LAGARDERE (EPA:MMB) - Conversion of Lagardère SCA into a joint-stock company approved by the shareholders with 99.84% of votes cast Board of Directors, elected with a large majority by the General Meeting, sets up new governance arrangements with immediate effect

Transparency directive : regulatory news

30/06/2021 19:00

PRESS RELEASE

Paris, 30 June 2021

    Conversion of Lagardère SCA into a joint-stock company approved by the
                    shareholders with 99.84% of votes cast

Board of Directors, elected with a large majority by the General Meeting, sets
             up new governance arrangements with immediate effect

The general meetings of the General Partners and the shareholders of Lagardère
SCA (the "Company") held today have approved the conversion of the Company into
a joint-stock company with a board of directors as well as the allocation to
the General Partners of a total of 10 million new shares as compensation for
the loss of their financial and non-financial rights.

The shareholders, representing a quorum of nearly 87%, adopted all 44
resolutions submitted to them with an average of 99.56% of votes cast.

As of today, the Company has therefore adopted the form of a joint-stock
company with a board of directors and its corporate name has been changed
accordingly to "Lagardère SA".

Following the General Meeting, the newly-elected Board of Directors, comprising
Virginie Banet (independent director), Valérie Bernis (independent director),
Laura Carrere (independent director), Fatima Fikree, Noëlle Genaivre (director
representing employees), Pascal Jouen (director representing employees), Arnaud
Lagardère, Véronique Morali (independent director), Joseph Oughourlian,
Arnaud de Puyfontaine, Nicolas Sarkozy (independent director) and Pierre Leroy
(board advisor), met to set up the new governance arrangements for the
Company.

The Board decided that the general management of the Company would be conducted
by the Chairman of the Board of Directors, and to that effect appointed Arnaud
Lagardère as Chairman and Chief Executive Officer for his six-year term of
office as director. The Board also appointed Pierre Leroy as Deputy Chief
Executive Officer for the same term.

In addition, the Board of Directors adopted its internal rules(1) and appointed
the members of the Audit Committee and of the Appointments, Remuneration and
CSR Committee.

Accordingly, the members of the Audit Committee are:

- Véronique Morali, independent director, also appointed Chairman of the Audit
Committee;

- Virginie Banet, independent director;

- Valérie Bernis, independent director;

- Fatima Fikree.

(1) Which will be published on the Company's website.

The members of the Appointments, Remuneration and CSR Committee are:

- Virginie Banet, independent director, also appointed Chairman of the
Appointments, Remuneration and CSR Committee;

- Laura Carrere, independent director;

- Véronique Morali, independent director;

- Nicolas Sarkozy, independent director.

The Company thanks its shareholders for their confidence in overwhelmingly
adopting the resolutions submitted to them and in endorsing the conversion of
the Company and its new governance arrangements. This step represents an
exciting milestone in the history of the Lagardère group.

The Company would also like to warmly thank all of the members of the
Supervisory Board whose terms of office ended today for their remarkable work
in the performance of their duties, with rigour, commitment and independence,
in the interests of the Group and of all its stakeholders.

The results of the votes on the resolutions submitted to the General Meeting
are as follows :

                                                            Votes     Votes
                                                          in favour  against
                                                             (%)       (%)

First resolution
Approval of the Company's financial statements for the
year ended 31 December 2020.                                99.91      0.09

Second resolution
Approval of the consolidated financial statements for
the year ended 31 December 2020.                            99.91      0.09

Third resolution
Allocation of the Company's profit.                         99.91      0.09

Fourth resolution
Ratification of the co-optation of  Valérie Bernis as
a member of the Supervisory Board.                          99.87      0.13

Fifth resolution
Re-appointment of Valérie Bernis as a member of the
Supervisory Board for a four-year term.                     99.87      0.13

Sixth resolution
Re-appointment of Soumia Malinbaum as a member of the
Supervisory Board for a three-year term.                    98.91      1.09

Seventh resolution
Approval of an agreement referred to in article L. 226-10
of the French Commercial Code.                              99.73      0.27

