Lagardere Sa · EURONEXT:MMB
Lagardere Sa — Shareholder Meeting (April 2023)
97 slides from Lagardere Sa's shareholder meeting presentation, Apr 18, 2023
Slide 1: Ordinary and Extraordinary Annual General Meeting
ORDINARY AND EXTRAORDINARY ANNUAL GENERAL MEETING Tuesday, 18 April 2023 at 10 a.m.
Slide 2: Agenda: Summary Presentation
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 AGENDA: SUMMARY PRESENTATION
Slide 3: Ordinary General Meeting: 1st to 12th, 21st and 23rd Resolutions
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 ORDINARY GENERAL MEETING: 1st TO 12th, 21st AND 23rd RESOLUTIONS 1st to 3rd Approval of the Company's financial statements and the consolidated financial statements for resolutions the year ended 31 December 2022. Allocation of the
Slide 4: Extraordinary General Meeting: 13th to 20th and 22nd Resolutions
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 EXTRAORDINARY GENERAL MEETING: 13th TO 20th AND 22nd RESOLUTIONS 13th to 19th and 22nd Twenty-six-month authorisation to issue (subject to ceilings, with authorisation to issue resolutions additional securities in the event that an
Slide 5: 2023 General Meeting
2023 GENERAL MEETING Arnaud Lagardère Chairman and Chief Executive Officer of Lagardère SA 18 April 2023
Slide 6: Agenda: 2022 financial performance, market positioning, Vivendi link-up
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 AGENDA 1 2022 financial performance 2 Market positioning, trends and outlook 3 Proposed link-up with Vivendi SE 6
Slide 7: Group Performance in 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 GROUP PERFORMANCE IN 2022 Change (€m) 2019* 2020* 2021 2022 2022 vs. 2021 Revenue 7,211 4,439 5,130 6,929 +28.3%** Recurring EBIT 378 (155) 249 438 +75.9% Operating margin 5.2% -3.5% 4.9% 6.3% +140 bps Free cash flow excluding changes
Slide 8: Overview of Group Performance Since 2010
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 OVERVIEW OF GROUP PERFORMANCE SINCE 2010 €m 9,000 468 438 500 402 395 403 417 8,000 378 378 339 342 400 327 7,000 249 300 6,000 5,000 200 4,000 100 3,000 0 2,000 1,000 -155 -100 0 -200 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Slide 9: Agenda: 2022 financial performance, market positioning, Vivendi link-up
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 AGENDA 1 2022 financial performance 2 Market positioning, trends and outlook 3 Proposed link-up with Vivendi SE 9
Slide 10: Two Worldwide Industry-Leading Divisions and Complementary Other Activities
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 TWO WORLDWIDE INDUSTRY-LEADING DIVISIONS AND COMPLEMENTARY OTHER ACTIVITIES No. 3 trade publisher worldwide 40% No. 1 publishing group in France, No. 2 in the UK, No. 3 in Spain and No. 4 in the US 2022A revenue No. 1 publisher
Slide 11: Lagardère Publishing: 2020-2022 Performance
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE PUBLISHING: 2020-2022 PERFORMANCE Change in revenue (€m) Change in recurring EBIT (€m) Change in free cash flow (€m) % of revenue +5.8% +10.4% +13.5% +11.0% 2,748 460 351 302 2,598 246 223 2,375 37 2020A 2021A 2022A 2020A 20
Slide 12: Lagardère Publishing: 2022 Achievements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE PUBLISHING: 2022 ACHIEVEMENTS Strengthened leadership positions • Expansion in our key geographies (acquisitions of Welbeck Publishing Group, Bragelonne, etc.) • Diversification into adjacent markets (acquisition of Paperb
Slide 13: Lagardère Publishing: Outlook
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE PUBLISHING: OUTLOOK 1 2 3 Strengthening leadership Diversifying into new positions in our core Operational excellence high-growth markets businesses Acquisition strategy focused Targeted acquisition strategy Cost contr
Slide 14: Lagardère Travel Retail: 2020-2022 Performance
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE TRAVEL RETAIL: 2020-2022 PERFORMANCE Change in revenue (€m) Change in recurring EBIT (€m) Change in free cash flow (€m) % of revenue +65.4% -20.5% -3.5% +3.4% 3,927 136 184 2,290 30 1,720 2022A 2021A 2022A (81) 2021A 2020A 2
Slide 15: Lagardère Travel Retail: 2022 Achievements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE TRAVEL RETAIL: 2022 ACHIEVEMENTS Organisational and performance improvement • Powerful “glocal” organisation • Cost control and margin improvement (LEaP project) Strengthened core businesses • Development of new business
