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Lagardere S A : Universal Registration Document including the Annual Financial Report – fiscal year 2025 (260417 lag deu gb)

Lagardere S A : Universal Registration Document including the Annual Financial Report – fiscal year 2025 (260417 lag deu

Lagardere SaApril 17, 20263
Lagardere S A : Universal Registration Document including the Annual Financial Report – fiscal year 2025 (260417 lag deu gb)

About this update from Lagardere Sa

2025 UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report UNIVERSAL REGISTRATION DOCUMENT including the Annual Financial Report Fiscal Year 2025 Lagardère SA A French joint-stock company (société anonyme) with share capital of €864,399,450.80 Registered office: 4 rue de Presbourg, 75016 Paris - France Registered with the Paris Trade and Companies Registry under number 320 366 446 Telephone: +33 (0)1 40 69 16 00 Website: https://www.lagardere.com The Universal Registration Document was filed on 27 March 2026 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 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. This document in PDF format is a translation into English of the official version of the Universal Registration Document prepared in ESEF format, filed with the AMF on 27 March 2026 and available on its website ( https://www.amf-france.org ). They can be viewed on the Company's website ( https://www.lagardere.com ). Message from the Chairman 5 and Chief Executive Officer Lagardère 2025 in brief 6 21 1 OVERVIEW OF THE GROUP 237 4 RISK FACTORS AND CONTROL SYSTEM AFR History 22 Organisation chart - Principal subsidiaries - Relations between the parent company and subsidiaries 24 Risk factors 238 Description of risk management and internal control procedures 247 255 AND RESULTS 5 NET ASSETS, FINANCIAL POSITION AFR Business activities and strategy AFR 25 Major investments 41 AFR Material contracts 42 Recent developments (since 1 January 2026) 44 AFR Outlook 44 45 2 SUSTAINABILITY STATEMENT AFR Earnings forecast 44 General disclosures 46 Environmental information 65 Social information 106 Governance information 139 Audit report on the Sustainability Statement 146 159 3 CORPORATE GOVERNANCE REPORT AFR Appendices 149 General principles of Lagardère SA's governance 161 Governance bodies 162 Additional information on members of the Board of Directors 186 Other governing bodies 189 Remuneration and benefits of the executive corporate officer 191 Remuneration and benefits of the members of the Board of Directors 209 Transactions with related parties (members of the Board of Directors) 210 Share capital 212 Items that could have an impact in the event of a public offer 223 Appendices 225 Per share data, dividend policy and share performance 256 Presentation of the financial position and consolidated financial statements of Lagardère SA 258 Lagardère SA consolidated financial statements at 31 December 2025 264 Presentation of the Lagardère SA parent company financial statements 350 Lagardère SA parent company financial statements at 31 December 2025 354 Statutory Auditors' report on the Company's financial statements 370 Statutory Auditors' report on the consolidated financial statements 373 Statutory Auditors' special report 379 6 ADDITIONAL INFORMATION on related-party agreements 376 General information about the issuer 380 Persons responsible for the information contained in the Universal Registration Document 380 Statement by the person responsible AFR for the Universal Registration Document 380 Details of the Statutory Auditors 381 383 7 CROSS-REFERENCE TABLES Documents on display 381 Cross-reference table with the Annual Financial Report 384 Cross-reference table with the management report 385 Cross-reference table for the Universal Registration Document with Annex 1 of European Regulation 2019/980 388 Items appearing in the Annual Financial Report are cross referenced with the following symbol AFR This page is left intentionally blank. ‌Ladies and Gentlemen, dear Shareholders, 2025 saw remarkable progress in the Group's financial results, with revenue up 4.6% to €9.4 billion and recurring EBIT rising 8% to €641 million. We also substantially reduced our debt. Buoyed by the strength all of our businesses, these record results undeniably demonstrate the relevance of our strategy and our operational excellence. Lagardère Publishing delivered robust growth led by a large number of publishing hits in France and English-speaking countries, and by strong momentum in Partworks and Board Games. The division further cemented its global leadership by becoming the third-largest publisher in the United States, and consolidated its positions through the acquisitions of Ducasse Édition, the Le Routard brand and Dutch board game distributor 999 Games. Meanwhile, Lagardère Travel Retail continued to build momentum, winning strategic tenders in its different businesses and opening numerous stores around the world, including taking over all Duty Free operations at Amsterdam Airport Schiphol (Netherlands). 2025 also saw the start-up of operations in five new countries (Albania, Cambodia, Cameroon, Rwanda and Turkey). In parallel, Lagardère Live continued its recovery, reporting steadily rising audience figures at Europe 1, stronger editorial content for the Journal du Dimanche and the ELLE licensing business, as well as record attendances at the Arkéa Arena. In December 2025, Louis Hachette Group, Lagardère's parent company, defined a common CSR strategy for all its activities, building on the historical commitments of Lagardère and Prisma Media, and underpinned by the tagline "Cultures in motion". This strategy embodies the Group's businesses and also the way in which they are operated, and is now the framework within which Lagardère pursues its sustainability commitments. First, the strategy is about fostering a culture of talent, cultivating diversity, developing skills and encouraging innovation in our teams. It is also about fostering a culture of impact, by decarbonising our activities and safeguarding resources throughout our value chain. It also means fostering a culture of trust, by ensuring ethical behaviour in our business relationships, and fostering a culture of openness, by supporting plurality in content creation and promoting access to education and culture for all. This strategy delivered results in 2025, as evidenced by the improvement in Lagardère's ESG ratings with Sustainalytics and EthiFinance. These achievements are first and foremost the result of the collective endeavour of the talented men and women in France and across the globe who work every day to ensure our Group's success. I am deeply grateful to them for their tireless commitment, which consistently propels us to new heights. With our sights firmly set on the future, we are well equipped to strengthen our leadership and continue delivering strong, sustainable growth, with the unfailing support of our anchor shareholder and the Bolloré family. I would also like to thank you, dear Shareholders, for your continued trust. Arnaud Lagardère Chairman and Chief Executive Officer of Lagardère SA ‌Created in 1992, Lagardère is an international group with operations in more than 50 countries worldwide. It employs over 33,000 people and generated revenue of €9,353 million in 2025. The Group focuses on two priority divisions: Lagardère Publishing, the world's third-largest book publishing group for the general public in the trade and educational markets, and the leader in France. Alongside more than 7,600 employees, it creates more than 15,000 original works each year as well as contributing to their broader circulation by innovating with digital and mobile reading formats. Its business also encompasses markets adjacent to book publishing, including board games and premium stationery. Lagardère Travel Retail is the world's third-largest travel retail merchant and number two in airports, with operations in three business segments: Travel Essentials, Duty Free & Fashion and Dining. Lagardère Travel Retail has more than 24,500 employees across an international network of more than 4,800 stores in around 1,000 airports and rail and urban transport stations. The Group's business scope also comprises Lagardère Live, which includes Lagardère News ( Le Journal du Dimanche, Le JDNews, Le JDMag and the ELLE brand licence), Lagardère Radio (Europe 1, Europe 2, RFM and advertising sales brokerage, controlled by Arnaud Lagardère but whose capital is wholly owned by the Group and consolidated in its financial statements), Lagardère Live Entertainment (venue management, production of concerts and shows, hosting and local promotional services) and Lagardère Paris Racing (sports club). Lagardère SA shares are listed on Euronext Paris. 