Eighth resolution
Approval of the information disclosed pursuant to
article L. 22-10-9 of the French Commercial Code concerning
the remuneration of corporate officers.                     99.81      0.19

Ninth resolution
Approval of the components of remuneration and benefits
paid during or allocated in respect of 2020 to Arnaud
Lagardère, Managing Partner.                                99.65      0.35

Tenth resolution
Approval of the components of remuneration and benefits
paid during or allocated in respect of 2020 to
Pierre Leroy, Managing Partner's representative.            99.67      0.33

Eleventh resolution
Approval of the components of remuneration and benefits
paid during or allocated in respect of 2020 to Thierry
Funck-Brentano, Managing Partner's representative.          99.65      0.35

Twelfth resolution
Approval of the components of remuneration paid during or
allocated in respect of 2020 to Patrick Valroff, Chairman
of the Supervisory Board.                                   99.78      0.22

Thirteenth resolution
Approval of the 2021 remuneration policy for the
executive corporate officers.                               99.65      0.35

Fourteenth resolution
Approval of the 2021 remuneration policy for the members
of the Supervisory Board.                                   99.78      0.22

Fifteenth resolution
Conversion of the Company into a joint-stock company with
a board of directors, allocation of ordinary shares to
the General Partners and adoption of the amended Articles
of Association.                                             99.84      0.16

Sixteenth resolution
Appointment of Virginie Banet as a member of the Board of
Directors for a four-year term.                             99.85      0.15

Seventeenth resolution
Appointment of Valérie Bernis as a member of the Board
of Directors for a four-year term.                          99.89      0.11

Eighteenth resolution
Appointment of Laura Carrere as a member of the Board of
Directors for a four-year term.                             99.89      0.11

Nineteenth resolution
Appointment of Fatima Fikree as a member of the Board of

Directors for a four-year term.                             99.46      0.54

Twentieth resolution
Appointment of Arnaud Lagardère as a member of the Board

of Directors for a six-year term.                           98.24      1.76

Twenty-first resolution
Appointment of Véronique Morali as a member of the
Board
of Directors for a four-year term.                          99.89      0.11

Twenty-second resolution
Appointment of Joseph Oughourlian as a member of the
Board
of Directors for a four-year term.                          99.47      0.53

Twenty-third resolution
Appointment of Arnaud de Puyfontaine as a member of
the
Board of Directors for a four-year term.                    98.28      1.72

Twenty-fourth resolution
Appointment of Nicolas Sarkozy as a member of the
Board
of Directors for a four-year term.                          99.19      0.81

Twenty-fifth resolution
Appointment of Pierre Leroy as a Board Advisor
(censeur)
for a four-year term.                                       94.75      5.25

Twenty-sixth resolution
Approval of the 2021 remuneration policy for the
Chairman
and Chief Executive Officer.                                99.66      0.34

Twenty-seventh resolution
Approval of the 2021 remuneration policy for the
Deputy
Chief Executive Officer.                                    99.67      0.33

Twenty-eighth resolution
Approval of the 2021 remuneration policy for the
members of the Board of Directors.                          99.76      0.24

Twenty-ninth resolution
Approval of the overall annual amount of remuneration
for the members of the Board of Directors.                  99.76      0.24

Thirtieth resolution
Eighteen-month authorisation for the Managing Partners,

or the Board of Directors, if applicable, to trade in the
Company's shares.                                           99.88      0.12

Thirty-first resolution
Twenty-six-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, 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 EUR1.5 billion ceiling on the debt
securities issued.                                          99.88      0.12

Thirty-second resolution
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/or securities giving immediate or future
access to the Company's share capital and/or carrying
immediate or future rights to the allocation of debt
securities, subject to ceilings of EUR265 million for
increases in share capital and EUR1.5 billion for debt
securities issued.                                          99.82      0.18

Thirty-third resolution
Twenty-six-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, to issue by way
of a public offer - without preemptive subscription rights,
but with a priority right for at least five trading days -
ordinary shares of the Company and/or securities giving
immediate or future access to the Company's share capital
and/or carrying immediate or future rights to the
allocation of debt securities, subject to ceilings of
EUR160 million for increases in share capital and
EUR1.5 billion for debt securities issued.                  99.62      0.38

