UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report FISCAL YEAR 2019 ProfilE Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs over 30,000 people and generated revenue of €7,211 million in 2019. Under the impetus of the Group’s General and Managing Partner, Arnaud Lagardère, the Group launched a strategic refocusing around two priority divisions: Lagardère Publishing is the world’s third-largest Lagardère Travel Retail, is the world’s fourth book publisher for the general public and largest travel retail merchant, with operations educational markets, and the leader in France. in three segments of this very dynamic field: Alongside some 6,900 employees, it creates Travel Essentials, Duty Free & Fashion, and 17,000 original publications each year as well Foodservice. Lagardère Travel Retail has as contributing to their broader circulation 25,000 employees across an international by innovating with digital and mobile reading network of more than 4,800 points of sale formats. Lagardère Publishing’s activities also in around one thousand airports, mainline extend to adjacent businesses such as Mobile and urban train stations. 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. The Lagardère Studios unit is in the process of being sold. 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 and Lagardère Groupe, a French Sports (which became Lagardère 1974 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 2015-2019 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 and of Perseus Books, Bookouture, 2000 The EADS consortium (Elle, Le Journal du Dimanche, etc.) La Plage, Worthy Publishing Group and distribution. is formed following the merger and Short Books (Publishing), etc. of Aerospatiale Matra, CASA and 1981 The French State acquires DaimlerChrysler Aerospace. 2018-2020 Rollout of the Group’s a 51% interest in Matra (excluding strategic refocusing around two 14 March 2003 Death of Jean-Luc Hachette). Europe 1 is sold to priority divisions, Lagardère Publishing the French State via Sofirad. Lagardère. and Lagardère Travel Retail. Jean-Luc Lagardère and 26 March 2003 Arnaud Lagardère Daniel Filipacchi are appointed is appointed Managing Partner of Chairman and Vice-Chairman of Lagardère SCA. the Board of Directors of Hachette. UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report Fiscal Year 2019 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 original version of this Universal Registration Document in French was filed on 26 March 2020 with the French financial markets authority (Autorité des marchés financiers – AMF) as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of said Regulation. The English version of the Universal Registration Document has been prepared for the convenience of English-speaking readers, and is a free translation of the original French. It is intended for general information only and in the event of discrepancies, the French original shall prevail. 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. UNIVERSAL REGISTRATION DOCUMENT / FISCAL YEAR 2019 CONTENTS 1 OVERVIEW OF THE GROUP 3 5 NET ASSETS, FINANCIAL POSITION AND RESULTS AFR 179 1.1 General information about the issuer 4 5.1 Per share data, dividend policy 1.2 History 4 and share performance 180 1.3 Organisation chart – Principal subsidiaries – Relations between the parent company 5.2 Presentation of the financial position and consolidated financial statements of Lagardère SCA and subsidiaries 6 182 5.3 Lagardère SCA consolidated financial statements 1.4 Business activities and strategy AFR 7 at 31 December 2019 188 1.5 Regulatory environment 28 5.4 Presentation of the Lagardère SCA 1.6 Consolidated key figures for 2019 30 parent company financial statements 289 1.7 Major investments 31 5.5 Lagardère SCA parent company 1.8 Major contracts AFR 33 financial statements at 31 December 2019 292 1.9 Real estate property 35 5.6 Statutory Auditors’ report on the Company’s financial statements 306 5.7 Statutory Auditors’ report on the consolidated 2 CORPORATE GOVERNANCE REPORT AFR 37 financial statements 309 2.1 General presentation of French partnerships 5.8 Statutory Auditors’ special report limited by shares and of Lagardère SCA 39 on related-party agreements 313 2.2 Principal provisions of the Company’s Articles of Association 40 6 RECENT DEVELOPMENTS AND OUTLOOK 315 2.3 Information concerning the General Partners and Managing Partners 46 6.1 Recent developments (since 1 January 2020) 316 2.4 Supervisory Board 49 6.2 Outlook AFR 317 2.5 Remuneration and benefits 6.3 Earnings forecast 317 of executive corporate officers 72 2.6 Remuneration and benefits 7 ADDITIONAL INFORMATION 319 of the members of the Supervisory Board 101 7.1 Persons responsible for the information contained 2.7 Additional information on the Managing Partners in the Universal Registration Document 320 and members of the Supervisory Board 108 7.2 Statement by the persons responsible 2.8 Transactions with related parties (executive corporate for the Universal Registration Document AFR 320 officers and members of the Supervisory Board) 110 7.3 Details of the Statutory Auditors 320 2.9 Share capital 112 7.4 Documents on display 321 3 RISK FACTORS AND CONTROL SYSTEM AFR 125 8 CROSS-REFERENCE TABLES 323 3.1 Risk factors 126 8.1 Cross-reference table with 3.2 Description of internal control the Annual Financial Report 324 and risk management procedures 131 8.2 Cross-reference table for the Universal Registration Document with Annex 1 4 NON-FINANCIAL STATEMENT of European Regulation no. 2019/980 325 AND DUTY OF CARE PLAN AFR 143 8.3 Cross-reference table with 4.1 Lagardère group business model 144 the non-financial statement 330 4.2 CSR – key priorities, stakeholders and responsible corporate governance 146 4.3 CSR – risks, opportunities, strategy and performance 150 4.4 CSR, monitoring of other information 165 4.5 CSR methodology and scope 172 4.6 Report of the independent third-party entity 174 Items appearing in the Annual Financial Report are 4.7 Application of the duty of care law cross-referenced with the following symbol AFR for parent companies 177 2 2019 Universal Registration Document CHAPTER 1 - Overview of the Group 1 1 OVERVIEW OF THE GROUP 2 3 1.1 GENERAL INFORMATION 1.6 CONSOLIDATED KEY FIGURES ABOUT THE ISSUER 4 FOR 2019 30 1.1.1 Company name and commercial name 4 1.6.1 Consolidated key figures 30 1.1.2 Registered office, address, telephone, website 1.6.2 Per share data 4 31 4 1.1.3 Legal form and governing law 4 1.7 MAJOR INVESTMENTS 31 1.1.4 Place of registration and registration number 4 1.7.1 Investment and innovation policy 31 1.1.5 Date of incorporation and term of the Company 4 1.7.2 Major investments 2017 32 1.2 HISTORY 4 1.7.3 Major investments 2018 32 1.7.4 Major investments 2019 32 1.3 ORGANISATIONCHART– 5 PRINCIPALSUBSIDIARIES– 1.8 MAJOR CONTRACTS AFR 33 RELATIONS BETWEEN THE PARENT COMPANY AND SUBSIDIARIES 6 1.8.1 Major contracts binding the Group 33 1.8.2 Contracts involving major commitments 1.4 BUSINESS ACTIVITIES for the whole Group 34 AND STRATEGY AFR 7 1.4.1 Lagardère Publishing 9 1.9 REAL ESTATE PROPERTY 35 6 1.4.2