1945 At the end of World War II, Marcel Chassagny founds Matra (Mécanique Aviation TRAction), a company focused on the defence industry. 1963 Jean-Luc Lagardère becomes Chief Executive Officer of Matra, which has diversified into aerospace and automobiles. 1974 Jean-Luc Lagardère is appointed Chief Executive Officer of Europe 1. 1980 Matra acquires the Hachette group, specialised in book publishing (Grasset, Fayard, Stock, etc.), magazines and newspapers ( ELLE, Le Journal du Dimanche, etc.) and distribution. 1981 Europe 1 is sold to the French State, which also acquires a 51% interest in Matra (excluding Hachette). 1986 Hachette regains control of Europe 1. 1988 Matra is privatised. 1992 Hachette is merged into Matra to form Matra-Hachette, and Lagardère Groupe, a French partnership limited by shares, is created as the umbrella company for the entire ensemble. 1996 Matra-Hachette is absorbed into Lagardère Groupe, which changes its name to Lagardère SCA. 1999 Aerospatiale Matra is created following the merger of Aerospatiale and Matra Hautes Technologies. 2000 The EADS consortium is formed following the merger of Aerospatiale Matra, CASA and DaimlerChrysler Aerospace. 2003 Jean-Luc Lagardère dies and Arnaud Lagardère is appointed Managing Partner of Lagardère SCA. 2004 The Group acquires a portion of Vivendi Universal Publishing's French and Spanish assets. 2011 The Group sells its international magazine operations. 2013 The Group divests its remaining interest in EADS. - 2015 The Group continues 2025 to expand its publishing and travel retail businesses in France and internationally. 2020 Completion of the Group's strategic refocusing around two main divisions: Lagardère Publishing and Lagardère Travel Retail. 2021 Lagardère SCA is converted into a French joint-stock company (société anonyme) and a new governance structure is implemented. Arnaud Lagardère is appointed Chairman and Chief Executive Officer. 2022 A friendly public tender offer is filed by Vivendi SE for Lagardère SA. 2023 The link-up between Vivendi SE and Lagardère SA is finalised. The radio unit becomes autonomous. 2024 Demerger of Vivendi SE. Louis Hachette Group, a company listed on Euronext Growth, becomes the new controlling shareholder of Lagardère SA. €9,353m Revenue More than 50 countries International footprint €641m Group recurring EBIT 542 Consolidated subsidiaries €367m CFAIT (1) More than 33,000 Employees REVENUE BY GEOGRAPHIC AREA (2) FRANCE 21% EUROPE (EXCL. FRANCE) 43% UNITED STATES AND CANADA 26% ASIA-PACIFIC 5% LATIN AMERICA, MIDDLE EAST AND AFRICA 5% REVENUE BY BUSINESS 66% 32% 2% Lagardère Publishing Lagardère Travel Retail Lagardère Live CFAIT: cash flow after interest and taxes. By destination. WORKFORCE BY GEOGRAPHIC AREA FRANCE Lagardère Publishing 2,767 Lagardère Travel Retail 1,985 Lagardère Live 899 Total 5,651 Total 12,977 Lagardère Live 27 EUROPE (EXCLUDING FRANCE) AMERICAS ASIA-PACIFIC AFRICA Lagardère Publishing 2,662 Lagardère Publishing 1,931 Lagardère Publishing 192 Lagardère Publishing 91 Lagardère Travel Retail 10,315 Lagardère Travel Retail 9,654 Lagardère Travel Retail 2,328 Lagardère Travel Retail 261 Total 11,612 Total 2,520 Total 352 WORKFORCE BY BUSINESS 24,543 7,643 926 Lagardère Publishing Lagardère Travel Retail Lagardère Live GOVERNANCE BOARD OF DIRECTORS Valérie Bernis Independent Arnaud Lagardère Chairman and Chief Executive Officer Nicolas Sarkozy Independent Yannick Bolloré 61 Average age Michèle Reiser Independent 55.5% Percentage of women on the Board (1) Fatima Fikree 55.5% Independance rate (2) Arnaud de Puyfontaine Marie Flavion Employee director Véronique Morali Independent Valérie Hortefeux Independent Pascal Jouen Employee director Audit Committee members Appointments, Remuneration and CSR Committee members Committee Chair Excluding employee directors. Afep-Medef Corporate Governance Code independence criteria. EXECUTIVE COMMITTEE Arnaud Lagardère Chairman and Chief Executive Officer, Lagardère and Hachette Livre Maxime Saada Vice-President of the Lagardère group Jean-Christophe Thiery Chairman and Chief Executive Officer of Louis Hachette Group and Deputy Chief Executive Officer of Hachette Livre Grégoire Castaing Deputy Chief Executive Officer of the Lagardère group in charge of Finance Pauline Hauwel Secretary General of the Lagardère group Constance Benqué Chair of Lagardère News and Chief Executive Officer of Lagardère Radio Frédéric Chevalier Chief Executive Officer of Lagardère Travel Retail CSR SCORECARD 2025 INDICATORS Adapting our business lines to decarbonise our operations 27% reduction in tCO₂eq/FTE emissions (Scopes 1 & 2, and Scope 3 emissions related to business travel) Caring for resources throughout our value chain 99.9% of paper certified or recycled (publishing and media) FOSTERING A CULTURE OF IMPACT From content creation to our stores, promoting the fulfilment of teams 70% of employees covered by engagement surveys Cultivating diversity, identifying skills and encouraging innovation 47% of top executives are women 11.8 hours of training on average per employee FOSTERING A CULTURE OF TALENT Supporting pluralistic content creation and the diverse voices that drive it 385 young creators supported by the Jean-Luc Lagardère Foundation since 1990 ( 13 additional grants in 2025) Promoting access to education and culture 29,018 audio books published in the Lagardère Publishing catalogue 11 projects funded by the Hachette Foundation for Reading in 2025 FOSTERING A CULTURE OF OPENNESS Ensuring ethical behaviour in our business relationships 90% of Group employees trained in anti-corruption Deploying even more responsible practices with our partners 91% of expenditure related to suppliers considered high risk has been assessed FOSTERING A CULTURE OF TRUST Lagardère Travel Retail is strengthening its commitment to its suppliers by joining the LESS (Low Emissions Sustainable Sourcing) platform alongside major players in the French retail sector, enabling the exchange of carbon data between manufacturers and retailers. Lagardère Live Entertainment obtained the Tourism and Disability Label for Arkéa Arena, reinforcing the accessibility of its shows. Lagardère Publishing is rolling out the Raising Readers programme in the United Kingdom and the United States to help adults pass on a love of reading to children. Lagardère Radio joined Ecoprod to better assess the carbon impact of its advertising. Lagardère's ESG risk continued to fall and stood at 12.87 in 2025 (compared to 14.23 in 2024). Lagardère obtained a score of 70/100, up 14 points from the previous year. No. 3 consumer publishing group worldwide No. 1 publishing group in France, no. 2 in the United Kingdom, no. 3 in the United States and Spain Joint No. 1 publisher of partworks worldwide No. 2 