French partnership limited by shares

Lagardère is a French partnership limited by shares (société en commandite par actions - SCA), which has two categories of partners:

• two General Partners (Associés Commandités), who have unlimited joint and several liability for the Company's liabilities;
• Limited Partners (Associés Commanditaires or shareholders) whose liability regarding the Company's losses, like that of shareholders in a société anonyme (form of French joint stock corporation), is limited to the amount of their contributions.
  

The Limited Partners alone designate the members of the Supervisory Board, the General Partners being unable to participate in voting.

Because of the two categories of partners, collective decisions require consultation of the shareholders, at Annual General Meetings, and of the General Partners.

The Company is managed by the Managing Partners (Gérants) under the supervision of the Supervisory Board, which represents the shareholders.

General Partners

• Arnaud Lagardère
• Société Arjil Commanditée-Arco
  

Managing Parters

• Arnaud Lagardère
• Société Arjil Commanditée-Arco
  represented by :
  Arnaud Lagardère
  Chairman and
  Chief Executive Officer
  Pierre Leroy
  Deputy Chairman and
  Chief Executive Officer
  Thierry Funck-Brentano
  Chief Operating Officer
  

Statutory Auditors

Ernst & Young et Autres
Mazars

The French partnership limited by shares (SCA): a modern structure that is perfectly suited to the requirements of corporate governance

An SCA allows an absolute separation of powers between the management bodies (General Partners and Managing Partners) and the supervisory bodies (Supervisory Board).

No member of management can be a member of the Supervisory Board.

Furthermore, Lagardère SCA encourages the management bodies to run the Company in a responsible and careful manner with a long-term perspective, since the Managing Partners are also General Partners, and thus have unlimited liability for the Company's debts.

Lagardère SCA: increased shareholder rights

Lagardère SCA has adapted its Articles of Association to strengthen shareholders' rights by granting them specific powers:

Right of veto over the appointment of the Managing Partners

The Supervisory Board, which represents the shareholders, must give its consent to the appointment of the Managing Partners by the General Partners.

In the event of any ongoing disagreement between the General Partners and the Supervisory Board, the shareholders themselves have the ultimate say in an Annual General Meeting.

Approval in the event of a change of control of Arjil Commanditée-Arco (General and Managing Partner)

The Supervisory Board must give its prior agreement to:

• any sale or issue of shares leading to a change of control of Arjil Commanditée-Arco (except in the case of a valid takeover bid for all of Lagardère SCA's shares);
• any new shareholder in this company.