Lagardere Sa · EURONEXT:MMB
Lagardere Sa — Shareholder Meeting (April 2025)
123 slides from Lagardere Sa's shareholder meeting presentation, Apr 29, 2025
Slide 1: Annual Ordinary General Meeting
ANNUAL ORDINARY GENERAL MEETING Tuesday, 29 April 2025 at 9.00 am (CET)
Slide 2: Agenda: Summary Presentation
AGENDA SUMMARY PRESENTATION Combined General Meeting / 29 April 2025
Slide 3: Ordinary Meeting: 1st to 21st, 30th and 37th Resolutions
Combined General Meeting / 29 April 2025 ORDINARY MEETING: 1st TO 21st, 30th AND 37th RESOLUTIONS ▪ 1st to 3rd resolution Approval of the Company’s financial statements and the consolidated financial statements for the year ended 31 December 2024. Allocation of the Company’s earnings and dividend pa
Slide 4: Extraordinary Meeting: 22nd to 29th and 31st to 36th Resolutions
Combined General Meeting / 29 April 2025 EXTRAORDINARY MEETING: 22nd TO 29th AND 31st TO 36th RESOLUTIONS ▪ 22nd to 28th and 31st Twenty-six month autorisation to issue (subject to ceilings, with autorisation to issue resolutions additionnal securities in the event that an issue is oversubscribed):
Slide 5: 2025 General Meeting
2025 GENERAL MEETING Arnaud Lagardère Chairman and Chief Executive Officer of Lagardère SA 29 April 2025
Slide 6: Contents
Combined General Meeting / 29 April 2025 CONTENTS 1 2024 performance 2 Market position, achievements and strategy, 2025… 2
Slide 7: Group Performance in 2024
Combined General Meeting / 29 April 2025 GROUP PERFORMANCE IN 2024 ❑ The Group continued to grow strongly in 2024, with revenue up 8.5%* to €8,942m and recurring EBIT up 14% to €593m compared with 2023 Revenue by Revenue by geographic area (%) business (%) United States Lagardère and Canada Travel
Slide 8: More Than 33,000 Employees Worldwide
Combined General Meeting / 29 April 2025 MORE THAN 33,000 EMPLOYEES WORLDWIDE Permanent workforce Permanent workforce Permanent workforce by by geographic area (%) by business (%) gender and business (%) Lagardère Women Men Travel Retail 74% 62% 38% Group Other 64% 36% Activities Lagardère Publishin
Slide 9: Lagardère Publishing: 2019-2024 Performance
Combined General Meeting / 29 April 2025 LAGARDÈRE PUBLISHING: 2019-2024 PERFORMANCE Change in revenue (€m) Change in recurring EBIT (€m) and operating margin (% of revenue) 32% +1.9%* 2024 revenue 13.5% 351 11.0% 10.7% 10.8% 2,748 2,809 2,873 2,598 10.4% 302 301 310 2,384 2,375 9.2% 246 220 2019 20
Slide 10: Lagardère Travel Retail: 2019-2024 Performance
Combined General Meeting / 29 April 2025 LAGARDÈRE TRAVEL RETAIL: 2019-2024 PERFORMANCE Change in revenue (€m) Change in recurring EBIT (€m) and operating margin (% of revenue) 65% +12.5%* 2024 revenue 5.3% 5,812 4.9% 305 5,018 3.6% 3.5% 245 4,264 152 136 3,927 (20.5%) (3.5%) (353) (81) 2,290 2019 2
Slide 11: Record Performance Confirming Long-Term Strategy
Combined General Meeting / 29 April 2025 RECORD PERFORMANCE CONFIRMING THE SUCCESS OF THE GROUP'S LONG-TERM STRATEGY (€m) 10 000 593 700 520 6.6% 9 000 462 402 600 5.8% 339 327 342 378 395 417 378 438 6.4% 8 000 5.2% 399 4.6% 4.5% 4.8% 5.2% 5.3% 5.7% 5.2% 6.3% 500 5.6% 7 000 249 400 6 000 (155) 4.8%
Slide 12: Contents
Combined General Meeting / 29 April 2025 CONTENTS 1 2024 performance 2 Market position, achievements and strategy, 2025… 8
Slide 13: Integration into Louis Hachette Group
Combined General Meeting / 29 April 2025 INTEGRATION INTO LOUIS HACHETTE GROUP – 13 DECEMBER 2024 Roadmap unchanged Ownership structure of Lagardère SA at 31 December 2024 31.04% Arnaud 8.61% Lagardère ❑ Improving operating performance Other 60.35% ❑ Improving cash generation ❑ Strategy 11.51% (15
Slide 14: Lagardère Publishing
LAGARDÈRE PUBLISHING Market position, achievements and strategy
Slide 15: Lagardère Publishing in Brief
