Lagardere Sa · EURONEXT:MMB

Lagardere Sa — Shareholder Meeting (June 2021)

85 slides from Lagardere Sa's shareholder meeting presentation, Jun 30, 2021

  1. Slide 1: Annual Ordinary and Extraordinary General Meeting

    ANNUAL ORDINARY AND EXTRAORDINARY GENERAL MEETING Wednesday, 30 June 2021 at 10 a.m.

  2. Slide 2: Summary Agenda

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SUMMARY AGENDA

  3. Slide 3: Annual Ordinary Part of the Meeting / Resolutions 1 to 14 and 44

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 ANNUAL ORDINARY PART OF THE MEETING / RESOLUTIONS 1 TO 14 AND 44  Approval of the Company and consolidated financial statements for the year ended 31 December 2020.  Allocation of the Company’s profit.  Ratification of the co-optati

  4. Slide 4: Ordinary and Extraordinary Part Relating to the Conversion

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 ORDINARY AND EXTRAORDINARY PART OF THE MEETING RELATING TO THE CONVERSION OF THE COMPANY / RESOLUTIONS 15 TO 29  Conversion of the Company into a joint-stock company with a board of directors, allocation of ordinary shares to the Gene

  5. Slide 5: Ordinary and Extraordinary Part Relating to Financial Authorisations

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 ORDINARY AND EXTRAORDINARY PART OF THE MEETING RELATING TO THE FINANCIAL AUTHORISATIONS / RESOLUTIONS 30 TO 43  Eighteen-month authorisation to trade in the Company’s shares.  Authorisations, for 26 months, subject to ceilings, to is

  6. Slide 6: 2021 General Meeting

    2021 GENERAL MEETING Arnaud Lagardère General and Managing Partner of Lagardère SCA 30 June 2021

  7. Slide 7: Agenda

    AGENDA 1 2020 highlights 2 Positioning, market trends and outlook 3 Update on CSR strategy 4 Proposed conversion into a Joint-Stock Company 7

  8. Slide 8: Key Highlights of an Exceptional Year

    KEY HIGHLIGHTS OF AN EXCEPTIONAL YEAR Strong and demonstrated resilience on the back of Lagardère Publishing’s exceptional performance and combined efforts  to mitigate Covid crisis impacts: ‒ Positive Group recurring EBIT in H2 2020 standing at €63m (vs -€218m in H1 2020) ‒ Lagardère Publishing 20

  9. Slide 9: 2020 Group Performance

    2020 GROUP PERFORMANCE (€m) 2019 2020 Revenue1 7,211 4,439 Group recurring EBIT1/2 378 (155) Free cash flow1/2 294 (256) Net debt at end of year1/2 (1,461) (1,733) Lagardère Sports reclassified within discontinued operations in 2019 and 2020 Notes 1. Excluding Lagardère Sports which has been classif

  10. Slide 10: Agenda

    AGENDA 1 2020 highlights 2 Positioning, market trends and outlook 3 Update on CSR strategy 4 Proposed conversion into a Joint-Stock Company 10

  11. Slide 11: An Entrepreneurial History of Strategic Divestments and Acquisitions

    AN ENTREPRENEURIAL HISTORY OF STRATEGIC DIVESTMENTS AND ACQUISITIONS ATG GZ Citi Tabak Tekro Strategic acquisitions 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Strategic divestments 7.4% of 10 French Distribution Distribution Distribution 42% of Radio assets in Le Monde Interactif magazines ac

  12. Slide 12: Successful Repositioning on Complementary Activities

    SUCCESSFUL REPOSITIONING ON COMPLEMENTARY ACTIVITIES WITH STRONG VALUE CREATION POTENTIAL Two strategic pillars Other Activities Other Activities Lagardère News / Lagardère Live Entertainment Leader in a sector with long-term growth A leader in publishing thanks to its rich potential despite the hea

  13. Slide 13: Lagardère Publishing: Stable and Resilient Market

    LAGARDÈRE PUBLISHING: STABLE AND RESILIENT MARKET FURTHER REINFORCED DURING COVID CRISIS Publishing market net sales in value1 Publishing market net sales in value1,2 2015–2019, €Bn, Print & Digital, France 2015–2019, €Bn, Print & Digital, USA +0% €2.6bn in 2020 +1% despite Covid 2.7 2.8 2.8 2.7 2.7