in premium stationery worldwide and in board games in France Revenue €3,001m Recurring EBIT €312m Employees 7,643 More than 200 publishing imprints 154,000 titles in digital format Over 15,000 new releases Spain and Latin America 7% 7% Other 26% United Kingdom (2) 19% Other (3) 10% Education 42% General Literature 10% Partworks 32% France 28% United States and Canada 19% Illustrated Books REVENUE BY GEOGRAPHIC AREA (1) REVENUE BY BUSINESS By destination. Including Ireland, India, Australia and New Zealand. Including Board Games. No. 3 operator in Travel Retail worldwide No. 2 operator in airport Travel Retail worldwide No. 1 operator in Travel Essentials worldwide No. 1 operator in Travel Retail in France No. 1 operator in Travel Retail Fashion in Europe No. 4 operator in airport Duty Free and in Dining in travel hubs worldwide Revenue €6,133m Recurring EBIT €334m Employees 24,543 Operations in some 300 airports Operations in 700 rail and urban transport stations Over 4,800 stores and restaurants REVENUE BY BUSINESS 39% Duty Free and Fashion 33% Travel Essentials REVENUE BY GEOGRAPHIC AREA (1) 4% Asia-Pacific 54% Europe (excl. France), Middle East and Africa 17% France 25% Americas 28% Dining By destination. Discover (Ireland). Aelia Duty Free (France). The Place # Roma (Italy). Relay (Czech Republic). Café Iruña (Spain). 3 press titles 1 global press brand 5 million 158 monthly employees readers (1) 3 radio stations 1 advertising sales brokerage more than 343 5.3 million employees daily listeners (2 ) Source: ACPM OneNext Global H1 2025; Brand audience over 30 days. Source: Médiamétrie EAR National; November-December 2025. 3 performance venues Over 1 million spectators Over 270 events organised by Euterpe Promotion 89 employees Arkéa Arena (France). 14,000 members 7 hectares of land 41 tennis courts and 8 padel courts 2 swimming pools (including 1 olympic-size) 220 employees La Croix Catelan (France). 2025 MILESTONES January Lagardère Travel Retail wins the tender for Dining at Frankfurt airport (Germany). Lagardère Live Entertainment celebrates the seventh anniversary of the Arkéa Arena entertainment venue with over 2.6 million spectators hosted since its creation. February Launch of Lagardère Travel Retail operations in Albania (Tirana airport). March Grupo Anaya titles are now sold and distributed by Hachette Book Group in North America. Lagardère Travel Retail wins the tender for Duty Free at Auckland airport (New Zealand). Lagardère News launches Le JDMag, a new women's weekly magazine designed to enhance the editorial offering of Journal du Dimanche. April Successful Schuldschein private placements by Lagardère SA for €300 million. Lagardère Publishing acquires 999 Games, the leading distributor of Board Games in the Netherlands. British publisher Bloomsbury joins the Hachette UK distribution network. Lagardère Travel Retail opens stores at Belfast airport (Northern Ireland) and commences operations in Cameroon (Yaoundé and Douala airports). May Lagardère Travel Retail takes over all Duty Free operations at Amsterdam Airport Schiphol (Netherlands) and begins operations in Turkey (Antalya airport). Lagardère Paris Racing hosts the fourth Clarins Trophy, a professional women's tennis tournament (WTA 125), at its Croix Catelan site in Paris. June Successful €500 million bond issue by Lagardère SA. Lagardère Travel Retail opens the Duty Free concession at Verona airport (Italy) as well as Duty Free, Duty Paid and Dining stores in the new Lima airport terminal (Peru). July Acquisition of the prestigious Ducasse Édition brand by Lagardère Publishing. Lagardère Publishing exceeds its carbon reduction targets and unveils a new strategy aimed at reducing its emissions by 50% by 2030 compared to 2019 levels. Frédéric Chevalier becomes Deputy Chief Executive Officer of Lagardère Travel Retail before being appointed Chief Executive Officer effective 1 March 2026. Lagardère Travel Retail wins the Travel Essentials tender for Terminal 2 at London Heathrow Airport (United Kingdom). Validation of Lagardère Travel Retail's carbon emission reduction targets by the SBTi. September Lagardère Travel Retail opens Duty Free and Dining stores and restaurants at two key Saudi Arabian airports (Medina and Tabuk). October Global release of the 41 st Asterix album ( Asterix in Lusitania ) published simultaneously in 19 languages and dialects. Lagardère Publishing acquires the Le Routard brand. Lagardère Travel Retail starts operations in Cambodia (Techo airport) and at the Singapore Cruise Centre. Duty Free concession win by Lagardère Travel Retail at London Luton Airport (United Kingdom). November Lagardère Travel Retail launches activities in Rwanda (Kigali Airport). The ELLE brand celebrates its 80 th birthday. December Lagardère publishing picks up more than 180 literary prizes worldwide in 2025, including nearly 80 in France. Europe 1, which celebrates its 70 th birthday, continues its recovery, with nearly 2.9 million daily listeners. 1 ‌OVERVIEW OF THE GROUP HISTORY 22 ORGANISATION CHART -PRINCIPAL SUBSIDIARIES -RELATIONS BETWEEN THE PARENT COMPANY AND SUBSIDIARIES 24 BUSINESS ACTIVITIES AND STRATEGY 25 Lagardère Publishing 25 Lagardère Travel Retail 29 Lagardère Live 34 MAJOR INVESTMENTS 41 Investment and innovation policy 41 Major investments in 2023 42 Major investments in 2024 42 Major investments in 2025 42 MATERIAL CONTRACTS 42 AFR Material contracts binding the Group 42 Contracts involving major commitments for the whole Group 43 RECENT DEVELOPMENTS (SINCE 1 JANUARY 2026) 44 Significant events 44 AFR Major changes in the Group's financial and commercial position 44 AFR OUTLOOK 44 Trend information 44 Outlook 44 EARNINGS FORECAST 44 Items appearing in the Annual Financial Report are cross referenced with the following symbol AFR ‌ 1.1 HISTORY The original purpose of Lagardère SA, named MMB up until 1992 and subsequently Lagardère Groupe until 1996, then Lagardère SCA until 2021, was to unite all media sector assets held by the Matra group in 1982 prior to the French State's acquisition of an interest in Matra's capital, so that the State would not be in a position of control. Under the initiative and management of Jean-Luc Lagardère, the Company then took control of Hachette, followed by Matra, which returned to the private sector in early 1988. In 1992, the activities of these two companies were combined when their two holding companies were merged to form Matra Hachette. At the same time, Lagardère Groupe changed its legal form and became a French partnership limited by shares. The restructuring process was completed in 1996, when Lagardère Groupe absorbed Matra Hachette and adopted its former name of "Lagardère SCA", which was changed to "Lagardère SA" further to the Company's conversion to a French joint-stock company (société anonyme) in 2021. Since then and to date, the following main changes have taken place in the Group's structure: ▶ Major alliances and divestments in the Defence and Space industries The European alliance strategy was initiated in the early 1990s, and underwent an important development in 1999 when Aerospatiale Matra was formed through the contribution of Matra Hautes Technologies - which held all of Lagardère's aerospace operations - to Aerospatiale. The process was completed in 2000 when all of Aerospatiale Matra's businesses were merged with those of DaimlerChrysler Aerospace AG and Spanish company CASA to form the European company EADS NV (since renamed Airbus Group SE), in which Lagardère indirectly held an interest of approximately 15%. This stake was reduced to 7.5% in 2009 and the entire remaining interest was then sold in 2013. The Lagardère group no longer owns any interest in Airbus Group SE. ▶ Repositioning and streamlining in the media and