Combined General Meeting / 29 April 2025 LAGARDÈRE PUBLISHING IN BRIEF €310m €2,873m 7,677 No. 3 consumer publishing Recurring Revenue employees group worldwide EBIT No. 1 publishing group in France, Over 200 138,000 Over 15,000 publishing No. 2 in the UK, No. 3 in Spain imprints titles in new relea
Slide 16: Lagardère Publishing: 2024 Achievements
Combined General Meeting / 29 April 2025 LAGARDÈRE PUBLISHING: 2024 ACHIEVEMENTS ❑ Major publishing successes in France (Jacaranda by Gaël Faye, Lakestone by Sarah Rivens, Quelqu’un d’autre by Guillaume Musso, etc.) and worldwide (the Twisted and Kings of Sin series by Ana Huang, The Empyrean by Reb
Slide 17: Lagardère Publishing: Strategy
Combined General Meeting / 29 April 2025 LAGARDÈRE PUBLISHING: STRATEGY ❑ Offensive strategy ❑ Continuing to develop the operating performance of all business lines ❑ Strengthening our leadership position in creativity and innovation to build the publishing group of tomorrow for our readers, our aut
Slide 18: Nearly 150 Billion Dollars Invested in Film and Audiovisual Content
Combined General Meeting / 29 April 2025 NEARLY 150 BILLION DOLLARS INVESTED IN FILM AND AUDIOVISUAL CONTENT IN 2024 Billion dollars 40 36 30 25 $7bn in 2016 20 19 17 17 15 10 5 4 2 1 0 Source: Ampere Analysis (Disney, Comcast, WBD, CBS, Netflix), The Information (AppleTV+), Annual results (Lionsgat
Slide 19: Sharp Increase in Original Scripted Series in the US
Combined General Meeting / 29 April 2025 SHARP INCREASE IN THE NUMBER OF ORIGINAL SCRIPTED SERIES IN THE UNITED STATES* ~x3 600 560 532 516 487 496 493 455 422 389 349 288 266 210 216 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Covid-19 Hollywood strikes Note: *Broadca
Slide 20: Key Role of Literary Adaptations in Global Box Office
Combined General Meeting / 29 April 2025 KEY ROLE OF LITERARY ADAPTATIONS IN THE GLOBAL BOX OFFICE % of literary adaptations in the top 100 of the American and French box offices (2023) 42% 44% Global box office $650m $1bn $350m 16
Slide 21: Box Office Success of Literary Adaptations vs. Original Works
Combined General Meeting / 29 April 2025 BOX OFFICE SUCCESS OF LITERARY ADAPTATIONS VS. ORIGINAL WORKS… In France*, literary adaptations Worldwide, literary adaptations generate 32% more cinema admissions generate 53% more revenue compared compared to original screenplay to original screenplay Note:
Slide 22: Literary Adaptations in Award Ceremonies
Combined General Meeting / 29 April 2025 …WHICH ALSO HAVE A PROMINENT PLACE IN CEREMONIES Share of literary adaptations among the nominees in the main categories of the César* Awards 21% 11% 5 out of 45 nominees for the César 12 out of 58 nominees for the César Award for Best Documentary Film are Aw
Slide 23: Impact of Literary Adaptations on Book Sales
Combined General Meeting / 29 April 2025 IMPACT OF LITERARY ADAPTATIONS ON BOOK SALES Impact of film and audiovisual adaptations on the sales of the original literary work (France, Comparison between the cumulative sales 10 months before and after the release date of the adaptation, 2015-23) 200 33%
Slide 24: Paddington Video
Combined General Meeting / 29 April 2025 Paddington Video 20
Slide 25: Hachette, Established Relationships with the Greatest Authors
Combined General Meeting / 29 April 2025 HACHETTE, ESTABLISHED RELATIONSHIPS WITH THE GREATEST AUTHORS THOUSANDS OF NEW TITLES PUBLISHED EACH YEAR Sorj Chalandon Michael Connelly Virginie Despentes Gaël Faye Elin Hilderbrand +15,000 New titles published each year worldwide Hajime Isayama E.L. James
Slide 26: Hachette, Literary Successes Turned into Box Office Successes
Combined General Meeting / 29 April 2025 HACHETTE, LITERARY SUCCESSES TURNED INTO BOX OFFICE SUCCESSES 22
Slide 27: Partnership Between Hachette and Studiocanal
Combined General Meeting / 29 April 2025 PARTNERSHIP BETWEEN HACHETTE AND STUDIOCANAL and many more projects in development April 2024: creation of the Studiocanal Stories label, dedicated to literary adaptations into films and TV series 23