  14. Slide 14: Lagardère Publishing: Several Mega Market Trends

    LAGARDÈRE PUBLISHING: SEVERAL MEGA MARKET TRENDS SHAPING THE FUTURE OF THE INDUSTRY Market size evolution, In € TN, 2010–2030F – Before Covid Hardware/ Online Video Games Music Publishing Web services 4. Digital software shopping & 1. Rise of retail 4.4% 10.3 Shopping, retail, 4.7% Dining entertainm

  15. Slide 15: Lagardère Travel Retail: Strong Rebound Expected

    LAGARDÈRE TRAVEL RETAIL: STRONG REBOUND EXPECTED IN THE NEXT YEARS THANKS TO ONGOING VACCINE ROLLOUT … with strong rebound expected in the coming years thanks to Resilient market until 2020… strong fundamentals World airport traffic In bn PAX; 2000-2019 140 2001: 9/11 terrorist 2008 - 2009: global 2

  16. Slide 16: Lagardère Travel Retail: Travel Retail Outlook Remains Very Positive

    LAGARDÈRE TRAVEL RETAIL: DESPITE COVID CRISIS, TRAVEL RETAIL OUTLOOK REMAINS VERY POSITIVE Mid-term Covid impact Demand for passengers to travel + TRAFFIC DRIVERS Demand for corporate travel – Global migrations and global middle-class growth, especially in emerging markets = New travel opportunities

  17. Slide 17: Short-Term and Medium-Term Outlook

    SHORT-TERM AND MEDIUM-TERM OUTLOOK Other Activities Lagardère News / Lagardère Live Entertainment  LEAP project-related savings (around €100m),  Normalization of revenue in 2021 after an with first phase implemented in 2021 exception performance in 2020 Short-  Containing Capex and proactively ma

  18. Slide 18: Corporate Costs: Strong Reduction Since 2014

    CORPORATE COSTS: STRONG REDUCTION SINCE 2014 AND CONTINUOUS EFFORTS Corporate costs réduction (€m) -27% 83 70 LC&M 36% 61 28% 31% 37% Other 64% 72% costs 69% 2014 2019 2020 Mgmt. 62 37 Fees 18

  19. Slide 19: Lessons Learned from Covid Crisis

    LESSONS LEARNED FROM COVID CRISIS  Need for an agile and light SG&A structure at all levels  Necessity of an operational review of Travel Retail  Diversification of Travel Retail by activity and by geography  Increased focus on cash generation and Return On Capital Employed (“ROCE”)  More syste

  20. Slide 20: Agenda

    AGENDA 1 2020 highlights 2 Positioning, market trends and outlook 3 Update on CSR strategy 4 Proposed conversion into a Joint-Stock Company 20

  21. Slide 21: 4 Strategic Challenges of CSR for Lagardère

    4 STRATEGIC CHALLENGES OF CSR FOR LAGARDÈRE Challenge 2 Challenge 1 Limiting the environmental Placing people at the heart footprint of products of the strategy and services Challenge 3 Challenge 4 Sharing the social and cultural Ensuring ethical and diversity of activities responsible governance Fo

  22. Slide 22: CSR Measures Implemented by the Group

    CSR MEASURES IMPLEMENTED BY THE GROUP Increasing diversity within the teams Ensuring gender equality Paradies Lagardère: creation of a Diversity Reducing the use of plastic Awareness-raising and training activities and Inclusion Committee on the fight against sexism in France Lagardère Travel Retail

  23. Slide 23: Agenda

    AGENDA 1 2020 highlights 2 Positioning, market trends and outlook 3 Update on CSR strategy 4 Proposed conversion into a Joint-Stock Company 23

  24. Slide 24: Overview of the Proposed Conversion

    OVERVIEW OF THE PROPOSED CONVERSION  A project to change the Group’s corporate form into a joint-stock company with a Board of Directors  A conversion building upon a composed dialogue with shareholders  A renewed governance allowing the representation of main shareholders A continuity of managem

  25. Slide 25: Key Terms and Conditions

    KEY TERMS AND CONDITIONS  Conversion of the corporate form from a French partnership limited by shares (Société en Commandite par Actions) into a joint-stock company (Société Anonyme)  Issuance of 10 million new shares to the General Partners to compensate for the loss of their rights  New Board