communication industries, by means of: a takeover of businesses in these two sectors in 1999, with the bid for Europe 1 Communication (Audiovisual business), and the share exchange offer for Hachette Filipacchi Médias (Magazine Publishing business) in 2000, followed by an offer to purchase all of the remaining minority interests; several agreements signed, essentially in the audiovisual sector (acquisition of a 34% interest in CanalSatellite, replaced in early 2007 by a 20% interest in the pay television operator Canal+ France and the sale of this interest to the Vivendi group in 2013); the combination of the Audiovisual, Digital and Magazine Publishing businesses within a new entity, Lagardère Active, in 2006; from 2010, Lagardère Active began to streamline and rationalise its activities. This process notably involved: the sale of the International Magazine Publishing business to Hearst in 2011 (102 publications in 15 countries), the sale of the Radio business in Russia in 2011, the sale of ten French Magazine Publishing titles in 2014. ▶ Creation of a Sports division, first named Lagardère Unlimited and later Lagardère Sports and Entertainment, through: the acquisition, between 2007 and 2008, of Sportfive (management of sports broadcasting and marketing rights), IEC in Sports (media rights), World Sport Group (management of sports audiovisual broadcasting rights in Asia), and Upsolut and PR Event (organisation of sports events); the combination of all the Sports division entities with the Best group (agents to stars and sports personalities) within the Lagardère Sports and Entertainment division in 2010. ▶ Continued development of Lagardère Publishing with a steady stream of investments in attractive country markets like France, Spain, the United States, the United Kingdom and Australia, enabling it to go from 11 th position to become the third-largest publisher in the world with: the acquisition in 2002-2004 of Vivendi Universal Publishing's European assets in France and Spain, and of Hodder Headline's businesses in the United Kingdom; the acquisition in 2006 of US publisher Time Warner Book; the acquisitions in 2016 and 2017 of US publishing group Perseus Books, leading UK e-book publisher Bookouture, and Summersdale, a UK publishing house; the acquisitions between 2020 and 2024 of UK-based Laurence King Publishing and Welbeck Publishing Group, and of US-based Workman Publishing and Sterling Publishing. Since 2019, Lagardère Publishing has diversified into adjacent businesses through a number of acquisitions in France and internationally: board game publishing and distribution, including Blackrock Games and Gigamic (2019), Le Scorpion Masqué, Hiboutatillus and Sorry We Are French (2021), as well as 999 Games (2025); premium stationery via Paperblanks (world number two) in 2022. ▶ Development of the Lagardère Travel Retail division: the Travel Retail business has increased in stature through organic growth and major acquisitions. Examples of some key transactions include: in 2012, the acquisition of ADR Retail, a Duty Free/Duty Paid operator in Rome airports; in 2014 and 2015, the acquisitions of Gerzon Holding (operator of fashion stores at Amsterdam Airport Schiphol in the Netherlands), the Airest group (operator of 200 stores in 11 countries) and Paradies (an airport travel retail leader in North America, with concessions in more than 76 airports); in 2018 and 2019, the acquisitions of Hojeij Branded Foods (a leading Dining company in North America) and International Duty Free (a Travel Retail leader in Belgium); in 2021, signing of a strategic partnership agreement with JD.com to accelerate the growth and digitalisation of the businesses in China; in 2022 and 2023, the strengthening of the Dining segment with the acquisitions of Creative Table Holdings (concession operator at Dubai airport), Marché (Swiss group with operations in six countries) and Tastes on the Fly (North American concession operator); in 2025, the acquisition of a 70% stake in Schiphol Consumer Services Holding (Duty Free operator at Amsterdam Airport Schiphol, the Netherlands). 1 Overview of the Group At the same time, Travel Retail completed the disposal of its Distribution business, selling its Magazine Distribution activities in the United States (2015) and its Press Distribution businesses in Europe (2015-2017). ▶ In 2018, the Group launched a strategic refocusing around two main divisions, each of which is a world leader in its respective sector: Lagardère Publishing and Lagardère Travel Retail. To achieve this objective, from 2018 to 2020, the Group divested Lagardère Active assets, with the exception of Lagardère News (press and radio), as well as Lagardère Sports (except for the activities of Lagardère Live Entertainment). ▶ Conversion of Lagardère into a French joint - stock company (société anonyme) and implementation of a new governance structure In 2021, following a significant change in its ownership structure and with a view to achieving a composed shareholder dialogue, managerial continuity and reaffirmation of the integrity of the Group, Lagardère SCA was converted into a French joint-stock company (société anonyme) with a Board of Directors made up of representatives of its main shareholders. Arnaud Lagardère was then appointed Chairman and Chief Executive Officer for a period of six years. ▶ Friendly transaction between Lagardère SA and Vivendi SE On 21 February 2022, Vivendi SE filed a friendly public tender offer for Lagardère SA, which ran from April to June 2022. At the end of this offer, Vivendi SE held 57.35% of Lagardère SA's share capital, but could not exercise all the voting rights attached to its shareholding pending authorisation from the competition authorities. On 9 June 2023, the European Commission authorised Vivendi SE to acquire control of Lagardère SA, subject to the sale by Vivendi of 100% of the share capital of Editis and of Gala magazine to approved buyers. Following the completion of these two sales, the link-up between Vivendi SE and Lagardère SA was finalised on 21 November 2023. ▶ Autonomy for the radio unit On 25 October 2023, Arcom, the French audiovisual regulator, approved the proposal to make the Lagardère group's radio unit (Europe 1, Europe 2 and Advertising Sales Brokerage) autonomous. Lagardère Radio, the head company of the radio unit, has been converted into a French partnership limited by shares (société en commandite par actions), of which Arnaud Lagardère is indirectly General Partner and personally Managing Partner. In this dual capacity, he is solely responsible for supervising the management and teams of the radio division and is the ultimate decision-maker on editorial policy. The move to make the radio unit autonomous is part of the commitment, reiterated many times by Lagardère SA's Board of Directors, to preserve and maintain the Group's integrity, sustainability and managerial continuity. ▶ Partial demerger of Vivendi SE and creation of Louis Hachette Group On 13 December 2024, the 66.53% stake in Lagardère SA held by Vivendi SE was transferred, along with the entire share capital of Prisma Media, to Louis Hachette Group (listed on the Euronext Growth market since 16 December 2024), Lagardère SA's new controlling shareholder. ‌ORGANISATION CHART - PRINCIPAL SUBSIDIARIES - RELATIONS BETWEEN THE PARENT COMPANY AND SUBSIDIARIES Lagardère SA's role in respect of its subsidiaries is described in section 4.2 below, and in the Lagardère SA Company financial statements (including the notes) in sections 5.4 and 5.5. In addition, note 5 to Lagardère SA's consolidated financial statements also includes segment information, by division and by geographic area. 100% LAGARDÈRE SA (1) 100% 100% LAGARDÈRE RESSOURCES SASU Company managing all of