Slide 28: Literary Adaptations: Untapped Potential
Combined General Meeting / 29 April 2025 LITERARY ADAPTATIONS: UNTAPPED POTENTIAL Launch of a project on literary adaptations 24
Slide 29: Lagardère Travel Retail
LAGARDÈRE TRAVEL RETAIL Market position, achievements and strategy
Slide 30: Lagardère Travel Retail in Brief
Combined General Meeting / 29 April 2025 LAGARDÈRE TRAVEL RETAIL IN BRIEF €305m €5,812m 24,914 No. 3 Travel Retail operator worldwide Revenue Recurring EBIT employees No. 2 Travel Retail operator in airports worldwide Operations in Operations in Nearly 5,000 some 300 700 rail and urban stores and No
Slide 31: Lagardère Travel Retail: 2024 Achievements
Combined General Meeting / 29 April 2025 LAGARDÈRE TRAVEL RETAIL: 2024 ACHIEVEMENTS ❑ Strong growth with record recurring EBIT, driven by rising air traffic and robust sales performances in its three complementary businesses (Travel Essentials, Duty Free & Fashion, and Dining) ❑ Position as a major
Slide 32: Lagardère Travel Retail: Strategy
Combined General Meeting / 29 April 2025 LAGARDÈRE TRAVEL RETAIL: STRATEGY ❑ Actively pursuing a network expansion policy ❑ Stepping up innovation and research focused on AI to optimise operating efficiency and enhance the customer experience 28
Slide 33: Other Activities
OTHER ACTIVITIES Market position, achievements and strategy Other Activities
Slide 34: Other Activities in Brief
Combined General Meeting / 29 April 2025 OTHER ACTIVITIES IN BRIEF Other Activities 3 activities (managing 3 press titles 5m More than 101 161 venues, producing 1m spectators employees 1 global press readers* employees concerts, hosting and over 590 brand weekly and promotional artist dates services
Slide 35: Other Activities: 2024 and Early 2025 Achievements
Combined General Meeting / 29 April 2025 OTHER ACTIVITIES: 2024 AND EARLY 2025 ACHIEVEMENTS Other Activities ❑ Lagardère News / Elle International • Successful launch of two new press titles (Le JDNews and Le JDMag) and sale of Paris Match magazine • The Elle International network reached a record n
Slide 36: Conclusion
CONCLUSION
Slide 37: Conclusion
Combined General Meeting / 29 April 2025 CONCLUSION ❑ An exciting new page in our history, marked by our integration into Louis Hachette Group ❑ Vision and support of a strong anchor shareholder, with shared culture and values, to support the Group in its strategy ❑ Talented, committed and passion
Slide 38: Full-Year 2024 Results
FULL-YEAR 2024 RESULTS Grégoire Castaing Deputy Chief Executive Officer of the Lagardère group in charge of Finance Combined General Meeting / 29 April 2025
Slide 39: Contents
Combined General Meeting / 29 April 2025 CONTENTS 1 Full-year 2024 results 2 Dividend and share price 3 First-quarter 2025 revenue 2
Slide 40: Full-Year 2024 Results
BRE 1 DE DEBATTRE AY”, FULL-YEAR 2024 RESULTS oe = FAYE J lls = OFFEE . aclia @3)our Z
Slide 41: Strong Growth in All Key Performance Indicators in 2024
Combined General Meeting / 29 April 2025 STRONG GROWTH IN ALL KEY PERFORMANCE INDICATORS IN 2024 Change (€m) 2023 2024 (%) Revenue 8,081 8,942 +8.5%(1) Recurring EBIT(2) 520 593 +14% Profit – Group share 144 168 +17% Free cash flow(2) 261 423 +62% (1) On a like-for-like basis / (2) Alternative perfo
Slide 42: Growth Driven by All of the Businesses
Combined General Meeting / 29 April 2025 GROWTH DRIVEN BY ALL OF THE BUSINESSES Revenue (€m) +€861m +10.6% X 701 152 8 8,942 +8.5% X 8,081 Lagardère Publishing: +1.9% Lagardère Travel Retail: +12.5% Other Activities: +0.2% 2023 revenue Organic growth Scope effect Currency effect 2024 revenue 5
Slide 43: Recurring EBIT of €593m Contributed Equally by the Main Divisions