  26. Slide 26: Shareholding Structure Post Conversion

    SHAREHOLDING STRUCTURE POST CONVERSION Current Chart Title Post conversion Chart Title Other Other 23% / 25% 21% / 23% 29% / 23% 27% / 22% 131m shares 7% / 6% 141m shares 7% / 11% 8% / 6% 12% / 18% 20% / 16% 19% / 15% 12% / 19% 14% / 16% % ownership1 / % voting rights2  No modification of existing

  27. Slide 27: Evolution of the Governance with Representation of Main Shareholders

    EVOLUTION OF THE GOVERNANCE WITH THE REPRESENTATION OF GROUP’S MAIN SHAREHOLDERS A renewed governance, with no shareholder controlling the Arnaud Lagardère Nicolas Sarkozy Véronique Morali company CEO Independant Independant Pierre Leroy Board Advisor  Appointment and revocation of the CEO and the

  28. Slide 28: Proposal of Appointment: Virginie Banet

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Virginie Banet  CEO of Iolite Financial Consulting  Member of the boards of Vallourec, Netgem and Mediobanca SpA  Graduate of the Institut d’Études Politiques de Paris and of the SFAF (French Society of Financial A

  29. Slide 29: Proposal of Appointment: Valérie Bernis

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Valérie Bernis  Former Deputy Managing Director of Engie  Former Chair and CEO of Paris Première  Member of the boards of France Télévisions, Atos and L’Occitane  Graduate of the Institut Supérieur de Gestion and

  30. Slide 30: Proposal of Appointment: Laura Carrere

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Laura Carrere  Commercial Director Southern Europe at EcoAct  Over 16 years of experience in investment banking  Graduate of the École Polytechnique and the École Nationale des Ponts et Chaussées  44 years old Car

  31. Slide 31: Proposal of Appointment: Fatima Fikree

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Fatima Fikree  Associate Director at Qatar Investment Authority  Chartered Financial Analyst  Graduate of the Tepper School of Business (Carnegie Mellon University)  29 years old Career • Chartered Financial Analy

  32. Slide 32: Employee Representative Director: Noëlle Genaivre

    MEMBER OF THE BOARD OF DIRECTORS REPRESENTING THE EMPLOYEES APPOINTED BY THE GROUP EMPLOYEES’ COMMITTEE Noëlle Genaivre  Administrative Manager of the Youth sector of Hachette Livre  Former member of the employee representative bodies of Hachette Livre and Lagardère group  Graduate of a BTS and a

  33. Slide 33: Employee Representative Director: Pascal Jouen

    MEMBER OF THE BOARD OF DIRECTORS REPRESENTING THE EMPLOYEES APPOINTED BY THE GROUP EMPLOYEES’ COMMITTEE Pascal Jouen  Larousse sales executive  Member of the employee representative bodies of Larousse  Graduate of the École des Beaux-Arts d’Angoulême  58 years old Career • Larousse sales executi

  34. Slide 34: Proposal of Appointment: Arnaud Lagardère

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A SIX-YEAR TERM Arnaud Lagardère  Managing Partner of Lagardère SCA  Holds a DEA post-graduate degree in economics from the University of Paris Dauphine  60 years old Career • Director and Chief Executive Officer of MMB, which beca

  35. Slide 35: Proposal of Appointment: Véronique Morali

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Véronique Morali  Member of the Executive Committee of Fimalac and Chair of Fimalac Développement  Chief Executive Officer of Webedia, Fimalac’s digital division  Member of the boards of Edmond de Rothschild SA (Fr

  36. Slide 36: Proposal of Appointment: Joseph Oughourlian

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Joseph Oughourlian  Founder and Managing Partner of Amber Capital  Chairman of Racing Club de Lens  Chairman of the Board of Directors of Prisa  Graduate of HEC Paris and IEP Paris  49 years old Career • Began hi

  37. Slide 37: Proposal of Appointment: Arnaud de Puyfontaine

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Arnaud de Puyfontaine  Chairman of the Management Board, Vivendi  Graduate of ESCP Business School, Institut Multimédias and Harvard Business School  57 years old Career • Started his career as a consultant at Arth