Slide 16: Lagardère Travel Retail: Rebound in Air Passenger Traffic
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE TRAVEL RETAIL: REBOUND IN AIR PASSENGER TRAFFIC Global air passenger traffic rebounds Scope of the Travel Retail market Medium-term global passenger traffic projection (indexed, 2019 = 100) 2019 estimation 121 126 116 116 11
Slide 17: Lagardère Travel Retail: Outlook
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE TRAVEL RETAIL: OUTLOOK 1 2 3 Consolidating our Heightening operational Developing new leadership position excellence growth drivers Accelerating innovation with Sustaining commitment to new offerings, concepts, LEaP Forw
Slide 18: Other Activities: 2020-2022 Performance
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 OTHER ACTIVITIES: 2020-2022 PERFORMANCE Change in revenue (€m) Change in recurring EBIT (€m) Change in free cash flow (€m) % of revenue +4.7% -20.7% -8.7% 0% 254 0 0 2022A 2022A 242 229 (21) 2021A (34) 2020A 2021A 2022A 2021A (44) (47
Slide 19: Other Activities: 2022 Achievements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 OTHER ACTIVITIES: 2022 ACHIEVEMENTS Digital transformation aligned with evolving consumption habits Moving upmarket: launch of JDD Magazine Diversification of the Elle brand Resumption of live events and concerts 19
Slide 20: Lagardère News: A Challenging and Changing Market
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE NEWS: A CHALLENGING AND CHANGING MARKET ANNUAL DECREASE IN OFFLINE INVESTMENTS OVER MORE THAN A DECADE OUTLOOK 1 Development of the digital subscription model for Le Journal du Dimanche and Paris Match and expansion of the p
Slide 21: Lagardère Live Entertainment: Business Rebound
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LAGARDÈRE LIVE ENTERTAINMENT: BUSINESS REBOUND RESUMPTION OF LIVE EVENTS AND CONCERTS AFTER COVID OUTLOOK 1 459 performances in 2022 Increase in the number of shows staged More than 1 million fans attended performances across ou
Slide 22: Short- and Medium-Term Outlook
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 SHORT- AND MEDIUM-TERM OUTLOOK Solid performances despite a Reinforcing our strengths to align Upgrading editorial and brand challenging economic environment with the customer experience and positioning Short- boosting the quali
Slide 23: Agenda: 2022 financial performance, market positioning, Vivendi link-up
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 AGENDA 1 2022 financial performance 2 Market positioning, trends and outlook 3 Proposed link-up with Vivendi SE 23
Slide 24: Proposed Link-up with Vivendi SE
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 PROPOSED LINK-UP WITH VIVENDI SE The link-up between Vivendi SE and Lagardère SA will create a powerful, global group rooted in European culture Lagardère SA will be able to count on a solid shareholder, which will guarantee sta
Slide 25: Full-Year 2022 Results
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 FULL-YEAR 2022 RESULTS Sophie Stabile Group Chief Financial Officer
Slide 26: Contents
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 CONTENTS I. 2022 performance by division II. 2022 results III. First-quarter 2023 revenue 26
Slide 27: 2022 Performance by Division
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2022 PERFORMANCE BY DIVISION
Slide 28: Continued Very Strong Trading Amidst a Global Market Downturn
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 CONTINUED VERY STRONG TRADING AMIDST A GLOBAL MARKET DOWNTURN Changes in revenue from 2019 to 2022 Breakdown of 2022 revenue by geographic area United Kingdom**** France 20% 27% 20%** 30%** 2022 (€m) 2019 2020 2021 2022 vs. Spain 2021
Slide 29: Profitability Remained at a Record Level After an Exceptional Year in 2021
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 PROFITABILITY REMAINED AT A RECORD LEVEL AFTER AN EXCEPTIONAL YEAR IN 2021 Change in recurring EBIT (€m) and operating margin (%) since 2019 Profitability of 11% in 2022, in line with guidance and well above pre-Covid 2019 levels (9
Slide 30: Lagardère Travel Retail Benefited from Broad Footprint and Three-Business-Line Model
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 IN 2022, LAGARDÈRE TRAVEL RETAIL BENEFITED FROM ITS BROAD GEOGRAPHIC FOOTPRINT AND THREE-BUSINESS-LINE MODEL Breakdown of 2022 revenue by geographic area Breakdown of 2022 revenue by business segment China 6% 11%* Duty Free Other & Fa