Combined General Meeting / 29 April 2025 RECURRING EBIT OF €593M CONTRIBUTED EQUALLY BY THE 2 MAIN DIVISIONS Recurring EBIT (€m) +€73m 593 560 520 Lagardère Lagardère Travel Retail 460 Travel Retail 305 360 245 260 Lagardère Lagardère 160 Publishing Publishing 301 310 60 Other Other Activities Activ
Slide 44: Sharp Improvement in Cash Generation
Combined General Meeting / 29 April 2025 SHARP IMPROVEMENT IN CASH GENERATION BY ALL 3 DIVISIONS Cash flow from operations and investing activities(1) (€m) 2023 2024 +€518m +€592m 272 181 110 65 (34) (150) €(74)m Lagardère Publishing Lagardère Travel Retail Other Activities (1) Free cash flow after
Slide 45: Significant Deleveraging at Group Level
Combined General Meeting / 29 April 2025 SIGNIFICANT DELEVERAGING AT GROUP LEVEL Change in net debt (€m) 518 95 423 (154) (176) (1,855) (2,043) Net debt Free Acquisitions Dividends Interest Net debt at end-2023 cash flow and disposals and other at end-2024 of assets 8
Slide 46: Sharp Improvement in the Leverage Ratio
Combined General Meeting / 29 April 2025 SHARP IMPROVEMENT IN THE LEVERAGE RATIO (NET DEBT/EBITDA) Change in leverage ratio(1) 3.6x 3x 2.9x 2.4x 31 Dec. 2021 31 Dec. 2022 31 Dec. 2023 31 Dec. 2024 (1) Leverage ratio calculated as follows: net debt including liabilities related to minority put option
Slide 47: Solid Balance Sheet
Combined General Meeting / 29 April 2025 SOLID BALANCE SHEET (€m) 31 December 2024 (€m) 31 December 2024 Non-current assets 6,321 Total equity 1,091 Investments in equity-accounted Provisions 166 371 companies Non-current debt 1,824 Total current assets 2,642 Non-current liabilities 2,433 Cash and c
Slide 48: Sharp Improvement in Results
Combined General Meeting / 29 April 2025 SHARP IMPROVEMENT IN RESULTS Change (€m) 2023 2024 (%) Revenue 8,081 8,942 +8.5%(1) Recurring EBIT(2) 520 593 +14% Profit before finance costs and tax 434 578 +33% Finance costs, net (97) (138) +42% Interest expense on lease liabilities (89) (111) +25% Income
Slide 49: Dividend and Share Price
DIVIDEND AND SHARE PRICE
Slide 50: Proposed Ordinary Dividend for 2024
Combined General Meeting / 29 April 2025 PROPOSED ORDINARY DIVIDEND FOR 2024 Dividend paid (€ per share) €0.67 ▪ Resolution in respect of the 2024 dividend €0.65 submitted by the Board of Directors ▪ 3.1% increase in the dividend between 2024 and 2025 ▪ Ex-dividend date: 30 April 2025, dividend paid
Slide 51: Share Performance in 2024
Combined General Meeting / 29 April 2025 SHARE PERFORMANCE IN 2024 Rebased at 100 as of 1 January 2024 +10% 1 January lundi 2024 1 janvier 2024 31 December mardi 2024 2024 31 décembre Lagardère CAC All Shares 14
Slide 52: Share Performance in 2024 with Dividends Reinvested
Combined General Meeting / 29 April 2025 SHARE PERFORMANCE IN 2024 WITH DIVIDENDS REINVESTED (IN €) €24 €23 €22 +14% €21 €20 €19 €18 1 January 2024 31 December 2024 €17 15
Slide 53: Q1 2025 Revenue
Ye OFFEE, AEL FAYE RIX GONCCA DES LYCE:
Slide 54: Publishing: Revenue Growth Driven by Solid Momentum
Combined General Meeting / 29 April 2025 PUBLISHING: REVENUE GROWTH DRIVEN BY SOLID MOMENTUM IN ALL GEOGRAPHIC AREAS ▪ By geographic area(1) United Kingdom(2) France 30% 27% Q1 2025 revenue €623m up 8% Other Europe Spain 5% 4% Rest of the world United States 4% ▪ All regions contributed to growth an
Slide 55: Travel Retail: Continued Growth After a Record Year
Combined General Meeting / 29 April 2025 TRAVEL RETAIL: CONTINUED GROWTH AFTER A RECORD YEAR IN 2024 ▪ By geographic area(1) Asia-Pacific Q1 2025 revenue 5% France 17% €1,301m Americas up 5% 28% ▪ All regions contributed to growth except for EMEA North Asia (excl. France) 50% ▪ Strong growth in EMEA
Slide 56: Other Activities: Revenue Growth Driven by News & Radio
Combined General Meeting / 29 April 2025 OTHER ACTIVITIES: REVENUE GROWTH DRIVEN BY NEWS & RADIO Other Activities ▪ By business Q1 2025 revenue €54m Radio News 33% 26% up 4%(1) ▪ Revenue growth driven mainly by News & Radio unit (up 5%) thanks to continued expansion in audience numbers at Europe 1,
