt - (94) Net debt**** (1,367) (1,461) * Restated for IFRS 16 using the full retrospective method. ** Before taxes paid on property disposals. *** Excluding property disposals and refitting costs. **** Alternative Performance Measure (APM) – See Glossary on slide 25. 52 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 TARGET SCOPE FREE CASH FLOW (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5)
(€m) 2018* 2019 Cash flow from operations before changes in working capital** 402 491 Taxes paid excluding taxes on property disposals (14) (46) Purchases/disposals of PP&E and intangible assets*** (180) (195) Target scope free cash flow before changes in WC 208 250 Changes in working capital 38 28 Target scope free cash flow (A) 246 278
Proceeds from property disposals net of tax paid and related refitting costs 183 14 Corporate restructuring costs related to strategic refocusing - (19) Other cash flow from operations – Non-retained scope (5) 21 Non-retained scope free cash flow (B) 178 16
Free cash flow (A)+(B)**** 424 294
* Restated for IFRS 16 using the full retrospective method. ** Before taxes paid on property disposals. *** Excluding property disposals and refitting costs. **** Alternative Performance Measure (APM) – See Glossary on slide 25. 53 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 CONSOLIDATED BALANCE SHEET
(€m) Assets* Equity and liabilities
31 Dec. 2018** 31 Dec. 2019 31 Dec. 2018** 31 Dec. 2019
1,868 1,672 Total equity Intangible assets 2,820 2,699 Net debt*** 1,367 1,461
Right-of-use assets 2,552 2,859 2,741 3,097 Lease liabilities
Other assets 1,275 1,295 1,031 782 Other liabilities Assets held for sale 701 994 415 793 Liabilities held for sale
Working capital 2,724 2,369 2,650 2,411 Working capital
10,072 10,216 10,072 10,216
* Excluding assets included in net debt. ** Restated for IFRS 16 using the full retrospective method. *** Net of cash, cash equivalents, short-term investments and derivative instruments designated as hedges of debt. Alternative Performance Measure (APM) – See Glossary on slide 25. 54 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 FINANCING POLICY
. Stable leverage of 2.1x as per RCF covenant definition. . Very healthy year-end liquidity of over €2bn. . Proforma of Lagardère Sports disposal, . After 2019 refinancing, earliest bond maturities leverage would be of 2.4x. in 2023.
22% Bonds Authorised Bank loans & other Leverage ratio credit lines**: 54% Commercial paper Net debt**/Recurring EBITDA 24% €1,250m
€1,461m** €1,367m* €1,376m Cash*: 2.1*** €94m €913m 2.1*** 2.4 €299m €499m €451m €148m €497m €62m €50m €194m €80m 31/12/2018 31/12/2019 31/12/2019 Available 2020 2021 2022 2023 2024 2025 & proforma of cash beyond Lagardère Sports disposal
* Restated for IFRS 16 using the full retrospective method. * Short-term investments and cash. ** Excluding net cash attributable to Lagardère Sports at 31 December 2019. ** Undrawn Group credit facility excluding authorised credit lines at divisional level. *** On a proforma basis (as per credit facility covenant), including 12 months of HBF recurring EBITDA in 2018 and 12 months of IDF recurring EBITDA in 2019. On a reported basis, ratio is 2.2x in 2018 and 2.1x in 2019. 55 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
GLOSSARY Annual Ordinary and Extraordinary General Meeting / 5 May 2020 GLOSSARY (1/3)
Lagardère uses alternative performance measures which serve as key measures of the Group's operating and financial performance. These indicators are tracked by the Executive Committee in order to assess performance and manage the business, as well as by investors in order to monitor the Group's operating performance, along with the financial metrics defined by the IASB. In the context of the first-time application of IFRS 16 – Leases, effective 1 January 2019, the Group has elected to retain its existing alternative performance measures with certain modifications, in particular the neutralisation of pure accounting effects and distortions created by the new standard on the concession's businesses. From 1 January 2019, these indicators are monitored by the Executive Committee to assess operating performance and manage the business, along with the financial metrics defined by the IASB. These indicators are calculated based on accounting items taken from the consolidated financial statements prepared under IFRS and a reconciliation with those items is provided either in this presentation or in the press release or in the notes to the consolidated financial statements. A dedicated presentation relating to the impacts of IFRS 16 on the alternative performance indicators was held on 12 February 2019 and is available on the Lagardère website (http://www.lagardere.com/fichiers/fckeditor/File/Relations_investisseurs/Publications/2019/IFRS16/2019_Session_IFRS_16.pdf). . Recurring EBIT. The Group's main performance indicator is recurring operating profit of fully consolidated companies, which is calculated as follows: Profit before finance costs and tax excluding: • Income (loss) from equity-accounted companies before impairment losses • Gains (losses) on disposals of assets • Impairment losses on goodwill, property, plant and equipment, intangible assets and investment in equity-accounted companies • Net restructuring costs • Items related to business combinations: - Acquisition-related expenses - Gains and losses resulting from purchase price adjustments and fair value adjustment due to changes in control - Amortisation of acquisition-related intangible assets • Specific major disputes unrelated to the Group's operating performance • Items related to leases and finance sub-leases: - Cancellation of fixed rental expense* on concessions agreements - Depreciation of right-of-use assets on concessions agreements - Gains and losses on lease modifications
