Our resolutions

SCHEDULES

1. Explanatory memorandum

Amber1)Amber Capital UK LLP (14-17 Market Place – Kent House, London, W1W 8AJ, United Kingdom), acting on behalf of the funds (i) Amber Active Investors Limited, (ii) Amber Global Opportunities Limited, (iii) Amber European long Opportunities Fund, (iv) PrivilEdge – Amber Event Europe and (v) Amber Strategic Opportunities Fund and Amber Capital Italia SGR SpA (Piazza del Carmine 4, 20121 Milan, Italy), acting on behalf of Alpha UCITS SICAV/Amber Equity Fund. has been investing in Lagardère SCA (“ Lagardère” or the “Company”) for almost four years now and is currently its largest shareholder3)Declaration of crossing of the 15% threshold of the share capital published by the Autorité des Marchés Financiers (French Financial Markets Authority) on 4 March 2020..

The reasons for this investment are simple: despite the quality of its holdings and the potential for value creation that should result from it for the group, its shareholders and its employees, Lagardère has significantly underperformed compared to its peers in the SBF 120, CAC 40 or Stoxx Europe 600 Media for fifteen years.

In order to reverse this dynamic and redress the situation, Amber has proposed, since 2016, to implement the following measures:

  • Refocus the Group’s business on its two profitable activities, Travel Retail and Publishing, and divest the two structurally loss-making units “Active” and “Sports & Entertainment”.
  • Review the corporate governance, and in particular the mechanism whereby Lagardère Capital & Management (“LC&M”) employs Lagardère’s Executive Committee and charges the Company for costs that are uncorrelated to its actual performance and under conditions of opacity that are inconsistent with the stated objectives of the Managing Partners.
  • Ensure that the Supervisory Board plays its role and meets its legal obligations, namely: overseeing the way the Group is managed, in line with corporate interest, renewing each manager’s mandate after having ensured that this person is the most qualified to perform these functions, authorising regulated agreements in line with corporate interest, and reporting to the shareholders on these various assignments.While the Company has announced a refocus on its two profitable branches, it has been implemented on very disadvantageous conditions. The change in governance has not even been addressed despite Amber’s multiple requests and the Supervisory Board continued to endorse the decisions made by the Management without, to Amber’s knowledge, issuing the slightest criticism.The situation therefore inevitably continued to worsen: since the 2017 General Meeting, during which Amber submitted a number of written questions to the Managing Partners, the Lagardère share price has underperformed the CAC 40, the SBF 120 and the Stoxx Europe 600 Media by 42%, 41% and 35% respectively2)Source: Bloomberg. Total Shareholder Return of Lagardère vs. CAC 40, SBF120 and Stoxx Europe 600 Media, calculated between 04/05/2017 and 31/12/2019. (pre Covid-19 impact).

In light of these factors, Amber believes that only a fundamental change in the Group’s current structure and governance bodies can enable it to return to the sustainable growth prospects offered to its shareholders and their employees by the Group’s two core activities.

Amber therefore wishes to propose to Lagardère shareholders the complete replacement of its Supervisory Board. The Board, “emanation of shareholders” in charge of the permanent control of the management of the company, is indeed the only counter power to the Management within a private company limited by shares (société en commandite par actions). Its entire replacement is therefore the sine qua none condition for initiating a real turning point in the organisation, structuring and strategy of the company, the effects of which will benefit the stakeholders.

In order to allow such replacement, Amber proposes the non-renewal of the mandate of Ms. Martine Chêne which expires this year – it being stated that Ms. Chêne has been a member of the Supervisory Board since 2008, i.e. twelve years -, as well as the dismissal of all of the members of the Supervisory Board whose terms do not expire at the 2020 General Meeting, with the exception of the two members recently co-opted into the Board whose appointment may, with our support, be ratified at the next meeting.

The following persons (in alphabetical order) are therefore concerned by Amber’s proposed dismissals:

  • Mr Jamal Benomar;
  • Mr Yves Guillemot;
  • Ms Soumia Malinbaum;
  • Mr Gilles Petit;
  • Ms Aline Sylla-Walbaum;
  • Ms Susan L. Tolson; and
  • Mr. Patrick Valroff.

To replace these members and the non-replacement of Ms. Chêne, Amber wishes to submit the following candidates, in alphabetical order, to the vote of the limited partners:

  • Ms Laurence Bret Stern;
  • Mr Yann Duchesne;
  • Mr Stephan Haimo;
  • Mr Enrico Letta;
  • Ms Valérie Ohannessian;
  • Ms Elena Pisonero;
  • Mr Patrick Sayer; and
  • Ms Brigitte Taittinger-Jouyet.

The individual curriculum vitae of each of these candidates are attached in the appendix. However, Amber wishes to express the following general comments:

  • Each of the proposed candidates demonstrates total independence from Lagardère or Amber. These candidates have no connection with Lagardère or Amber and meet all the independence criteria of the Afep-Medef Code. This is an essential criterion because only a fresh and completely independent viewpoint will enable the Supervisory Board to fully fulfil its monitoring role.
  • The new composition of the Supervisory Board thus proposed comprises ten members, including four women and six men – including Mr. Pepy and Mr. Sarkozy – in accordance with legal provisions and recommendations relating to gender parity.
  • This list of candidates is distinguished by a strong international dimension. Indeed, six of the candidates proposed have solid international experience – against three in the current composition of the Board. This international dimension is obviously essential for Lagardère, which generates more than 2/3 of its turnover abroad.
  • Mr. Patrick Sayer has all the qualities and experience required to become the Chairman of this new Supervisory Board. Indeed, between 2002 and 2018, Mr. Sayer greatly contributed to the transformation of Eurazeo into the European leader in asset management & private equity, allowing Eurazeo to outperform the CAC 40 by more than 200% in terms of total profitability for shareholders. These results, which earned him the recognition of his peers, illustrate a capacity for leadership which the Lagardère Supervisory Board must imperatively acquire in order to fully play its role.