Slide 57: Lagardère Group: Sustained Revenue Growth in Q1 2025
Combined General Meeting / 29 April 2025 LAGARDÈRE GROUP: SUSTAINED REVENUE GROWTH IN Q1 2025 (+5%) Reported Like-for-like (€m) Q1 2024 Q1 2025 change (%) change (%)(1) Lagardère Publishing 576 623 +8.0% +4.6% Lagardère Travel Retail 1,242 1,301 +4.7% +3.9% Other Activities 65 54 -14.0% +3.6% Total
Slide 58: Q1 2025 Revenue by Geographic Area
Combined General Meeting / 29 April 2025 Q1 2025 REVENUE BY GEOGRAPHIC AREA(1) Eastern Europe 14% vs 13% in Q1 2024 Western Europe (2) 26% United States and vs 25% in Q1 2024 Canada France 28% 21% vs 28% in Q1 2024 vs 22% in Q1 2024 Asia-Pacific 6% vs 7% in Q1 2024 €1,978m +€95m Latin America, Middl
Slide 59: 2024 Report on the CSR Strategy
2024 REPORT ON THE CSR STRATEGY Céline Soubranne Group CSR Director Combined General Meeting / 29 April 2025
Slide 60: Placing People at the Heart of Our Strategy
Combined General Meeting / 29 April 2025 1 – PLACING PEOPLE AT THE HEART OF OUR STRATEGY A long-standing gender equality commitment ▪ 62% women employees and 60% women managers. The proportion of 46% women top executives rose from 42% in 2020 to 45% in 2022, stabilising of top at 46% in 2023 and 202
Slide 61: Limiting the Environmental Impact of Our Products and Services
Combined General Meeting / 29 April 2025 2 – LIMITING THE ENVIRONMENTAL IMPACT OF OUR PRODUCTS AND SERVICES In line with the Group's decarbonisation strategy 31% reduction in ▪ Efforts delivering results on Scopes 1, 2 & 3 (buildings, business travel): Scopes 1 & 2 and energy savings, equipment effi
Slide 62: Sharing the Social and Cultural Diversity of Our Activities
Combined General Meeting / 29 April 2025 3 – SHARING THE SOCIAL AND CULTURAL DIVERSITY OF OUR ACTIVITIES The joy of reading, accessible to all ▪ Diversifying reading material at Lagardère Publishing: audiobooks (partnership 98% with Spotify) and accessible ePub format (for those with disabilities an
Slide 63: Ensuring Ethical and Responsible Corporate Governance
Combined General Meeting / 29 April 2025 4 – ENSURING ETHICAL AND RESPONSIBLE CORPORATE GOVERNANCE Anti-corruption training for all employees 87% of employees ▪ An e-learning module completed by all employees to prevent high-risk received anti- behaviours and develop the right reflexes corruption tr
Slide 64: Governance
GOVERNANCE Virginie Banet Chair of the Appointments, Remuneration and CSR Committee Véronique Morali Chair of the Audit Committee Combined General Meeting / 29 April 2025
Slide 65: Membership of the Board of Directors and the Board Committees
MEMBERSHIP OF THE BOARD OF DIRECTORS AND THE BOARD COMMITTEES
Slide 66: Membership of the Board of Directors
Combined General Meeting / 29 April 2025 MEMBERSHIP OF THE BOARD OF DIRECTORS 11 directors including 2 employee directors 2024 key figures 57 55.5% 12 average age percentage of meetings women on the held Board(1) Virginie Banet Arnaud Lagardère Nicolas Sarkozy Independent Chairman and Chief Independ
Slide 67: Membership of the Appointments, Remuneration and CSR Committee
Combined General Meeting / 29 April 2025 MEMBERSHIP OF THE APPOINTMENTS, REMUNERATION AND CSR COMMITTEE 6 members including 4 independent directors and 1 employee director 2024 key figures 60% | Percentage of women on the Committee(1) Virginie Banet Independent 80% | Independence rate(1) Laura Carre
Slide 68: Membership of the Audit Committee
Combined General Meeting / 29 April 2025 MEMBERSHIP OF THE AUDIT COMMITTEE 4 members including 3 independent directors 2024 key figures 100% | Percentage of women on Véronique Morali the Committee Independent 75% | Independence rate Virginie Banet 7 | Number of meetings Independent Fatima Fikree 96.