Slide 31: Growth of Other Activities
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 GROWTH OF OTHER ACTIVITIES Breakdown of 2022 revenue by business segment Revenue up 5.1% versus 2021***. • Stable performance by the Press business. • Growth for Lagardère Live Entertainment (LLE), driven by Press & the reopening of
Slide 32: 2022 Results
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2022 RESULTS
Slide 33: 2022 Consolidated Income Statement
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2022 CONSOLIDATED INCOME STATEMENT (€m) 2019 2020 2021 2022 Revenue 7,211 4,439 5,130 6,929 Group recurring EBIT 378 (155) 249 438 Profit - Group share was Income (loss) from equity-accounted €161 million, up sharply 6 (58) 1 13 by
Slide 34: Group Cash Flows
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 GROUP CASH FLOWS (€m) 2019 2020 2021 2022 Cash flow from (used in) operations before changes in working 495 (32) 337 524 capital and income taxes paid Changes in working capital 34 (17) 280 (73) Income taxes paid (52) (38) (38) (57) N
Slide 35: Leverage Ratio Reduced to Below 3x at 31 December 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 LEVERAGE RATIO REDUCED TO BELOW 3X AT 31 DECEMBER 2022 Leverage ratio 7.5x 3.6x 2.9x 2.1x 2.1x 31/12/18 31/12/19 31/12/20 31/12/21 31/12/2022 31/12/22 Debt (€m) 1,367 1,461 1,733 1,535 1,713 EBITDA over a rolling 657 696 26 422 597 12
Slide 36: Ordinary Dividend for 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 ORDINARY DIVIDEND FOR 2022 Dividend paid (€ per share) 1.30 1.30 1.30* 0.50 0 0 2018 2019 2020 2021 2022 2023 * Resolution in respect of the 2022 dividend submitted by the Board of Directors. 36
Slide 37: First-Quarter 2023 Revenue
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 FIRST-QUARTER 2023 REVENUE
Slide 38: Change in Revenue in First-Quarter 2023
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 CHANGE IN REVENUE IN FIRST-QUARTER 2023 (€m) 1,675 +320 +3 +33 +10 59 +3.3% 1,304 +5 56 +1.0% +44.2% 1,046 694 Like-for-like basis vs. 2022 554 570 First-quarter Lagardère Lagardère Other Scope effect Forex effect First-quarter 2022 r
Slide 39: CSR within the Lagardère Group 2022-23 Overview
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 CSR WITHIN THE LAGARDÈRE GROUP 2022-23 OVERVIEW Pauline Hauwel Group Secretary General
Slide 40: CSR Scorecard
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 CSR SCORECARD Four commitments in line with the United Nations Sustainable Development Goals ENVIRONMENT SOCIETY 1. Limiting the 3. Widely sharing environmental impact of our the social and cultural products and services diversity of
Slide 41: 1.1 Setting an Ambitious Climate Pathway
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 1. LIMITING THE ENVIRONMENTAL IMPACT OF OUR PRODUCTS AND SERVICES 1.1 SETTING AN AMBITIOUS CLIMATE PATHWAY Commitments Action plans Lagardère group emissions: 1,457 ktCO2eq. (2019) • The Lagardère group is • Cross-cutting actionable c
Slide 42: 1.2 Ensuring a Responsible Paper Life Cycle
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 1. LIMITING THE ENVIRONMENTAL IMPACT OF OUR PRODUCTS AND SERVICES 1.2 ENSURING A RESPONSIBLE PAPER LIFE CYCLE Commitments Action plans • 99% of paper purchased and • Limiting deforestation • Procurement of certified and/or 2022 suppli
Slide 43: 1.3 Fighting Food Waste
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 1. LIMITING THE ENVIRONMENTAL IMPACT OF OUR PRODUCTS AND SERVICES 1.3 FIGHTING FOOD WASTE Commitments Action plans 65% of Foodservice revenue generated in countries that • Optimising production • Optimisation by using seasonal 2022 ha
Slide 44: 1.4 Reducing Plastic Pollution and Promoting Eco-design
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 1. LIMITING THE ENVIRONMENTAL IMPACT OF OUR PRODUCTS AND SERVICES 1.4 REDUCING PLASTIC POLLUTION AND PROMOTING ECO-DESIGN Commitments Action plans 95% of Foodservice revenue generated in countries that • Eliminating single-use plastic
Slide 45: 2.1 Ensuring Gender Balance and Diversity Within Our Teams
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2. PLACING PEOPLE AT THE HEART OF OUR STRATEGY 2.1 ENSURING GENDER BALANCE AND DIVERSITY WITHIN OUR TEAMS Commitments Action plans • Ensuring gender balance Group Divisions • Fighting sexism • Commitment to StOpE (fight against • Self
Slide 46: 2.2 Strengthening Employer Attractiveness and Talent Retention