* Cancellation of fixed rental expense is equal to the repayment of the lease liability, the associated change in working capital and interest paid in the statement of cash flows. 57 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 GLOSSARY (2/3)
. The like-for-like change in revenue is calculated by comparing: • 2019 revenue to exclude companies consolidated for the first time during the period, and 2018 revenue to exclude companies divested in 2019; • 2019 and 2018 revenue based on 2018 exchange rates.
. Operating margin is calculated by dividing recurring EBIT of fully consolidated companies (recurring EBIT) by revenue.
. Recurring EBITDA over a rolling 12-month period is calculated as recurring EBIT of fully consolidated companies (recurring EBIT) plus dividends received from equity-accounted companies, less amortisation and depreciation charged against intangible assets and property, plant and equipment, less amortisation of signing fees, less depreciation of right-of-use assets for buildings and other leases, less cancellation of fixed rental expense* for buildings and other leases, plus recurring EBITDA of discontinued operations.
. Free cash flow is calculated as cash flow from operations before changes in working capital plus net cash flow relating to the repayment of lease liabilities and the associated interest paid, changes in working capital, taxes paid, and net cash flow relating to acquisitions and disposals of intangible assets and property, plant and equipment.
. Net debt is calculated as the sum of the following items: short-term investments and cash and cash equivalents, financial instruments designated as hedges of debt, non-current debt and current debt.
* Cancellation of fixed rental expense is equal to the repayment of the lease liability, the associated change in working capital and interest paid in the statement of cash flows. 58 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 GLOSSARY (3/3)
. Adjusted profit – Group share is calculated on the basis of profit for the period, excluding non-recurring/non-operating items, the related tax effect and minority interests, as follows: Profit for the period excluding: • Gains (losses) on disposals of assets • Impairment losses on goodwill, property, plant and equipment, intangible assets and investments in equity-accounted companies • Net restructuring costs • Items related to business combinations: - Acquisition-related expenses - Gains and losses resulting from purchase price adjustments and fair value adjustments due to changes in control - Amortisation of acquisition-related intangible assets • Specific major disputes unrelated to the Group's operating performance • Items related to leases: - Cancellation of fixed rental expense* on concessions agreements - Depreciation of right-of-use assets on concessions agreements - Interest expense on lease liabilities on concessions agreements - Gains and losses on lease modifications • Tax effects of the above items, including the tax on dividends paid in France • Non-recurring changes in deferred taxes • Net income/loss from discontinued operations • Adjusted profit attributable to minority interests (Profit for the period attributable to minority interests plus minority interests on the above items)
* Cancellation of fixed rental expense is equal to the repayment of the lease liability, the associated change in working capital and interest paid in the statement of cash flows. 59 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 REPORTS OF THE STATUTORY AUDITORS
Ernst & Young et Autres Mazars Represented by Represented by Bruno Bizet Thierry Blanchetier Annual Ordinary and Extraordinary General Meeting / 5 May 2020 REPORTS OF THE STATUTORY AUDITORS
. Report on the Company’s financial statements (pages 54 to 56 of the General Meeting Brochure)
. Report on the consolidated financial statements (pages 57 to 60 of the General Meeting Brochure)
. Special report on related-party agreements (page 61 of the General Meeting Brochure)
61 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 REPORT ON THE COMPANY’S FINANCIAL STATEMENTS
. First resolution • Unqualified opinion on the financial statements - “[...] the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at 31 December 2019 and of the results of its operations for the year then ended in accordance with French accounting principles.”