  38. Slide 38: Proposal of Appointment: Nicolas Sarkozy

    PROPOSAL OF APPOINTMENT AS A MEMBER OF THE BOARD OF DIRECTORS FOR A FOUR-YEAR TERM Nicolas Sarkozy  6th President of France’s Fifth Republic  Lawyer  66 years old Career • Mayor of Neuilly-sur-Seine (1983-2002), National Assembly Representative for Hauts-de-Seine (1988-2002), President of the Gen

  39. Slide 39: Proposal of Appointment as Board Advisor: Pierre Leroy

    PROPOSAL OF APPOINTMENT AS A BOARD ADVISOR (CENSEUR) FOR A FOUR-YEAR TERM Pierre Leroy  Co-Managing Partner of Lagardère SCA  Chairman and Chief Executive Officer of Hachette Livre  Graduate of the École Supérieure de Commerce de Reims business school and holds a degree in law  72 years old Care

  40. Slide 40: Full-Year 2020 Results

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 FULL-YEAR 2020 RESULTS Sophie Stabile Group Chief Financial Officer

  41. Slide 41: Strong Business Adaptability and Efficient Crisis Management Over 2020

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 STRONG BUSINESS ADAPTABILITY AND EFFICIENT CRISIS MANAGEMENT OVER 2020 Action plans delivering strong results in H2 2020, after H1 2020 initial impact  Lagardère Publishing very strong H2 2020, with +5% revenue growth, exceptional Rec

  42. Slide 42: Performance by Division

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PERFORMANCE BY DIVISION

  43. Slide 43: Strong Year in Publishing, Boosted by General Literature

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 STRONG YEAR IN PUBLISHING, BOOSTED BY GENERAL LITERATURE 2020 revenue by geographic area UK & France  +5% revenue growth in H2 2020: Australia*** 28% 21% 29%* • Attractive book offering 19%* • Strong adapting curve post-H1 2020 lockdo

  44. Slide 44: Increase in Profitability Driven by Exceptional Context

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 INCREASE IN PROFITABILITY DRIVEN BY EXCEPTIONAL CONTEXT Change in recurring EBIT (€m) and operating margin (%)  Favourable format and distribution channel mix in General Literature across geographies: 10.4% • E-books: +22% revenues vs

  45. Slide 45: Travel Retail: Revenue in Line with Passenger Air Traffic

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 TRAVEL RETAIL: REVENUE IN LINE WITH PASSENGER AIR TRAFFIC LEVELS 2020 monthly like-for-like revenue vs. passenger traffic +1%  Revenue correlated with global passenger air traffic • In Q4 2020, travel restrictions in several countries

  46. Slide 46: Mainland China Outperformance & Travel Essentials Resilience

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 MAINLAND CHINA OUTPERFORMANCE & TRAVEL ESSENTIALS RESILIENCE 2020 revenue by geographic area 2020 revenue by activity Mainland China 7% 2%* US & Canada 24% Other Asia- 25%* Pacific 6% 10%* Travel Duty Free €1,720m Essentials €1,720m &

  47. Slide 47: Focus on Opex & Capex

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 FOCUS ON OPEX & CAPEX Flow through*  Swift implementation of a massive cost savings plan: variabilising and reducing fixed costs by €605m to deliver a best-in-class 19.9% flow through in 2020 • Limiting impact of revenue decline on pr

  48. Slide 48: Radios & Press Less Impacted by Crisis

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 RADIOS & PRESS LESS IMPACTED BY CRISIS THAN LICENSES & VENUES 2020 revenue by activity  Radios and Press affected by decrease in advertising revenues due to successive lockdowns  ELLE brand license impacted by Covid crisis  Event ve

  49. Slide 49: Group Results

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 GROUP RESULTS

  50. Slide 50: 2020 Consolidated Income Statement

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 2020 CONSOLIDATED INCOME STATEMENT (€m) 2019 2020 Revenue 7,211 4,439 Group recurring EBIT* 378 (155) Income (loss) from equity-accounted companies** 6 (58)  Group Recurring EBIT significant Non-recurring/non-operating items 27 (336)

  51. Slide 51: 2020 Consolidated Statement of Cash Flows

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 2020 CONSOLIDATED STATEMENT OF CASH FLOWS (EXCLUDING LAGARDÈRE SPORTS, CLASSIFIED WITHIN DISCONTINUED OPERATIONS IN ACCORDANCE WITH IFRS 5) (€m) 2019 H1 2020 H2 2020 2020 Cash flow from (used in) operations before changes in working ca