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2. PLACING PEOPLE AT THE HEART OF OUR STRATEGY 2.2 STRENGTHENING EMPLOYER ATTRACTIVENESS AND TALENT RETENTION Commitments Action plans • 12.3 hours of training per • Promoting work-life balance Group 2022 employee on average outcomes
Slide 47: 3.1 Promoting Access to Knowledge and Entertainment
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 3. WIDELY SHARING THE SOCIAL AND CULTURAL DIVERSITY OF OUR BUSINESSES 3.1 PROMOTING ACCESS TO KNOWLEDGE AND ENTERTAINMENT Commitments Action plans • Access to education, knowledge Hachette Livre Lagardère Travel Retail and entertainme
Slide 48: 3.2 Education on Sustainable Development Issues
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 3. WIDELY SHARING THE SOCIAL AND CULTURAL DIVERSITY OF OUR BUSINESSES 3.2 EDUCATION ON SUSTAINABLE DEVELOPMENT ISSUES Commitments Action plans Over 300 pages of green 2022 content published in Paris Match • Raising awareness of the In
Slide 49: 3.3 Engaged in Community Initiatives
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 3. WIDELY SHARING THE SOCIAL AND CULTURAL DIVERSITY OF OUR BUSINESSES 3.3 ENGAGED IN COMMUNITY INITIATIVES Commitments Action plans 2022 351 awards handed out by the Developing partnerships and Many partnerships in France and Jean-Luc
Slide 50: 4.1 Ensuring a Responsible Value Chain
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 4. ENSURING ETHICAL AND RESPONSIBLE CORPORATE GOVERNANCE 4.1 ENSURING A RESPONSIBLE VALUE CHAIN Commitments Action plans 2022 50% of expenditure with suppliers • Compliance with the French • Mapping of risks associated with presenting
Slide 51: 4.2 Fighting Corruption
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 4. ENSURING ETHICAL AND RESPONSIBLE CORPORATE GOVERNANCE 4.2 FIGHTING CORRUPTION Commitments Action plans • Compliance with the duty of • Compliance programme since 2013 2022 Rollout of an anti-corruption Code care and Sapin II laws o
Slide 52: 4.3 Protecting Personal Data
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 4. ENSURING ETHICAL AND RESPONSIBLE CORPORATE GOVERNANCE 4.3 PROTECTING PERSONAL DATA Commitments Action plans 2022 52.5% maturity in defensive data • Respect for privacy/personal • Establishment in 2016 of a Group privacy capacity (G
Slide 53: Governance
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 GOVERNANCE Pierre Leroy, Board Advisor Véronique Morali, Chair of the Audit Committee and the ad hoc Committee Virginie Banet, Chair of the Appointments, Remuneration and CSR Committee
Slide 54: Appointment of a Statutory Auditor
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 APPOINTMENT OF A STATUTORY AUDITOR Pierre Leroy
Slide 55: Appointment of Deloitte & Associés as Statutory Auditor to Replace Ernst & Young
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 APPOINTMENT OF DELOITTE & ASSOCIÉS AS STATUTORY AUDITOR TO REPLACE ERNST & YOUNG ET AUTRES The term of office of Ernst & Young et Autres, originally appointed in 1987, has reached the maximum duration permitted under European regulati
Slide 56: Board of Directors
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 BOARD OF DIRECTORS Pierre Leroy
Slide 57: Governance Structure
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 GOVERNANCE STRUCTURE 57
Slide 58: Membership of the Board of Directors
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 MEMBERSHIP OF THE BOARD OF DIRECTORS KEY FIGURES 12 members including 2 employee directors and 1 Board Advisor 57 5 5 .5 % 7 Ave ra g e Wo m e n Nu m b e r o f a g e (1 ) m e m b e rs (2 ) m e e tin g s (3 ) 97% 6 6 .6 % Atte n d a n
Slide 59: Work of the Board of Directors in 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 WORK OF THE BOARD OF DIRECTORS IN 2022 Main work carried out Group business • Reviewing and approving the 2021 annual financial statements and 2022 interim financial statements and finance • Approving the 2021 annual financial report
Slide 60: Audit Committee and Ad Hoc Committee
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 AUDIT COMMITTEE AND AD HOC COMMITTEE Véronique Morali
Slide 61: Membership of the Audit Committee
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 MEMBERSHIP OF THE AUDIT COMMITTEE 4 members including 3 independent women directors KEY FIGURES 100% 75% 8 Wo m e n In d e p e n d e n ce Nu m b e r o f m e m b e rs ra te m e e tin g s 97% 1 100% Atte n d a n ce In d e p e n d e n t