• Key audit matter - Valuation of investments and loans and advances to subsidiaries. (pages 54 to 56 of the General Meeting Brochure)
62 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
. Second resolution • Unqualified opinion on the consolidated financial statements - “[...] the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2019 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.”
• Emphasis of matter - Note 1.1 to the consolidated financial statements which describes the impacts of the first-time application of IFRS 16 “Leases” in 2019.
• Key audit matters - Impacts of the Group’s strategic repositioning. - Valuation of goodwill and intangible assets with indefinite useful lives. - Revenue recognition in the Lagardère Publishing division – Returns estimates. - First-time application of IFRS 16 “Leases”.
(pages 57 to 60 of the General Meeting Brochure) 63 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 SPECIAL REPORT ON RELATED-PARTY AGREEMENTS
. No agreements were authorised during the year under review.
. Agreements approved during previous years and remaining in force during the year under review: • service agreement with Lagardère Capital & Management (authorised in 2004); • supplementary pension plan for certain Lagardère Capital & Management employees who are members of the Lagardère group's Executive Committee (authorised in 2005). (page 61 of the General Meeting Brochure)
64 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 SUPERVISORY BOARD: MEMBERSHIP AND ACTIVITIES Patrick Valroff Chairman of the Supervisory Board Annual Ordinary and Extraordinary General Meeting / 5 May 2020
MEMBERSHIP OF THE SUPERVISORY BOARD Annual Ordinary and Extraordinary General Meeting / 5 May 2020 MEMBERSHIP OF THE SUPERVISORY BOARD
. A Supervisory Board that fully complies with corporate governance standards (as set out in the Afep-Medef Corporate Governance Code): • a more selective profile: 12 members (versus 15 members until 2018); • all members are independent; • half of members are women.
. A Supervisory Board whose membership is continuously renewed: around one-quarter of tenures are renewable each year.
. A demanding, transparent and methodological selection procedure for new members under the supervision of the Appointments, Remuneration and CSR Committee with the support of an independent executive recruitment firm.
. A Supervisory Board whose members have complementary profiles and expertise adapted to its oversight duties and to the Group’s businesses.
. A Supervisory Board with the right balance between experience and a “fresh viewpoint”, guaranteeing continuity and the transfer of business skills and Group knowledge.
. Co-optation in February 2020 of two new members with outstanding track records and expertise.