  52. Slide 52: Strong Liquidity at Year-End with €1.6bn Available

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 STRONG LIQUIDITY AT YEAR-END WITH €1.6BN AVAILABLE  €1.6bn available liquidity (as of 31/12/20) including €687m cash position and €950m undrawn RCF amount Debt maturity profile (€m) 1,637 950 586 493 498 481 359 90 687 271 183 300 498

  53. Slide 53: Glossary

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 GLOSSARY

  54. Slide 54: Glossary (1/3)

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 GLOSSARY (1/3) Lagardère uses alternative performance measures which serve as key indicators of the Group's operating and financial performance. These indicators are tracked by the Executive Committee in order to assess performance and

  55. Slide 55: Glossary (2/3)

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 GLOSSARY (2/3)  Flow through is calculated by dividing the change in recurring operating profit of fully-consolidated companies (recurring EBIT) by the change in revenue. This indicator is used by the Group in the context of the Covid

  56. Slide 56: Glossary (3/3)

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 GLOSSARY (3/3)  Adjusted profit – Group share is calculated on the basis of profit for the period, excluding non-recurring/non-operating items, net of the related tax and of minority interests, as follows: Profit for the period exclud

  57. Slide 57: Reports of the Statutory Auditors

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 REPORTS OF THE STATUTORY AUDITORS Ernst & Young et Autres Mazars Represented by Represented by Bruno Bizet Simon Beillevaire

  58. Slide 58: Reports of the Statutory Auditors

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 REPORTS OF THE STATUTORY AUDITORS  Report on the Company’s financial statements (pages 92 to 94 of the General Meeting Brochure)  Report on the consolidated financial statements (pages 95 to 98 of the General Meeting Brochure)  Spec

  59. Slide 59: Report on the Company's Financial Statements

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 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 o

  60. Slide 60: Report on the Consolidated Financial Statements

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 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 a

  61. Slide 61: Special Report on Related-Party Agreements

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SPECIAL REPORT ON RELATED-PARTY AGREEMENTS  Seventh resolution • Agreements authorised since 31 December 2020: - agreement between Lagardère SCA and Amber Capital UK LLP and Amber Capital Italia SGR SpA acting on behalf of various com

  62. Slide 62: Report on the Conversion of Lagardère SCA

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 REPORT ON THE CONVERSION OF LAGARDÈRE SCA  Fifteenth resolution • Conversion of Lagardère SCA into a joint-stock company with a Board of Directors: - “(…) We can confirm, on the basis of our work, that the Company’s equity is at least

  63. Slide 63: Special Reports on Financial Authorisations

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SPECIAL REPORTS ON FINANCIAL AUTHORISATIONS  Thirty-first to forty-third resolutions • Authorisations on the following operations: - issuance of shares and/or securities with or without preemptive subscription rights for existing shar

  64. Slide 64: Supervisory Board: Membership and Activities

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SUPERVISORY BOARD: MEMBERSHIP AND ACTIVITIES Patrick Valroff Chairman of the Supervisory Board

  65. Slide 65: Membership of the Supervisory Board

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 MEMBERSHIP OF THE SUPERVISORY BOARD

  66. Slide 66: Membership of the Supervisory Board

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 MEMBERSHIP OF THE SUPERVISORY BOARD 9 members AUDIT  Patrick Valroff (Chairman) 3 members | 7 meetings | 92% attendance rate • Patrick Valroff (Chairman)  Jamal Benomar • Guillaume Pepy • Susan M. Tolson  Valérie Bernis  Soumia Mal

  67. Slide 67: Varied and Complementary Expertise

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 VARIED AND COMPLEMENTARY EXPERTISE  A Supervisory Board whose members have complementary profiles and expertise adapted to its oversight duties and to the Group’s businesses. 67

  68. Slide 68: Supervisory Board Activities and Operation

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SUPERVISORY BOARD ACTIVITIES AND OPERATION

  69. Slide 69: Activities of the Supervisory Board

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 ACTIVITIES OF THE SUPERVISORY BOARD Main subjects considered: Group business and finance:  close monitoring of the impacts of the Covid-19 crisis on the Group’s businesses, as well as the action plans put in place to address these imp