the Group's corporate resources LAGARDÈRE PARIS RACING RESSOURCES SASU 100% 100% 100% 100% LAGARDÈRE MEDIA SASU (2) HACHETTE LIVRE SA LAGARDÈRE TRAVEL RETAIL SASU Books (paper, digital and audio formats), Partworks, Board Games, and Premium Stationery Retail operations and concessions at transport hubs in three fields: Travel Essentials, Duty Free & Fashion, and Dining LAGARDÈRE LIVE ENTERTAINMENT SAS LAGARDÈRE ACTIVE SASU Venue management and production of live shows and concerts, hosting and local promotional services Lagardère News (Le Journal du Dimanche, Le JDNews, Le JDMag and the ELLE brand license) Lagardère Radio SCA (3) (Europe 1, the French music radio networks [Europe 2 and RFM] and advertising sales brokerage) Lagardère Live (formerly "Other Activities") Organisation chart at 31 December 2025. Lagardère Media is the holding company for all Group operations. Percentages correspond to share capital and voting rights. Controlled by Arnaud Lagardère. The Group operates (except for Lagardère Radio, see hereafter) through subsidiaries that are wholly owned by Lagardère Media, which is itself wholly owned by Lagardère SA. These operating units are: ▶ Hachette Livre: a French holding company for the Lagardère Publishing division; ▶ Lagardère Travel Retail: a French holding company for the Lagardère Travel Retail division; ▶ Lagardère Active: a French holding company for Lagardère News and Lagardère Radio, whose subsidiaries (Europe 1, Europe 2, RFM and Advertising Sales Brokerage) are controlled by Arnaud Lagardère; ▶ Lagardère Live Entertainment: a French holding company for the entertainment businesses; ▶ Lagardère Paris Racing Ressources: a company operating the Croix Catelan site; ▶ Lagardère North America, Inc: a US holding company for the US subsidiaries of the Lagardère Publishing and Lagardère Travel Retail divisions. Lagardère Live comprises Lagardère Active, Lagardère Live Entertainment and Lagardère Paris Racing Ressources, together with the Group Corporate function (see organisation chart above). A detailed list of the Group's 542 consolidated subsidiaries and their locations is provided in note 38 to the consolidated financial statements. ‌Created in 1992, Lagardère is an international group with more than 33,000 employees based in more than 50 countries around the world. ‌The Group focuses on two main businesses: Lagardère Publishing (Books, Partworks, Board Games and Premium Stationery) and Lagardère Travel Retail (Travel Essentials, Duty Free & Fashion, Dining). Overview of the Group 1 1.3 BUSINESS ACTIVITIES AND STRATEGY AFR The Group's business scope also comprises Lagardère Live (1) , which includes Lagardère News ( Le Journal du Dimanche, Le JDNews, Le JDMag and the ELLE brand licence), Lagardère Radio (Europe 1, Europe 2, RFM and the advertising sales brokerage - subsidiaries controlled by Arnaud Lagardère but wholly owned by the Group and consolidated in its financial statements), Lagardère Live Entertainment (venue management, concert and show production, hosting and local promotional services) and Lagardère Paris Racing (sports club). 1.3.1 LAGARDÈRE PUBLISHING Founded in 1826, Lagardère Publishing is the world's third-largest consumer publishing group in the trade and education markets (2) , operating mainly under the Hachette Livre imprint. Represented directly or indirectly in more than 70 countries, it comprises more than 200 publishing brands and publishes over 15,000 new titles a year in a dozen languages, with a strong presence in the three main language groups (English, Spanish and French). With more than 7,600 employees, Lagardère Publishing has a balanced and diversified portfolio serving all segments of the general interest publishing market, including textbooks and extra-curricular works, general literature, children and young adult titles, graphic novels, lifestyle, humanities and social sciences works, fine arts books, travel guides, historical works, dictionaries and partworks. Most of its new publications are also published in digital format in France, the United Kingdom and the United States. They are sold as e-books and downloadable audio books. Lagardère Publishing has over recent years also diversified into markets adjacent to book publishing, such as board games (Hachette Boardgames) and premium stationery (Paperblanks). Its business model is based on its publishing-diffusion-distribution value chain. Thanks to its highly reputed publishing houses and brand names, Lagardère Publishing fully leverages its close relationships with authors, the expertise of its sales force, the rigorous logistics organisation of its distribution network and the commitment of its highly trained employees. The independence of the division's publishing houses, which are fully responsible for their own creative processes and editorial decisions, encourages both creativity and internal competition. Each publishing house is responsible for relations with its own authors. Excellent individual relationships enable publishers to control the copyright portfolio and offer seamless supply to the paperback sector, mainly in France, and also give rise to merchandising opportunities. Central management functions in turn enable Lagardère Publishing to devise and implement a coordinated strategy, negotiate from a better position with large accounts and suppliers, and leverage economies of scale. MARKET TRENDS (3) Like 2024, 2025 was a year of contrasting trends across geographic areas. For example, the French market declined by 1.5% in 2025 (after a decline of 0.3% in 2024), reflecting sluggish performances in the Graphic Novels, Travel Guides and Children and Young Adult segments, partially offset by strong momentum in General Literature. On the other hand, the United Kingdom and the United States markets recorded a decline of 0.5%. Digital audiobooks also continued to grow in both countries. Lastly, in Spain, the Trade market grew by 3.8% in 2025, thanks to strong sales in the Fiction and Children and Young Adult segments. Against this backdrop, revenue for Lagardère Publishing was up 4.5% year on year as reported and up 2.7% like for like. Its leading positions combined with major publishing success in all its markets and strict operational management helped it maintain a high level of activity and earnings in a relatively lacklustre economic environment. Formerly referred to as "Other Activities". World publishing rankings prepared internally by Lagardère Publishing based on: the annual financial reports of the groups in question (most cases); rounded out with the annual Livres Hebdo rankings (prepared with Rüdiger Wischenbart Content and Consulting, and generally used subsequently in partnership with The Bookseller, Publishers Weekly and Buchreport ), and sometimes based on direct contacts with the groups in question (i.e., when annual reports are not available); taking into account private publishing companies in the Textbook market (excluding professional, and scientific, technical and medical publishing) and general interest (Trade). Source: GfK for France and Spain, Nielsen BookScan for the United Kingdom and AAP for the United States. Market trends are expressed in value terms, with the exception of the United States, for which trends are expressed by volume. BUSINESS ACTIVITIES Contribution to consolidated revenue in 2025: €3,001 million (versus €2,873 million in 2024). Breakdown of revenue by activity 2025 2024 Education 10% 10% Illustrated Books 19% 19% General Literature 42% 43% Partworks 10% 9% Other (*) 19% 19% Total 100% 100% (*) Including Board Games. Breakdown of revenue by geographic area (1) 2025 2024 France 32% 32% United Kingdom (*) 26% 26% United States and Canada 28% 28% Spain and Latin America 7% 6% Other 7% 8% Total 100% 100% (*) Including