. A Supervisory Board maintained at 12 members, including two employee representatives to be appointed in 2020 (18th resolution). 67 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 A LARGELY RESHUFFLED BOARD, CONTINUOUSLY RENEWED
Breakdown of the Supervisory Board members…
… by length of seniority … by term of office expiry date
17% 25% 33%
50% 25%
25% 25% Seniority of less than 2 years Seniority of 3 to 7 years 2021 2022 2023 2024 Seniority of 8 to 12 years
68 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 VARIED AND COMPLEMENTARY EXPERTISE
69 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
SUPERVISORY BOARD ACTIVITIES AND OPERATION Annual Ordinary and Extraordinary General Meeting / 5 May 2020 SUPERVISORY BOARD ACTIVITIES AND OPERATION . Four meetings in 2019 with an attendance rate of 98% Main subjects considered: • review of the Company and consolidated financial statements; • general business position and outlook of the Group as part of the permanent supervision of management; • review of: - Europe 1 and Lagardère News; - acquisition of International Duty Free by Lagardère Travel Retail; - reorganisation of the Corporate functions. • preparation of the Annual General Meeting; • membership of the Board and its Committees: - review of proposed candidates; - appointment of a new Chairman of the Supervisory Board and of the Audit Committee. • amendment of the Supervisory Board's internal rules; • CSR issues. . Working group to review succession plans. . One Supervisory Board executive session held without the Managing Partners in attendance. . Annual seminar organised presenting the Group's strategy and some of its businesses. . Working meetings between Board members, the Managing Partners and the main division executives. . Assessment of the membership and operation of the Board conducted each year and external assessment every three years (including in 2019). 71 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 THREE SPECIALISED COMMITTEES
Appointments, Strategy Audit Committee Remuneration and Committee Patrick Valroff CSR Committee Guillaume Pepy Guillaume Pepy Gilles Petit Gilles Petit Aline Sylla-Walbaum Jamal Benomar Nicolas Sarkozy Susan Tolson Soumia Malinbaum Patrick Valroff Aline Sylla-Walbaum
Reviewing the consolidated Membership of the Board and its Set up in February 2020 to prepare financial statements. Committees. and support the Supervisory Monitoring financial reporting Remuneration processes. Board’s oversight of business • Advisory opinion on the Managing . Monitoring the and operations audit Partner remuneration policy. independence of the Statutory • Supervisory Board remuneration Remit includes being informed of: Auditors. policy. The Group’s main strategic Monitoring the effectiveness of Governance focuses. internal control and risk • Opinion on Managing Partner Market trends, the competitive systems. management appointments/re-appointments. environment and key strategic Monitoring measures to prevent • Independence of Board members. challenges as well as the medium- and detect . corruption • Assessing the Supervisory and long-term outlook. (monitoring Internal audit Board/Committees. Major investment and divestment activities, audit plans, • Assessing conflict-of-interest risks. transactions. organisation, operation, results). CSR Any other transactions likely to Reviewing between agreements • Reviewing risks/opportunities. significantly change the Group’s the Group and management of • ESG rating and reporting system. scope. Lagardère SCA. 72 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 ACTIVITIES OF THE SPECIALISED COMMITTEES IN 2019
• Reviewing the Group’s consolidated financial statements and impairment tests carried out on intangible assets. Update on the coverage of the dividend. Audit Committee • Reviewing the Group's risk map and results of the self-assessment on internal control. • Reviewing relations with Lagardère Capital & Management (LC&M). • Reviewing the fees of the Statutory Auditors, recapitulating the related professional conduct and 5 meetings in 2019 independence rules, presentation of the audit approach and reviewing the conditions for the re-appointment of Mazars. 100% attendance • Reviewing internal audit activities. rate • Presentation of information systems security. • Presentation of the Group’s main disputes and progress report on the Compliance programme. • Progress report on the Group’s compliance with the General Data Protection Regulation. • Presentation of the Group's tax policy.
• Analysing the membership of the Board and its Committees, along with member independence. • Preparing the re-appointment of members whose terms of office were due to expire, and reviewing Appointments, candidates for membership of the Supervisory Board. Remuneration and • Appointing a new Chairman of the Supervisory Board and of the Audit Committee. CSR Committee • Reviewing the Corporate Governance Report. • Preparing the AGM: reviewing the main comments of the principal proxy advisors and investors with respect to the Supervisory Board. 5 meetings in 2019 • Progress report for 2019 on the Group's CSR roadmap and ESG ratings. 100% attendance • Presentation of the anti-discrimination and diversity policy within the Group’s managing bodies. rate • Reviewing the findings of the external assessment of the Supervisory Board and its Committees conducted by an independent consulting firm. 73 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
PRESENTATION OF THE RESOLUTIONS Annual Ordinary and Extraordinary General Meeting / 5 May 2020 PROPOSED RATIFICATION OF A CO-OPTATION
Nicolas Sarkozy
. 6th President of France’s Fifth Republic . Lawyer . 65 years old
• Strategic vision, leadership and influence. • International network. • Solid financial expertise. • Independent.