Thirty-fourth resolution
Twenty-six-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, to issue by way
of a public offer - without preemptive subscription rights
and without a priority right - ordinary shares of the
Company and/or securities giving immediate or future
access to the Company's share capital and/or carrying
immediate or future rights to the allocation of debt
securities, subject to ceilings of EUR80 million for
increases in share capital and EUR1.5 billion for debt
securities issued.                                          99.68      0.32

Thirty-fifth resolution
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. 411-2 of the French Monetary and Financial Code
(Code monétaire et financier) - without preemptive
subscription rights - ordinary shares of the Company
and/or securities giving immediate or future access to
the Company's share capital and/or carrying immediate or
future rights to the allocation of debt securities,
subject to ceilings of EUR80 million for increases in
share capital and EUR1.5 billion for debt securities
issued.                                                     99.71      0.29

Thirty-sixth resolution
Authorisation for the Managing Partners, or the Board
of Directors, if applicable, to issue additional securities
in the event that an issue is oversubscribed, subject to
the applicable ceilings.                                    99.71      0.29

Thirty-seventh resolution
Twenty-six-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, 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 and/or
carrying immediate or future rights to the allocation
of debt securities, as consideration for securities
tendered as part of a public exchange offer or a
contribution in kind, subject to ceilings of EUR80 million
for increases in share capital and EUR1.5 billion for debt
securities issued.                                          99.82      0.18

Thirty-eighth resolution
Overall ceilings of EUR80 million, EUR300 million and
EUR1.5 billion on the total amounts of capital increases
and issues of debt securities resulting from the
authorisations in the preceding resolutions.                99.85      0.15

Thirty-ninth resolution
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 premiums and issuing new shares and/or increasing
the par value of existing shares, subject to a ceiling of
EUR300 million.                                             99.91      0.09

Fortieth resolution
Twenty-six-month authorisation for the Managing Partners,
or the Board of Directors, if applicable, 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 corporate
savings schemes, provided that such issues do not
represent more than 0.5% of the Company's outstanding
share capital in any given year.                            99.83      0.17

Forty-first resolution
Four-year authorisation to be given to the Managing
Partners, or the Board of Directors, if applicable, to
reduce the share capital by cancelling all or some of
the shares purchased by the Company under share buyback
programmes.                                                 99.81      0.19

Forty-second resolution
Thirty-eight-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, to award
performance shares to employees and senior executives of
the Company and of related companies or groups.             99.72      0.28

Forty-third resolution
Thirty-eight-month authorisation for the Managing
Partners,
or the Board of Directors, if applicable, to award free
shares to employees and senior executives of the Company
and of related companies or groups.                         99.71      0.29

Forty-fourth resolution
Powers for formalities.                                     99.91      0.09

The webcast of the General Meeting is available in French and English on the
Company's website at www.lagardere.com.

Created in 1992, Lagardère is an international group with operations in more
than 40 countries worldwide. It employs some 28,000 people and generated
revenue of EUR4,439 million in 2020.
In 2018, the Group launched its strategic refocusing around two priority
divisions: Lagardère Publishing (Book and e-Publishing, Mobile and Board
games) and Lagardère Travel Retail (Travel Essentials, Duty Free & Fashion,
Foodservice).
The Group?s operating assets also include Lagardère News and Lagardère Live
Entertainment.
Lagardère shares are listed on Euronext Paris.
www.lagardere.com

Press Contacts

Ramzi Khiroun
Tel. +33 1 40 69 16 33
rk@lagardere.fr

Image 7 contacts

Anne Méaux
Tel: +33 6 89 87 61 76

Investor Relations Contacts

Emmanuel Rapin
Tel. +33 1 40 69 17 45
erapin@lagardere.fr

Alima Lelarge Levy
Tel. +33 1 40 69 19 22
alelargelevy@lagardere.fr

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26/04/2024 19:06

LAGARDERE (EPA:MMB) - Conversion of Lagardère SCA into a joint-stock company approved by the shareholders with 99.84% of votes cast Board of Directors, elected with a large majority by the General Meeting, sets up new governance arrangements with immediate effect

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