Slide 62: Work of the Audit Committee in 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 WORK OF THE AUDIT COMMITTEE IN 2022 Main work carried out Finance • Reviewing the 2021 parent company and consolidated financial statements and the 2022 interim financial statements, as well as the financial information for the first
Slide 63: Membership of the Ad Hoc Committee
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 MEMBERSHIP OF THE AD HOC COMMITTEE 6 members including 4 independent directors, 1 employee director and 1 Board Advisor KEY FIGURES 50% 100% 9 Wo m e n In d e p e n d e n ce Nu m b e r o f m e m b e rs (1 ) ra te (1 ) m e e tin g s 10
Slide 64: Work of the Ad Hoc Committee in 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 WORK OF THE AD HOC COMMITTEE IN 2022 Main work carried out • Reviewing the terms and conditions of Vivendi SE's proposed public tender offer • Following up on the independent expert’s work • Fully presenting the analysis and conclusio
Slide 65: Appointments, Remuneration and CSR Committee
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 APPOINTMENTS, REMUNERATION AND CSR COMMITTEE Virginie Banet
Slide 66: Membership of the Appointments, Remuneration and CSR Committee
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 MEMBERSHIP OF THE APPOINTMENTS, REMUNERATION AND CSR COMMITTEE 5 members including 4 independent directors and 1 employee director KEY FIGURES 75% 100% 6 Wo m e n In d e p e n d e n ce Nu m b e r o f m e m b e rs (1 ) ra te (1 ) m e e
Slide 67: Work of the Appointments, Remuneration and CSR Committee in 2022
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 WORK OF THE APPOINTMENTS, REMUNERATION AND CSR COMMITTEE IN 2022 Main work carried out Governance • Reviewing the membership of the Board of Directors and its standing Committees with regard to diversity, experience and independence •
Slide 68: Reports of the Statutory Auditors
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 REPORTS OF THE STATUTORY AUDITORS Ernst & Young et Autres Mazars Represented by Represented by Sébastien Huet Simon Beillevaire and Romain Maudry
Slide 69: Reports of the Statutory Auditors
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 REPORTS OF THE STATUTORY AUDITORS Report on the Company’s financial statements (Universal Registration Document: pages 310 to 312) Report on the consolidated financial statements (Universal Registration Document: pages 313 to 315)
Slide 70: Report on the Company's Financial Statements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 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
Slide 71: Report on the Consolidated Financial Statements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 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, liabilities and
Slide 72: Special Report on Related-Party Agreements
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 SPECIAL REPORT ON RELATED-PARTY AGREEMENTS Fourth resolution • Agreements authorised during the year ended 31 December 2022 - Amendment to the Service Agreement between Lagardère Capital (formerly Lagardère Capital & Management), si
Slide 73: Special Reports on Financial Authorisations
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 SPECIAL REPORTS ON FINANCIAL AUTHORISATIONS Fourteenth to twenty-second resolutions • Authorisations on the following operations: - issuance of shares and/or securities with or without preemptive subscription rights for existing sha
Slide 74: Presentation and Vote on Resolutions
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 PRESENTATION AND VOTE ON RESOLUTIONS
Slide 75: 1st Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 1st RESOLUTION (ORDINARY) Approval of the Company’s financial statements for the year ended 31 December 2022. 75
Slide 76: 2nd Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 2nd RESOLUTION (ORDINARY) Approval of the consolidated financial statements for the year ended 31 December 2022. 76
Slide 77: 3rd Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 3rd RESOLUTION (ORDINARY) Allocation of the Company’s profit and dividend payment. 77
Slide 78: 4th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 4th RESOLUTION (ORDINARY) Approval of a related-party agreement falling within the scope of article L. 225-38 of the French Commercial Code. 78