Career • 6th President of France’s Fifth Republic (2007-2012). Mayor of Neuilly-sur-Seine (1983-2002), National Assembly Representative for Hauts-de-Seine (1988-2002), President of the General Council for Hauts-de-Seine (2004-2007), Minister for the Budget (1993-1995), Minister for Communications (1994-1995), Government spokesman (1993-1995), Minister of the Interior, Internal Security and Local Freedoms (2002-2004), Minister of State, Minister for the Economy, Finance and Industry (2004), Minister of State, Minister of the Interior and Town and Country Planning (2005-2007). • Elected leader of French political parties UMP (2004-2007) and Les Républicains (2014-2016). Nicolas Sarkozy is a lawyer. 75 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 PROPOSED RATIFICATION OF A CO-OPTATION AND RE-APPOINTMENT FOR A TERM OF FOUR YEARS
Guillaume Pepy
. Former Chairman of the Management Board, SNCF . Company Director . 62 years old
• Corporate leadership experience in a group undergoing in-depth transformation and modernisation. • Direct knowledge of the travel retail segment and of digital activities. • Extensive networks in France and abroad. • Independent.
Career • Numerous positions held within SNCF. • Deputy Chief Executive Officer, Sofres group. • Numerous ministerial cabinet level positions: Technical Advisor to the Chief of Staff of the Budget department, Chief of Staff to the Minister for Civil Service, Chief of Staff to the Minister for Labour, Employment and Vocational Training. • Served on numerous boards of directors and supervisory boards (Wanadoo, Deutsche Bahn, Eurostar, Comuto [BlaBlaCar],
Suez, etc.). 76 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 PROPOSED RE-APPOINTMENT FOR A TERM OF FOUR YEARS
Martine Chêne
. Former member of Hachette Filipacchi Associés's employee representative bodies . 69 years old
• HR expertise. • Extensive expertise in Lagardère News businesses. • Independent.
Career • Archivist at Hachette Filipacchi Associés (HFA) until 2009. • Secretary of HFA’s Works Committee, a CFDT union representative and an employee representative. • Representative of the CFDT union on the Group Employees’ Committee.
Entrusted by the Board with oversight of CSR issues, especially labour-related matters, in liaison with the Appointments, Remuneration and CSR Committee.
77 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 OTHER PROPOSED RESOLUTIONS PRESENTED BY THE COMPANY
. Amendment of the Company’s Articles of Association to allow for: • The appointment of two employee representative members on the Supervisory Board of Lagardère SCA. Designated on a gender-equal basis by the Group Employees’ Committee for four-year terms. • Maximum number of Supervisory Board members as set in the Articles of Association remains 12, including the two employee representative members.
. Approval of the financial statements – Cancellation of the dividend.
. Re-appointment of Mazars as joint Statutory Auditor.
. Approval of the remuneration of corporate officers payable or granted for 2019.
. Approval of the remuneration policies of the Managing Partners and of the Supervisory Board.
. Renewal of the authorisation to trade in the Company’s shares (18 months).
=> Recommendation by the Supervisory Board to vote in favour of these resolutions.
78 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 PROPOSED RESOLUTIONS SUBMITTED BY AMBER CAPITAL
. Submission by Amber Capital of 15 proposed resolutions to replace the entire Supervisory Board, except for Guillaume Pepy and Nicolas Sarkozy.
. Proposal with no added value, a source of disruption for the Group and counter to the interests of its stakeholders: • Covid-19: an unprecedented crisis requiring a stable and experienced Supervisory Board at the helm to manage it; • candidates with no particular in-depth knowledge or experience of Lagardère SCA, its businesses and challenges; • complete lack of transparency over the candidate selection process; • questions surrounding the real independence of Amber Capital’s candidates, who have publicly and relentlessly relayed Amber Capital’s criticisms over the management and governance of Lagardère SCA; • risk of institutional deadlock, in circumstances where long-term thinking, an understanding of the Group's challenges and smooth functioning of the governance bodies are critical.