Slide 69: Changes Submitted for Approval to the General Meeting
CHANGES SUBMITTED FOR APPROVAL TO THE GENERAL MEETING
Slide 70: Appointment of Valérie Hortefeux as Independent Director
Combined General Meeting / 29 April 2025 APPOINTMENT OF VALÉRIE HORTEFEUX AS AN INDEPENDENT DIRECTOR FOR A FOUR-YEAR TERM (13th RESOLUTION) Valérie Hortefeux ▪ 1994: began her career in marketing and communications at RMC, then in strategy supporting the Chairman of Sofirad and at Consodata before i
Slide 71: Appointment of Michèle Reiser as Independent Director
Combined General Meeting / 29 April 2025 APPOINTMENT OF MICHÈLE REISER AS AN INDEPENDENT DIRECTOR FOR A FOUR-YEAR TERM (14th RESOLUTION) Michèle Reiser ▪ Director, producer and writer of television features, musical and theatrical shows and operas ▪ From 1988 to 2005: founded Les Films du Pharaon an
Slide 72: Re-appointments of Directors with Staggered Terms
Combined General Meeting / 29 April 2025 RE-APPOINTMENTS OF DIRECTORS WITH STAGGERED TERMS OF OFFICE (15th TO 20th RESOLUTIONS) Re-appointment for a four-year term Yannick Bolloré 2029 General Meeting Re-appointment for a three-year term Véronique Morali Arnaud de Puyfontaine 2028 General Meeting Ni
Slide 73: Work of the Board and Its Committees in 2024
WORK OF THE BOARD AND ITS COMMITTEES IN 2024
Slide 74: Work of the Board of Directors in 2024
Combined General Meeting / 29 April 2025 WORK OF THE BOARD OF DIRECTORS IN 2024 MAIN WORK CARRIED OUT • Approving the 2023 annual financial statements and the 2024 interim financial statements as well as the financial reports Regular work • Approving the 2025 budget of the Board • Remuneration of La
Slide 75: Work of the Appointments, Remuneration and CSR Committee in 2024
Combined General Meeting / 29 April 2025 WORK OF THE APPOINTMENTS, REMUNERATION AND CSR COMMITTEE IN 2024 MAIN WORK CARRIED OUT • Recommendations on governance - Reviewing the membership of the Board of Directors and its Committees Regular work - Overseeing the Board of Directors' self-assessment pr
Slide 76: Work of the Audit Committee in 2024
Combined General Meeting / 29 April 2025 WORK OF THE AUDIT COMMITTEE IN 2024 MAIN WORK CARRIED OUT • Reviewing the 2023 parent company and consolidated financial statements, 2024 interim financial statements and 2025 budget Regular work • Reviewing the financial commitments analysis of the Lagardère
Slide 77: Reports of the Statutory Auditors
REPORTS OF THE STATUTORY AUDITORS Combined General Meeting / 29 April 2025
Slide 78: Reports of the Statutory Auditors
Combined General Meeting / 29 April 2025 REPORTS OF THE STATUTORY AUDITORS ▪ Report on the Company’s financial statements (Universal Registration Document: pages 360 to 362) ▪ Report on the consolidated financial statements (Universal Registration Document: pages 363 to 365) ▪ Special report on rela
Slide 79: Report on the Company's Financial Statements
Combined General Meeting / 29 April 2025 REPORT ON THE COMPANY’S FINANCIAL STATEMENTS ▪ 1st 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 Dec
Slide 80: Report on the Consolidated Financial Statements
Combined General Meeting / 29 April 2025 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ▪ 2nd resolution • Unqualified opinion on the consolidated financial statements - “[...] the consolidated financial statements give a true and fair view of the assets, liabilities and financial position of the G
Slide 81: Special Report on Related-Party Agreements
Combined General Meeting / 29 April 2025 SPECIAL REPORT ON RELATED-PARTY AGREEMENTS ▪ 4th resolution • Agreement authorised during the year ended 31 December 2024 - None • Agreements approved in previous years that remained in force during the year ended 31 December 2024 - Service Agreement between
Slide 82: Report on the Certification of Sustainability Information
Combined General Meeting / 29 April 2025 REPORT ON THE CERTIFICATION OF SUSTAINABILITY INFORMATION ▪ Limited review assurance • “As the purpose of our engagement is to express limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those requir
Slide 83: Reports on the Issue of Shares and Other Securities
Combined General Meeting / 29 April 2025 REPORTS ON THE ISSUE OF SHARES AND OTHER SECURITIES WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS RESOLUTIONS SUBJECT TERMS COMMENT Article L.22-10-52 of the French Commercial Code ▪ 26-month term was amended by the so-called Delegation of powers to the Boa
Slide 84: Reports on the Authorisation to Award Free Shares