  70. Slide 70: Specialised Committees: Audit Committee

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SPECIALISED COMMITTEES Audit Committee  Information session on the impacts of the Covid-19 pandemic on the Group’s operations: Group’s financial communications, dividend, financing and liquidity position Patrick Valroff  Reviewing th

  71. Slide 71: Specialised Committees: Appointments, Remuneration and CSR

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SPECIALISED COMMITTEES Appointments,  Analysing the membership of the Board, along with member independence Remuneration and CSR and the appointment of new members Committee  Reviewing and drawing up the remuneration policies for the

  72. Slide 72: Specialised Committees: Strategy Committee

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 SPECIALISED COMMITTEES Strategy Committee  Reviewing the financial situation of the Group’s businesses and cash position, as well as the shareholder structure Guillaume Pepy  Reviewing the new strategic roadmap Gilles Petit  Assessi

  73. Slide 73: Presentation of the Resolutions

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PRESENTATION OF THE RESOLUTIONS

  74. Slide 74: Proposed Resolutions

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS  Approval of the financial statements – Allocation of the Company’s profit  Approval of the remuneration of corporate officers payable or granted for 2020  Approval of the remuneration policies of the Managing P

  75. Slide 75: Proposed Conversion into a Joint-Stock Company with a Board of Directors

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED CONVERSION OF THE COMPANY INTO A JOINT-STOCK COMPANY WITH A BOARD OF DIRECTORS  The conversion is being proposed with a view to: • Reaffirming the integrity and preservation of the Group’s scope • Composed shareholder dialogu

  76. Slide 76: Resolutions Relating to the Proposed Conversion: Board Appointments

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 RESOLUTIONS RELATING TO THE PROPOSED CONVERSION OF THE COMPANY INTO A JOINT-STOCK COMPANY WITH A BOARD OF DIRECTORS  Appointment of the first members of the Board of Directors • Proposed by Arnaud Lagardère: - Arnaud Lagardère - Véron

  77. Slide 77: Resolutions Relating to the Proposed Conversion: Board Membership

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 RESOLUTIONS RELATING TO THE PROPOSED CONVERSION OF THE COMPANY INTO A JOINT-STOCK COMPANY WITH A BOARD OF DIRECTORS Membership of the Board of Directors:  Expertise and vision of the Company and its various industries  High-level fin

  78. Slide 78: Other Proposed Resolutions

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 OTHER PROPOSED RESOLUTIONS  Remuneration policies for Arnaud Lagardère et Pierre Leroy as Chairman and Chief Executive Officer and Deputy Chief Executive Officer respectively: identical to those proposed in respect of their duties as

  79. Slide 79: Proposed Resolutions

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS

  80. Slide 80: Proposed Resolutions: Results 1 to 11

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate 1 Approval of the Company’s financial statements for the year ended 31 December 2020 99.91% 2 Approval of the consolidated financial statements for the year ended 31 December 2020 99.9

  81. Slide 81: Proposed Resolutions: Results 12 to 21

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate Approval of the components of remuneration and benefits paid during or allocated in respect of 12 99.78% 2020 to Patrick Valroff, Chairman of the Supervisory Board 13 Approval of the 2

  82. Slide 82: Proposed Resolutions: Results 22 to 31

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate 22 Appointment of Joseph Oughourlian as a member of the Board of Directors for a four-year term 99.47% 23 Appointment of Arnaud de Puyfontaine as a member of the Board of Directors for

  83. Slide 83: Proposed Resolutions: Results 32 to 34

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate Twenty-six-month authorisation for the Managing Partners, or the Board of Directors, if applicable, to issue – with preemptive subscription rights – ordinary shares of the Company and/

  84. Slide 84: Proposed Resolutions: Results 35 to 38

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate Twenty-six-month authorisation for the Managing Partners, or the Board of Directors, if applicable, to issue by way of a private placement, as referred to in section 1 of article L. 41

  85. Slide 85: Proposed Resolutions: Results 39 to 44

    Annual Ordinary and Extraordinary General Meeting / 30 June 2021 PROPOSED RESOLUTIONS Approval No. Resolutions rate Twenty-six-month authorisation for the Managing Partners, or the Board of Directors, if applicable, to increase the Company’s share capital by capitalising reserves, profits or share p

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