=> Negative opinion issued by the Supervisory Board in respect of these 15 proposed resolutions.
79 Annual Ordinary and Extraordinary General Meeting / 5 May 2020
PROPOSED RESOLUTIONS Annual Ordinary and Extraordinary General Meeting / 5 May 2020 1st RESOLUTION
.Approval of the Company’s financial statements for the year ended 31 December 2019.
Number of % voting rights For 137,420,469 99.92% Against 114,717 0.08%
RESOLUTION ADOPTED
81 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 2nd RESOLUTION
.Approval of the consolidated financial statements for the year ended 31 December 2019.
Number of % voting rights For 137,417,363 99.92% Against 115,067 0.08%
RESOLUTION ADOPTED
82 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 3rd RESOLUTION
.Allocation of the Company’s profit.
Number of % voting rights For 137,407,295 99.89% Against 149,589 0.11%
RESOLUTION ADOPTED
83 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 4th RESOLUTION
.Re-appointment of Mazars as Statutory Auditor for a six-year term.
Number of % voting rights For 123,489,663 89.77% Against 14,066,970 10.23%
RESOLUTION ADOPTED
84 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 5th RESOLUTION
.Ratification of the co-optation of Nicolas Sarkozy as a member of the Supervisory Board.
Number of % voting rights For 117,750,029 99.75% Against 298,584 0.25%
RESOLUTION ADOPTED
85 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 6th RESOLUTION
.Ratification of the co-optation of Guillaume Pepy as a member of the Supervisory Board.
Number of % voting rights For 117,814,976 99.80% Against 234,402 0.20%
RESOLUTION ADOPTED
86 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 7th RESOLUTION
.Re-appointment of Guillaume Pepy as a member of the Supervisory Board for a four-year term.
Number of % voting rights For 117,785,387 99.78% Against 256,068 0.22%
RESOLUTION ADOPTED
87 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 8th RESOLUTION
.Re-appointment of Martine Chêne as a member of the Supervisory Board for a four-year term.
Number of % voting rights For 57,504,291 48.74% Against 60,475,580 51.26%
RESOLUTION REJECTED
88 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 9th RESOLUTION
.Approval of the information disclosed pursuant to article L 225-37-3 I of the French Commercial Code concerning the remuneration of corporate officers.
Number of % voting rights For 101,185,780 73.60% Against 36,302,548 26.40%
RESOLUTION ADOPTED
89 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 10th RESOLUTION
.Approval of the components of remuneration and benefits paid during or allocated in respect of 2019 to Arnaud Lagardère, Managing Partner.
Number of % voting rights For 99,663,436 72.48% Against 37,847,071 27.52%
RESOLUTION ADOPTED
90 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 11th RESOLUTION
.Approval of the components of remuneration and benefits paid during or allocated in respect of 2019 to Pierre Leroy, Managing Partner's representative.
Number of % voting rights For 99,658,458 72.48% Against 37,836,342 27.52%
RESOLUTION ADOPTED
91 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 12th RESOLUTION
.Approval of the components of remuneration and benefits paid during or allocated in respect of 2019 to Thierry Funck-Brentano, Managing Partner's representative.
Number of % voting rights For 99,659,854 72.48% Against 37,843,372 27.52%
RESOLUTION ADOPTED
92 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 13th RESOLUTION
.Approval of the components of remuneration and benefits paid during or allocated in respect of 2019 to Xavier de Sarrau, Chairman of the Supervisory Board until 4 December 2019.
Number of % voting rights For 111,297,867 80.95% Against 26,195,014 19.05%
RESOLUTION ADOPTED
93 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 14th RESOLUTION
.Approval of the components of remuneration and benefits paid during or allocated in respect of 2019 to Patrick Valroff, Chairman of the Supervisory Board from 4 December 2019.