Ireland, India, Australia and New Zealand. FRANCE (2) Lagardère Publishing is France's leading publishing group through more than fifty imprints covering the full range of genres. General Literature comprises prestigious publishing houses such as Grasset, Fayard, Stock, Calmann Lévy and JC Lattès. Each is prominent in a specific domain, but competes with the division's other publishing houses and with rival publishing groups' brands. In addition, Le Livre de Poche, which releases second editions (i.e., paperback reprints) for all Lagardère Publishing houses and for many non-group publishers, is today France's leading source of General Literature paperbacks. Lastly, Audiolib publishes audiobooks mainly in digital formats. Hachette Illustré covers the entire range of Illustrated Books, and is number one in France for Lifestyle (Hachette Pratique, La Plage and Marabout) and Travel guides (Hachette Tourisme and Le Routard). Hachette Illustré is the market leader in Youth Works (Hachette Jeunesse Disney, Hachette Jeunesse, Hachette Romans, Deux Coqs d'Or, Gautier-Languereau and Le Livre de Poche Jeunesse). It boasts valuable editorial assets in this market, including characters such as Asterix, Babar, Noddy and Fantômette. Lagardère Publishing also enjoys a commanding position in fantasy literature through Bragelonne, the French publisher of Andrzej Sapkowski's best-selling The Witcher saga. In Textbooks, Lagardère Publishing is the leading publisher in France with Hachette Éducation, the Alexandre Hatier group and Le Livre Scolaire. These entities include such reputed publishers as Hachette, Hatier, Didier and Foucher and other powerful brands (Bled, Bescherelle, Passeport, Littré and Gaffiot), enabling it to occupy a leading position on the extra-curricular book segment. Lagardère Publishing is also France's largest publisher of both monolingual and bilingual dictionaries, with such well-known imprints as Larousse, Hachette and Harrap's. In addition, Dunod-Armand Colin, the specialist Academic and Professional publishing imprint, is the leader in the French humanities market. Lagardère Publishing is also present in the corporate segment (management, marketing, finance, etc.), private wealth management (estate planning, stock market investing, etc.) and business-related self-help through the Maxima brand. Lastly, distribution on behalf of Lagardère Publishing and other non-Group publishing houses under exclusive contracts is carried out through a distribution network managed principally from the national centre in Maurepas. The division handles approximately 250 million copies per year and supplies over 15,000 stores. Hachette Livre Distribution, the number one distributor in France, also operates in Belgium, Switzerland and French-speaking Canada. In 2025, business in France grew by 2%. Growth in the Illustrated Books division was driven by the release of a new Asterix album (Asterix in Lusitania) and the success of colouring books, manga (notably the Blue Lock series by Pika) and the Stitch phenomenon. However, the division was impacted in Children and Young Adult by a downturn on titles by Sarah Rivens (specifically the Captive series) and the Romance genre in general, as well as a contraction in the Travel Guides and Fine Arts Books markets. Publishers in the Education segment also posted strong growth bolstered by primary and middle school curriculum reform. Finally, Larousse recorded a rise in revenue driven by the Practical Guides segment (notably air fryer recipe books and colouring books). By destination. Source: data from the GfK survey panel and the education group of the French Publishers Association. 1 Overview of the Group At the same time, General Literature sales declined due to the absence of best-sellers to rival those released in 2024, despite successes in 2025 with Dan Brown's The Secret of Secrets and Aurélie Valognes' La fugue (JC Lattès), Pierre Lemaitre's Un avenir radieux and Michael Connelly's Nightshade (published in French as Sous les eaux d'Avalon , Calmann-Lévy), as well as Philippe de Villiers' Populicide, Nicolas Sarkozy's Le journal d'un prisonnier and Jordan Bardella's Ce que veulent les Français (Fayard). Le Livre de Poche also experienced a decline in sales in the absence of a new Guillaume Musso title in 2025, while Audiolib's growth was driven by a partnership with Spotify, signed in October 2024, which expanded access to its audio books. INTERNATIONAL (1) United Kingdom and the Commonwealth In the United Kingdom, Hachette UK is the second-largest trade publisher with more than 60 publishing houses organised around ten divisions: Octopus for Illustrated Books, Orion, Hodder & Stoughton, John Murray Press, Headline, Little, Brown, Quercus, Bookouture and Welbeck Publishing for General Literature, as well as Hachette Children's Group in the Children and Young Adult segment. These divisions and their brands have also enabled Lagardère Publishing to develop operations in Australia, New Zealand, Ireland, India and the English-speaking Caribbean. In addition, Hachette UK is one of the three main publishers in the Textbooks market, with Hachette Learning (formerly Hodder Education), Illuminate Publishing and John Catt Educational. Lastly, it has a local distribution business with an automated warehouse in Didcot (Oxfordshire). Following a record-breaking 2024, Hachette UK recorded revenue growth of 3% in 2025, driven by the immense success of Rebecca Yarros' Onyx Storm (which also boosted backlist sales of the series), the release of new novels by Robert Galbraith (The Hallmarked Man) and Ken Follett (Circle of Days), and further sales of Freida McFadden's The Housemaid series. The business also benefited from the takeover of Bloomsbury's distribution in April 2025. By contrast, the Children and Young Adult segment was relatively sluggish in the absence of a major release, and the Education segment declined as a result of the reduction in public funding for the purchase of textbooks. Lastly, digital sales grew in audio (up 11%) and e-books (up 7%). United States Hachette Book Group is the third-largest trade publisher in the United States with more than 40 imprints, including: Grand Central Publishing, Little, Brown and Company, Little, Brown Books for Young Readers and Union Square & Co. in the General Literature and Children and Young Adult segments, FaithWords and Worthy Books in Religious and Self-Help Literature, Center Street for Political Essays, Orbit in Science Fiction, Running Press Group and Basic Book Group in Non-fiction, Mulholland Books in Thrillers, and Workman Publishing in the Children, Illustrated and Non-fiction segments. In 2025, HBG recorded a 3% increase in revenue on a like-for-like basis (restated for the acquisition of Sterling Publishing in November 2024). This was driven primarily by new releases from Grand Central Publishing (including Callie Hart's Brimstone, Reese Witherspoon and Harlan Coben's Gone Before Goodbye and Abby Jimenez's Say You'll Remember Me ), as well as significant backlist sales (notably Colleen Hoover's Verity, Freida McFadden's The Housemaid and Callie Hart's Quicksilver ). Little, Brown and Company also performed strongly (with titles such as Michael Connelly's Nightshade and Bill Clinton and James Patterson's The First Gentleman ), as did Orbit (thanks to the success of Rachel Gillig's The Knight and the Moth and reprints of her The Shepherd King duology) and Little, Brown Books for Young Readers (anniversary reprint of Stephenie Meyer's Twilight series). Lastly, digital sales grew in audio (up 7%) and e-books (up 5%). Spain and Latin America Hachette España, which has some 20 imprints, is the third-largest general publisher in Spain and ranks as the number two publisher of textbooks