UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report FISCAL YEAR 2020 ProfilE Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs some 28,000 people and generated revenue of €4,439 million in 2020. Since 2018, under the impetus of the Group’s General and Managing Partner, Arnaud Lagardère, the Group has undergone a strategic refocusing around two priority divisions: Lagardère Publishing is the world’s third-largest Lagardère Travel Retail is the world’s fifth largest book publisher for the general public and travel retail merchant, with operations in three educational markets, and the leader in France. business segments: Travel Essentials, Duty Free & Alongside 6,954 employees, it creates 16,000 Fashion, and Foodservice. Lagardère Travel Retail original publications each year as well as has 19,355 employees across an international contributing to their broader circulation by network of more than 4,850 points of sale in innovating with digital and mobile reading around one thousand airports, mainline and urban formats. Lagardère Publishing’s activities also train stations. extend to adjacent businesses such as mobile games and board games. The Group’s business scope also includes Lagardère News (Paris Match, Le Journal du Dimanche, Europe 1, RFM, Virgin Radio and the Elle brand licence) together with Lagardère Live Entertainment. Through this strategic refocusing, the Lagardère group is investing in its two strategic divisions with the aim of creating global leaders over the long term. Lagardère shares are listed on Euronext Paris. 1945 At the end of World War II, 1986 Hachette regains control 2004 The Group acquires a portion Marcel Chassagny founds Matra of Europe 1. of Vivendi Universal Publishing’s (Mécanique Aviation TRAction), 10 February 1988 French and Spanish assets. a company focused on the Matra is 2007 defence industry. privatised. The Group reorganises 30 December 1992 around four major institutional 1963 Jean-Luc Lagardère becomes Following the brands: Lagardère Publishing, Chief Executive Officer of Matra, failure of French television channel Lagardère Services (which became which has diversified into aerospace La Cinq, Hachette is merged into Lagardère Travel Retail in 2015), and automobiles. Matra to form Matra-Hachette, Lagardère Active and Lagardère 1974 and Lagardère Groupe, a French Sports (which became Lagardère Sylvain Floirat asks partnership limited by shares, Sports and Entertainment in 2015). Jean-Luc Lagardère to head is created as the umbrella company the Europe 1 radio network. for the entire ensemble. 2011 The Group sells its international magazine operations. 1977 Jean-Luc Lagardère 1996 Matra-Hachette is absorbed is appointed Chairman and into Lagardère Groupe, which 2013 The Group divests its Chief Executive Officer of Matra. changes its name to Lagardère SCA. remaining interest in EADS. 1980 Matra acquires the Hachette 1999 Aerospatiale Matra is created 2015-2020 Acquisition of group, specialised in book publishing following the merger of Aerospatiale Paradies, Hojeij Branded Foods and (Grasset, Fayard, Stock, etc.), and Matra Hautes Technologies. International Duty Free (Travel Retail), magazines and newspapers 2000 and of Perseus Books, Bookouture, (Elle, Le Journal du Dimanche, etc.) The EADS consortium La Plage, Worthy Publishing Group, and distribution. is formed following the merger Short Books and Laurence King 1981 of Aerospatiale Matra, CASA and Publishing (Publishing), etc. The French State acquires DaimlerChrysler Aerospace. 2018-2020 a 51% interest in Matra (excluding 14 March 2003 Strategic refocusing Hachette). Europe 1 is sold to Death of of the Group around two priority the French State via Sofirad. Jean-Luc Lagardère. divisions, Lagardère Publishing and Jean-Luc Lagardère and Lagardère Travel Retail, as well as 26 March 2003 Arnaud Lagardère Daniel Filipacchi are appointed Other Activities (Lagardère News is appointed Managing Partner of Chairman and Vice-Chairman of and Lagardère Live Entertainment). Lagardère SCA. the Board of Directors of Hachette. UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report Fiscal Year 2020 Lagardère SCA French partnership limited by shares (société en commandite par actions) with share capital of €799,913,044.60 Registered office: 4, rue de Presbourg, 75016 Paris – France Telephone: +33 (0)1 40 69 16 00 Registered with the Paris Trade and Companies Registry under number 320 366 446 Website: www.lagardere.com The Universal Registration Document was filed on 29 April 2021 with the French financial markets authorityAutorité ( des marchés financiers – AMF) as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of said Regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if approved by the AMF, together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129. The Universal Registration Document including the Annual Financial Report is a translation into English of the Annual Financial Report/Universal Registration Document, prepared in xHTML format and issued in French, and is available on the website of the AMF and of the Company. UNIVERSAL REGISTRATION DOCUMENT / FISCAL YEAR 2020 CONTENTS 2020 KEY FIGURES 3 5 NET ASSETS, FINANCIAL POSITION AND RESULTS AFR 167 1 OVERVIEW OF THE GROUP 5 5.1 Per share data, dividend policy 1.1 General information about the issuer 6 and share performance 168 1.2 History 6 5.2 Presentation of the financial position 1.3 Organisation chart – Principal subsidiaries – and consolidated financial statements Relations between the parent company of Lagardère SCA 170 and subsidiaries 8 5.3 Lagardère SCA consolidated financial statements 1.4 Business activities and strategy AFR 9 at 31 December 2020 176 1.5 Regulatory environment 23 5.4 Presentation of the Lagardère SCA parent company financial statements 268 1.6 Consolidated key figures for 2020 25 5.5 Lagardère SCA parent company financial 1.7 Major investments 27 statements at 31 December 2020 272 1.8 Major contracts AFR 29 5.6 Statutory Auditors’ report 1.9 Real estate property 31 on the Company’s financial statements 286 5.7 Statutory Auditors’ report 2 CORPORATE GOVERNANCE REPORT AFR 33 on the consolidated financial statements 289 5.8 Statutory Auditors’ special report 2.1 General presentation of French partnerships limited on related-party agreements 293 by shares and of Lagardère SCA 35 2.2 General Partners and Managing Partners 36 6 RECENT DEVELOPMENTS AND OUTLOOK 295 2.3 Supervisory Board 41 2.4 Remuneration and benefits 6.1 Recent developments (since 1 January 2021) 296 of executive corporate officers 58 6.2 Outlook AFR 298 2.5 Remuneration and benefits of the members 6.3 Earnings forecast 298 of the Supervisory Board 84 2.6 Additional information on the Managing Partners ADDITIONAL INFORMATION 299 and members of the Supervisory Board 88 7 2.7 Other governing bodies 90 7.1 Persons responsible for the information contained 2.8 Transactions with related parties in the Universal Registration Document 300 (executive corporate officers and members 7.2 Statement by the persons responsible of the Supervisory Board) 92 for the Universal Registration Document AFR 300 2.9 Share capital 94 7.3 Details of the Statutory Auditors 300 2.10 Principal provisions of the Company’s Articles 7.4 Documents on display 301 of Association 104 8 CROSS-REFERENCE TABLES 303 3 RISK FACTORS AND CONTROL SYSTEM AFR 111 8.1 Cross-reference table 3.1 Risk factors 112 with the Annual Financial Report 304 3.2 Description of internal control 8.2 Cross-reference table and risk management procedures 116 with the management report 305 8.3 Cross-reference table for the Universal 4 NON-FINANCIAL STATEMENT Registration Document with Annex 1 AND DUTY OF CARE PLAN AFR 129 of European Regulation no. 2019/980 310 4.1 Lagardère group business model 130 4.2 CSR – key priorities, stakeholders and governance 132 4.3 CSR – risks, opportunities, strategy and performance 137 4.4 CSR, monitoring of other information 155 4.5 CSR methodology and scope 161 Items appearing in the Annual Financial Report are 4.6 Report of the independent third-party entity 163 cross-referenced with the following symbol AFR 4.7 Application of the duty of care law for parent companies 166 2 2020 Universal Registration Document 2020 KEY FIGURES 2020 was marked by the unprecedented crisis triggered by the Other Activities, Lagardère News and Lagardère Live Entertainment, Covid-19 pandemic, which gradually impacted all the Group’s were hit by the impacts of the health crisis on the advertising market, businesses as it spread worldwide and government restrictions and by the closure of live entertainment venues. were enforced in response. The Group swiftly put in place major corrective measures to mitigate Lagardère Travel Retail was particularly hard hit by the slump in the impacts of the crisis at the division and corporate levels. global air traffic as a result of border closures, travel restrictions The Group restored profitability and cash generation in the and lockdowns. second half of 2020, despite the health crisis, thanks to its Despite closures of brick-and-mortar points of sale in Europe and strategic model focused on two core activities: the power engine, North America for part of the year, Lagardère Publishing