Number of % voting rights For 111,951,088 92.20% Against 9,468,327 7.80%
RESOLUTION ADOPTED
94 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 15th RESOLUTION
.Approval of the remuneration policy for the Executive Corporate Officers.
Number of % voting rights For 87,426,878 64.85% Against 47,377,922 35.15%
RESOLUTION ADOPTED
95 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 16th RESOLUTION
.Approval of the remuneration policy for the members of the Supervisory Board.
Number of % voting rights For 135,299,615 98.40% Against 2,197,662 1.60%
RESOLUTION ADOPTED
96 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 17th RESOLUTION
.Eighteen-month authorisation for the Managing Partners to trade in the Company’s shares.
Number of % voting rights For 136,763,542 99.46% Against 736,899 0.54%
RESOLUTION ADOPTED
97 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 18th RESOLUTION
.Amendment of articles 12 and 14 A of the Company’s Articles of Association in order to incorporate the terms and conditions for appointing employee representative members of the Supervisory Board.
Number of % voting rights For 136,896,229 99.53% Against 650,562 0.47%
RESOLUTION ADOPTED
98 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 19th RESOLUTION
.Powers for formalities.
Number of % voting rights For 137,053,235 99.63% Against 502,169 0.37%
RESOLUTION ADOPTED
99 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION A
.Removal of Mr Jamal Benomar as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 43,863,272 37.24% Against 73,910,286 62.76%
RESOLUTION REJECTED
100 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION B
.Removal of Mr Yves Guillemot as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 37,415,665 31.73% Against 80,496,622 68.27%
RESOLUTION REJECTED
101 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION C
.Removal of Ms Soumia Malinbaum as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,257,770 42.67% Against 67,513,733 57.33%
RESOLUTION REJECTED
102 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION D
.Removal of Mr Gilles Petit as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 36,001,467 30.53% Against 81,910,222 69.47%
RESOLUTION REJECTED
103 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION E
.Removal of Ms Aline Sylla-Walbaum as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,402,520 42.80% Against 67,369,979 57.20%
RESOLUTION REJECTED
104 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION F
.Removal of Ms Susan L. Tolson as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 37,382,984 31.70% Against 80,527,883 68.30%
RESOLUTION REJECTED
105 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION G
.Removal of Mr Patrick Valroff as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,608,572 42.97% Against 67,163,890 57.03%
RESOLUTION REJECTED
106 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION H
.Appointment of Mr Patrick Sayer as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,428,303 42.82% Against 67,350,005 57.18%
RESOLUTION REJECTED
107 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION J
.Appointment of Ms Valérie Ohannessian as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 38,843,045 32.94% Against 79,064,010 67.06%
RESOLUTION REJECTED
108 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION K
.Appointment of Mr Yann Duchesne as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 52,389,465 44.49% Against 65,376,649 55.51%
RESOLUTION REJECTED
109 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION L
.Appointment of Ms Brigitte Taittinger-Jouyet as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,388,472 42.79% Against 67,376,661 57.21%
RESOLUTION REJECTED
110 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION M
.Appointment of Ms Laurence Bret Stern as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 45,367,072 38.53% Against 72,387,757 61.47%
RESOLUTION REJECTED
111 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION N
.Appointment of Mr Enrico Letta as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 43,745,611 37.10% Against 74,169,624 62.90%
RESOLUTION REJECTED
112 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION O
.Appointment of Ms Elena Pisonero as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 50,376,943 42.78% Against 67,384,352 57.22%
RESOLUTION REJECTED
113 Annual Ordinary and Extraordinary General Meeting / 5 May 2020 RESOLUTION P
.Appointment of Mr Stephan Haimo as a member of the Supervisory Board of Lagardère SCA.
Number of % voting rights For 37,392,395 31.72% Against 80,506,806 68.28%
RESOLUTION REJECTED
114