through Anaya and Bruño. These two houses are key players in the Education, Extra-curricular books, and General Literature (adults and children) segments. Lagardère Publishing is also very well established in Spanish-speaking markets through its Larousse, Anaya, Bruño, Alianza, Algaida, Barcanova, Xerais, Contraluz and Salvat brands. In Mexico, it is one of the leading textbook publishers, with a growing General Literature business. (1) Source: internal data, based on Nielsen BookScan in the United Kingdom, data from the GfK panel in Spain and AAP in the United States. In 2025, Hachette España saw a 4% decline in business due to the conclusion of the curriculum reform process - a decline that was not fully offset by robust sales in the General Literature, Children and Young Adult, and Fiction categories (driven notably by the latest Asterix album and Callie Hart's Quicksilver ). Business was also down in Mexico, particularly in the Dictionaries segment. Partworks Through its Hachette Collections division, Lagardère Publishing is the world's joint leading publisher of partworks. Sold by the issue on newsstands and through direct sales, partworks are published in 16 languages across some 39 countries. The Partworks business grew by 5% in 2025 (particularly in the United Kingdom, the United States, Poland and Latin America). Board Games Since 2019, Hachette Livre has been successfully expanding in the publication and distribution of board games in France and internationally. Hachette Boardgames brings together publishers Gigamic, Studio H, Funnyfox, Le Scorpion Masqué, Sorry We Are French, Catch Up Games, La Boîte de Jeu and Hiboutatillus. It also includes distributors Gigamic, Blackrock Games, Randolph, Hachette Boardgames USA, Hachette Boardgames UK and Hachette Boardgames Benelux. In 2025, Hachette Livre acquired 999 Games, the leading board game distributor in the Netherlands and Belgium, which distributes approximately 2.5 million games annually. The business continued its growth in 2025, achieving a 10% increase (on a like-for-like basis restated for 999 Games), driven by the success of Flip 7 (published by Catch Up Games) and consistently strong sales of games released in previous years, such as Skyjo and Crack List (distributed by Blackrock) and Sky Team (published by Le Scorpion Masqué). AWARDS AND RECOGNITION In 2025, Lagardère Publishing's French imprints were honoured with more than 180 literary prizes worldwide, including some 80 awards in France. ▶ Grasset: Prix Renaudot for Adélaïde de Clermont-Tonnerre's Je voulais vivre ; Prix Femina (Essay) for Marc Weitzmann's La part sauvage ; Prix Jean d'Ormesson for Olivier Guez's Mesopotamia . ▶ Stock: Prix de Flore for Rebeka Warrior's Toutes les vies . ▶ JC Lattès: Femina foreign book prize and Prix du Roman Fnac for John Boyne's The Elements (published in French as Les Éléments ). ▶ Calmann-Lévy: Prix Maison de la Presse for Johana Gustawsson's Les morsures du silence, Grand Prix de Littérature Américaine for Taffy Brodesser-Akner's Long Island Compromise (published in French as Le compromis de Long Island ). ▶ Gautier-Languereau: Prix Landerneau (Children's Album) for Bernard Villiot and Pierre Breton's Le prince et le grand chêne . ▶ Bragelonne: Prix Babelio - Fantasy for Sarah Beth Durst's The Spellshop (published in French as La petite boutique de sortilèges ). ▶ Hachette Book Group: PEN Open Book Award for Kali Nicole Gross' Vengeance Feminism (Basic Books), alongside 15 additional Nautilus Book Awards for various HBG titles. ▶ Hachette UK: Pulitzer Prize for Biography for Jason Roberts' Every Living Thing (Quercus); Women's Prize for Non-Fiction for Rachel Clarke's The Story of a Heart (Little, Brown Book Group); Waterstones Book of the Year and Waterstones Debut Fiction Prize for Lucy Steeds' The Artist (John Murray Press). ▶ Grupo Anaya: Premio FIL de Literatura en Lenguas Romances awarded to Amin Maalouf for his lifelong body of work. COMPETITION In France, Lagardère Publishing's main competitors are Editis, Madrigall, Albin Michel and Média-Participations. Outside France, the division operates alongside competitors such as Pearson, Penguin Random House, Scholastic, Simon & Schuster, HarperCollins, Planeta and Holtzbrinck (Macmillan Publishers). OUTLOOK Lagardère Publishing anticipates contrasting trends in 2026, reflecting the fact that there is no new Asterix album scheduled in France and worldwide, or national curriculum reform in Spain. By contrast, France will benefit from a second year of middle school curriculum reform. In line with these expectations, and in a still uncertain economic climate, Lagardère Publishing will continue to diligently manage its businesses and secure the operating performance of all its business lines, while leaving its editorial teams complete creative freedom to seize growth opportunities in all business segments and geographic areas. Lastly, the division will actively pursue its strategy of targeted acquisitions in its core business as well as in markets adjacent to book publishing, such as board games. RESEARCH AND DEVELOPMENT Lagardère Publishing is assertively pursuing a two-pronged research and development strategy. First, the division's Strategy and Innovation department has initiated and supported more than 50 projects in France and internationally since its creation in 2015. Today, the Department meets regularly with start-ups, tracking and experimenting with the latest developments, while participating in innovation events and conferences. Lagardère Publishing has also established a Digital R&D hub that designs and develops proprietary solutions focused on three technical pillars: data, e-book production and the integration of generative AI into business processes. These ever-evolving skill sets - connected with the academic world to ensure the company remains at the forefront of technology - are made available to business line and cross-functional teams in France and internationally. 1 Overview of the Group ARTIFICIAL INTELLIGENCE 2025 also saw the growing take-up of generative artificial intelligence (GenAI) across the book industry. This development encompasses artistic creation (AI-generated works), the protection of copyrighted content and the optimisation of business processes. To address these issues, Lagardère Publishing responsively organised awareness-building sessions for all employees and led a number of exploratory and research projects on the technology to identify its potential and limits, while remaining true to its publishing DNA. In addition, the division has taken measures to protect its content and is now a driving force in the industry, both in France and worldwide, in asserting copyright, while at the same time integrating GenAI in its business processes wherever relevant. PIRACY Combating print, digital and audio book piracy is an important issue for Lagardère Publishing. In response, the division is taking action on a number of levels, starting by asking digital book distributors and sellers to protect their files with strong digital rights management (DRM) technology. Lagardère Publishing is a pioneer in online anti-piracy monitoring; the physical, digital and audio books of its primary entities are monitored by a specialised external service provider. This monitoring detects illegal links and files, then sends takedown notices to the offending sites and delisting requests to the most popular search engines. The monitoring process is led and supplemented by a dedicated Lagardère Publishing team. Lastly, the division pays careful attention to the security of confidential data and has implemented measures to prevent data leaks and corruption. REGULATORY ENVIRONMENT ‌Lagardère Publishing's book publishing and distribution activities are governed