Combined General Meeting / 29 April 2025 REPORTS ON THE AUTHORISATION TO AWARD EXISTING OR NEW SHARES FREE OF CONSIDERATION RESOLUTIONS SUBJECT TERMS COMMENT ▪ 38-month term Authorisation for the Board of Directors ▪ The total number of free shares to award free performance shares to that may be awa
Slide 85: Report on the Capital Reduction
Combined General Meeting / 29 April 2025 REPORT ON THE CAPITAL REDUCTION ▪ 32nd resolution • Subject - Authorisation for the Board of Directors to reduce the share capital by cancelling all or some of the shares purchased by the Company under share buyback programmes • Terms - 4-year term as of the
Slide 86: Presentation and Vote on Resolutions
PRESENTATION AND VOTE ON RESOLUTIONS Combined General Meeting / 29 April 2025
Slide 87: 1st Resolution (Ordinary)
Combined General Meeting / 29 April 2025 1st RESOLUTION (ORDINARY) ▪ Approval of the Company’s financial statements for the year ended 31 December 2024 2
Slide 88: 2nd Resolution (Ordinary)
Combined General Meeting / 29 April 2025 2nd RESOLUTION (ORDINARY) ▪ Approval of the consolidated financial statements for the year ended 31 December 2024 3
Slide 89: 3rd Resolution (Ordinary)
Combined General Meeting / 29 April 2025 3rd RESOLUTION (ORDINARY) ▪ Allocation of the Company’s earnings and dividend payment 4
Slide 90: 4th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 4th RESOLUTION (ORDINARY) ▪ Approval of the Statutory Auditors’ special report on related-party agreements 5
Slide 91: 5th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 5th RESOLUTION (ORDINARY) ▪ Approval of the information disclosed pursuant to article L. 22-10-9 of the French Commercial Code concerning the remuneration of corporate officers 6
Slide 92: 6th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 6th RESOLUTION (ORDINARY) ▪ Approval of the components of remuneration and benefits paid during or allocated in respect of 2024 to Arnaud Lagardère, Chairman and Chief Executive Officer 7
Slide 93: 7th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 7th RESOLUTION (ORDINARY) ▪ Approval of the components of remuneration and benefits paid during or allocated in respect of 2024 to Jean-Christophe Thiery, Chairman and Chief Executive Officer 8
Slide 94: 8th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 8th RESOLUTION (ORDINARY) ▪ Approval of the components of remuneration and benefits paid during or allocated in respect of 2024 to Pierre Leroy, Deputy Chief Executive Officer 9
Slide 95: 9th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 9th RESOLUTION (ORDINARY) ▪ Approval of the 2025 remuneration policy for the Chairman and Chief Executive Officer 10
Slide 96: 10th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 10th RESOLUTION (ORDINARY) ▪ Approval of the 2025 remuneration policy for the members of the Board of Directors 11
Slide 97: 11th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 11th RESOLUTION (ORDINARY) ▪ Ratification of the co-optation of Jean-Christophe Thiery as a director 12
Slide 98: 12th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 12th RESOLUTION (ORDINARY) ▪ Ratification of the co-optation of Arnaud Lagardère as a director 13
Slide 99: 13th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 13th RESOLUTION (ORDINARY) ▪ Appointment of Valérie Hortefeux as a director for a four-year term 14
Slide 100: 14th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 14th RESOLUTION (ORDINARY) ▪ Appointment of Michèle Reiser as a director for a four-year term 15
Slide 101: 15th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 15th RESOLUTION (ORDINARY) ▪ Re-appointment of Yannick Bolloré as a director for a four-year term 16
Slide 102: 16th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 16th RESOLUTION (ORDINARY) ▪ Re-appointment of Véronique Morali as a director for a three-year term 17
Slide 103: 17th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 17th RESOLUTION (ORDINARY) ▪ Re-appointment of Arnaud de Puyfontaine as a director for a three-year term 18
Slide 104: 18th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 18th RESOLUTION (ORDINARY) ▪ Re-appointment of Nicolas Sarkozy as a director for a three-year term 19
Slide 105: 19th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 19th RESOLUTION (ORDINARY) ▪ Re-appointment of Valérie Bernis as a director for a two-year term 20
Slide 106: 20th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 20th RESOLUTION (ORDINARY) ▪ Re-appointment of Fatima Fikree as a director for a two-year term 21