Slide 79: 5th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 5th RESOLUTION (ORDINARY) Appointment of Deloitte & Associés as Statutory Auditors for a six-year term. 79
Slide 80: 6th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 6th RESOLUTION (ORDINARY) Approval of the information disclosed pursuant to article L. 22-10-9 of the French Commercial Code concerning the remuneration of corporate officers. 80
Slide 81: 7th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 7th RESOLUTION (ORDINARY) Approval of the components of remuneration and benefits paid during or allocated in respect of 2022 to Arnaud Lagardère, Chairman and Chief Executive Officer. 81
Slide 82: 8th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 8th RESOLUTION (ORDINARY) Approval of the components of remuneration and benefits paid during or allocated in respect of 2022 to Pierre Leroy, Deputy Chief Executive Officer. 82
Slide 83: 9th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 9th RESOLUTION (ORDINARY) Approval of the 2023 remuneration policy for the Chairman and Chief Executive Officer. 83
Slide 84: 10th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 10th RESOLUTION (ORDINARY) Approval of the 2023 remuneration policy for the Deputy Chief Executive Officer. 84
Slide 85: 11th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 11th RESOLUTION (ORDINARY) Approval of the 2023 remuneration policy for the members of the Board of Directors. 85
Slide 86: 12th Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 12th RESOLUTION (ORDINARY) Eighteen-month authorisation for the Board of Directors to trade in the Company’s shares. 86
Slide 87: 13th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 13th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue debt securities giving immediate or future access to the share capital of the Company’s subsidiaries and/or any other entity, with a €
Slide 88: 14th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 14th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue – with preemptive subscription rights – ordinary shares of the Company and/or securities giving immediate or future access to the Comp
Slide 89: 15th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 15th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue by way of a public offer other than those referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – wit
Slide 90: 16th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 16th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue by way of a public offer other than those referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – wit
Slide 91: 17th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 17th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue by way of a private placement as referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code – without pree
Slide 92: 18th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 18th RESOLUTION (EXTRAORDINARY) Authorisation for the Board of Directors to issue additional securities in the event that an issue is oversubscribed, subject to the applicable ceilings. 92
Slide 93: 19th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 19th RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue – without preemptive subscription rights – ordinary shares of the Company and/or securities giving immediate or future access to the C
Slide 94: 20th Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 20th RESOLUTION (EXTRAORDINARY) Overall ceilings of €85 million, €320 million and €1.5 billion on the total amounts of capital increases and issues of debt securities resulting from the authorisations in the preceding resolutions. 94
Slide 95: 21st Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 21st RESOLUTION (ORDINARY) Twenty-six-month authorisation for the Board of Directors to increase the Company’s share capital by capitalising reserves, profits or share premiums and issuing new shares and/or increasing the par value o
Slide 96: 22nd Resolution (Extraordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 22nd RESOLUTION (EXTRAORDINARY) Twenty-six-month authorisation for the Board of Directors to issue – without preemptive subscription rights – ordinary shares of the Company and/or securities giving access to the Company’s share capit
Slide 97: 23rd Resolution (Ordinary)
Ordinary and Extraordinary Annual General Meeting / 18 April 2023 23rd RESOLUTION (ORDINARY) Powers to carry out formalities. 97