by specific regulations in France and internationally. In France, they are notably subject to fixed book price legislation, covering both print (Law no. 81-766 of 10 August 1981, known as the "Lang Law") and digital formats (Law no. 2011-590 of 26 May 2011, known as the "PULN Law"). These are supplemented by Law no. 2021-1901 of 30 December 2021 (the "Darcos Law"), which regulates distance selling and mandates a minimum delivery fee. They are also subject to applicable tax rules, including a reduced VAT rate of 5.5% for print, digital and audio books, as well as recent provisions governing bundled offers. Copyright and related rights play a central role, involving mechanisms such as ReLIRE for out-of-commerce books (Law no. 2012-287 of 1 March 2012), the transposition of Directive (EU) 2019/790 on copyright and related rights in the Digital Single Market and industry agreements governing digital-era publishing contracts. This framework is further structured by obligations regarding e-book accessibility, personal data protection (GDPR and the French Data Protection Act [Law no. 78-17] of 6 January 1978), cybersecurity (Directive (EU) 2022/2555, known as NIS2) and artificial intelligence (Regulation (EU) 2024/1689, known as the AI Act). It also encompasses product and toy safety standards, obligations regarding extended producer responsibility (EPR) under Law no. 2020-105 of 10 February 2020 (known as the AGEC Act, for Anti-Waste for a Circular Economy) and eco-design regulations. Internationally, Lagardère Publishing complies with European directives on copyright, data protection, digital platform regulation (Regulation [EU] 2022/1925, known as the Digital Markets Act - DMA and Regulation [EU] 2022/2065, known as the Digital Services Act - DSA) and artificial intelligence, as well as local fixed book price legislation in Spain, Belgium and Mexico. This regulatory landscape is completed by international rules on personal data transfers, notably the U.S. Data Privacy Framework, alongside European standards on accessibility, cybersecurity and product safety. Lastly, Lagardère Publishing ensures compliance with applicable legislation on copyright, libel and slander, image rights, privacy, AI and cybersecurity, while integrating Corporate Social Responsibility (CSR) priorities into its regulatory obligations. 1.3.2 LAGARDÈRE TRAVEL RETAIL Lagardère Travel Retail is the world's third-largest Travel Retail operator and second-largest operator in airport Travel Retail (1) . It operates businesses in transit hubs and concessions in three segments: Travel Essentials, Duty Free & Fashion and Dining. With operations in more than 50 countries on five continents and more than 24,500 employees, the Lagardère Travel Retail network comprised 4,814 stores at year-end 2025: 984 in France, 2,537 in Europe, 115 in the Middle East and Africa, 365 in the Asia-Pacific region and 813 in the Americas. Its network, established in some 300 airports as well as 700 train and underground stations, includes stores operated: ▶ under its own banners: - either internationally, for example with Relay, Discover, Tech2go, Inmedio, 1 Minute, Hubiz, Hub Convenience, Aelia Duty Free, The Fashion Gallery, The Fashion Place, Eye Love, Bread&Co., So Coffee, Trib's, Vino Volo, Natoo, FIX, Beercode, and Marché, - or with a strong local identity, such as Bottega dei Sapori, The Belgian Chocolate House, Sawa, Extime Duty Free, Icons, etc.; ▶ under franchise or licence with retail partners such as Hermès, Victoria's Secret, LEGO, Fnac, iStore, Miniso, Nespresso, Costa Coffee, Burger King, EL&N, Panda Express, Pierre Hermé, Eric Kayser and Paul. This broad portfolio, balanced between brands designed specifically for Travel Retail and those operated through partnerships with leading brands offering unique and differentiating customised concepts, allows Lagardère Travel Retail to cover all the specific needs of its B2B and B2C customers with diversified and innovative product offerings. The operational excellence demonstrated by Lagardère Travel Retail, with its customised approach and sophisticated responses to tenders, are major assets when bidding for new concessions in an environment where licensors worldwide are constantly raising the bar on expectations. (1) Source: Moodie Report, 2025 data, Lagardère Travel Retail Strategy Department, company annual reports. The Moodie Report website ( https://www.moodiereport.com ), which is recognised as a reference in the industry, regularly publishes changes in the market share of Travel Retail operators. MARKET TRENDS (1) Despite a backdrop of economic uncertainty and persistent geopolitical tensions, 2025 saw solid growth, building on the momentum of 2024, albeit with the start of a phase of normalisation following the post-pandemic surge in traffic. The latest Airports Council International (ACI World) projections, released in late September 2025 and based on data from over 2,800 airports in 185 countries and territories, forecast a 3.7% year-on-year increase in global passenger traffic in 2025, bringing the total number of passengers to 9.8 billion. In 2024, global traffic totalled 9.5 billion, up 9% versus 2023 and up 4% versus 2019 (pre-Covid level). Despite geopolitical risks, economic uncertainty and aircraft delivery constraints, the medium-term outlook for air traffic remains highly positive. The International Air Transport Association (IATA) predicts that passenger numbers will double by 2043 compared with 2023 levels, driven by average annual growth of 3.8%. This global trend will be underpinned chiefly by the Asia-Pacific (up 5% per annum) and Middle East (up 4%) markets. Against this backdrop of a sustainable recovery in traffic combined with proactive commercial policies and innovation, Lagardère Travel Retail's 2025 revenue rose by 5.5% as reported and by 4.4% on a like-for-like basis. BUSINESS ACTIVITIES Contribution to consolidated revenue in 2025: €6,133 million (versus €5,812 million in 2024). Breakdown of revenue by activity 2025 2024 Travel Essentials 33% 33% Duty Free & Fashion 39% 38% Dining 28% 29% Total 100% 100% Breakdown of revenue by geographic area (2) 2025 2024 France 17% 17% Europe (excluding France), Middle East and Africa 54% 51% Americas 25% 26% Asia-Pacific 4% 6% Total 100% 100% TRAVEL ESSENTIALS Relay (Italy). Through its Relay, Hubiz, 1 Minute and Hub Convenience networks, as well as local names, Lagardère Travel Retail is the world's leading Travel Essentials operator, with 2,719 stores trading under more than 240 names in more than 220 airports and over 580 train and metro stations in 35 countries. Lagardère Travel Retail is the creator and operator of Relay, the largest global Travel Essentials brand which offers all the essentials travellers may need based on five major product categories: food, reading materials, gifts and souvenirs, travel and children. In train stations and airports, Lagardère Travel Retail also operates a large number of stores selling electronic devices under the Fnac, iStore, Tech2go and eSavvy names. Lastly, Lagardère Travel Retail is a souvenir store operator with the international Discover concept, as well as Air de Paris and other local brands related to concessions (Eiffel Tower, Sydney Opera House, etc.). In 2025, the Travel Essentials segment generated revenue of €2,017 million (up 3% versus 2024). Business highlights included the 25 th anniversary of the Relay brand and the acceleration of its international rollout, with the gain of the Travel Essentials concession at London Heathrow Terminal 2, the opening of a Relay outlet at Yaoundé Airport (Cameroon) and the introduction of the brand under franchise in Turkey. Source: ACI World; 2025. By destination.

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