Slide 107: 21st Resolution (Ordinary)
Combined General Meeting / 29 April 2025 21st RESOLUTION (ORDINARY) ▪ Eighteen-month authorisation for the Board of Directors to trade in the Company’s shares 22
Slide 108: 22nd Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 22nd RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue debt securities giving immediate or future access to the share capital of the Company’s subsidiaries and/or any other entity, with a €1.5 billion ceiling on t
Slide 109: 23rd Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 23rd RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue – with preemptive subscription rights – ordinary shares of the Company and/or securities giving immediate or future access to the Company’s share capital and/
Slide 110: 24th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 24th RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue by way of a public offer other than those referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – without preemptive subscrip
Slide 111: 25th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 25th RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue by way of a public offer other than those referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – without preemptive subscrip
Slide 112: 26th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 26th RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue by way of a private placement as referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – without preemptive subscription righ
Slide 113: 27th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 27th RESOLUTION (EXTRAORDINARY) ▪ Authorisation for the Board of Directors to issue additional securities in the event that an issue is oversubscribed, subject to the applicable ceilings 28
Slide 114: 28th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 28th RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue – without preemptive subscription rights – ordinary shares of the Company and/or securities giving immediate or future access to the Company’s share capital a
Slide 115: 29th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 29th RESOLUTION (EXTRAORDINARY) ▪ Overall ceilings of €85 million, €320 million and €1.5 billion on the total amounts of capital increases and issues of debt securities resulting from the authorisations in the preceding resolutions 30
Slide 116: 30th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 30th RESOLUTION (ORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to increase the Company’s share capital by capitalising reserves, profits or share premiums and issuing new shares and/or increasing the par value of existing shares, subje
Slide 117: 31st Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 31st RESOLUTION (EXTRAORDINARY) ▪ Twenty-six-month authorisation for the Board of Directors to issue – without preemptive subscription rights – ordinary shares of the Company and/or securities giving access to the Company’s share capital, to employees under c
Slide 118: 32nd Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 32nd RESOLUTION (EXTRAORDINARY) ▪ Four-year authorisation to be given to the Board of Directors to reduce the share capital by cancelling all or some of the shares purchased by the Company under share buyback programmes 33
Slide 119: 33rd Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 33rd RESOLUTION (EXTRAORDINARY) ▪ Thirty-eight month authorisation for the Board of Directors to award free performance shares to employees and senior executives of the Company and of related companies or groups 34
Slide 120: 34th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 34th RESOLUTION (EXTRAORDINARY) ▪ Thirty-eight month authorisation for the Board of Directors to award free shares to employees and senior executives of the Company and of related companies or groups 35
Slide 121: 35th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 35th RESOLUTION (EXTRAORDINARY) ▪ Ratification of the amendment made by the Board of Directors to articles 12 and 17 of the Articles of Association in accordance with applicable regulations 36
Slide 122: 36th Resolution (Extraordinary)
Combined General Meeting / 29 April 2025 36th RESOLUTION (EXTRAORDINARY) ▪ Update to the Company’s Articles of Association 37
Slide 123: 37th Resolution (Ordinary)
Combined General Meeting / 29 April 2025 37th RESOLUTION (ORDINARY) ▪ Powers for formalities 38