2. Text of draft resolutions

New resolution A; – (Removal of Mr Jamal Benomar as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Mr Jamal Benomar as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution B; – (Removal of Mr Yves Guillemot as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Mr. Yves Guillemot as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution C; – (Removal of Ms Soumia Malinbaum as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Ms Soumia Malinbaum as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution D; – (Removal of Mr Gilles Petit as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having read the explanatory memorandum to this resolution, decides to dismiss Mr Gilles Petit as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution E; – (Removal of Ms Aline Sylla-Walbaum as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Ms Aline Sylla-Walbaum as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution F; – (Removal of Ms Susan L. Tolson as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Ms Susan L. Tolson as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution G; – (Removal of Mr Patrick Valroff as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to dismiss Mr Patrick Valroff as a member of the Supervisory Board of Lagardère SCA with immediate effect.

New resolution H; – (Appointment of Mr Patrick Sayer as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Mr Patrick Sayer as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution J; – (Appointment of Ms Valérie Ohannessian as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Ms Valérie Ohannessian as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution K; – (Appointment of Mr Yanne Duchesne as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Mr Yann Duchesne; as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution L; – (Appointment of Ms Brigitte Taittinger-Jouyet as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Ms Brigitte Taittinger-Jouyet as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution M; – (Appointment of Ms Laurence Bret Stern as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Ms Laurence Bret Stern as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution N; – (Appointment of Mr Enrico Letta as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Mr Enrico Letta as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution O; – (Appointment of Ms Elena Pisonero as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Ms Elena Pisonero as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

New resolution P; – (Appointment of Mr Stephan Haimo as a member of the Supervisory Board of Lagardère SCA)

The General Meeting, acting under the quorum and majority conditions required for ordinary general meetings, after having reviewed the explanatory memorandum to this resolution, decides to appoint Mr Stephan Haimo; as a member of the Supervisory Board of Lagardère SCA with immediate effect, for a term of four (4) years expiring at the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending 31 December 2023.

3. Information regarding the candidates to the Supervisory Board submitted by Amber pursuant to the provisions of Article R. 225-83 (5) of the French Commercial Code

A – Information regarding Mr Patrick Sayer

  • General information

Surname: Sayer
First name: Patrick
Nationality: French
Date of birth: 20 November 1957
Number of Lagardère SCA shares held: 0

  • References and professional activities

A graduate of the Ecole Polytechnique and the Ecole des Mines de Paris, Mr. Patrick Sayer began his career in 1982 with the bank Lazard Frères & Cie in Paris of which he became Managing Partner, before occupying the positions of Managing Director of Lazard Frères & Co in New York where he was in charge of media and technology worldwide. Between 2002 and 2018, Mr. Sayer was Chairman of the Executive Board of Eurazeo, which directly or indirectly managed assets of almost 20 billion euros. He was also an active shareholder of Presses Universitaires de France. He is now Chairman of the investment company Augusta which focuses its investments on three primary sectors: new technologies, luxury and real estate. He also sits as a judge at the Commercial Court of Paris.

  • Positions and offices currently held:
    • In France
      • Chairman of Augusta SAS
      • Member of the Eurazeo Supervisory Board
      • Director of V aleo
      • Director of Europcar Mobility
      • Director of the public entity Grand Port Maritime de Marseille
    • Overseas
      • Director of Techdata (US)
  • Other offices held in the last five years:
      • Vice-Chairman of the Supervisory Board of ANF Immobilier
      • Vice-Chairman of the Supervisory Board of Rexel
      • Director of Accor
      • Director of the Grand Théâtre de Provence
      • Member of the Board of Directors of Moncler (Italy)
      • Director of the Museum of Decorative Arts in Paris

B– Information regarding MsValérie Ohannessian

  • General information

Surname: Ohannessian
First name: Valérie
Nationality: French
Date of birth: 27 March 1965
Number of Lagardère SCA shares held: 0

  • References and professional activities

A graduate of the Institut d’Etudes Politiques de Paris and holder of the certificat d’aptitude à la profession d’avocat from the Ecole de formation des Barreaux de la Cour d’appel de Paris, Valérie Ohannessian holds a Master’s degree in private law from the University of Paris 2 Panthéon Assas, as well as a Master’s degree in business law from the University of Paris 1 Panthéon-Sorbonne. Ms. Valérie Ohannessian began her career in 1989 as a marketing manager at Software AG before joining the Andersen Consulting Group in 1990. She then held the position of Director of Public Affairs at the French Insurance Federation between 1993 and 1998. Ms. Ohannessian then became Brand and Consumer Relations Director at Gan Assurances between 1998 and 2001 before occupying the position of Deputy General Manager of the French Banking Federation for seventeen years. During this period, she also became publishing director and Manager of the press and publication group Revue Banque. She then took over the general management of Coop France until March 2019 before founding the company Phémia specialising in strategy and governance of impact enterprises, public affairs and crisis communication.

  • Positions and offices currently held:
    • In France
      • President of Phémia Conseil
      • Director and member of the audit committee of MRM Invest
      • Director of the Concorde Foundation
      • Director of the Souffle Foundation
    • Overseas
  • Other offices held in the last five years:
      • Director of Revue Banque
      • Director of MRM Invest

C – Information regarding Mr Yann Duchesne

  • General information

Surname: Duchesne
First name: Yann
Nationality: French
Date of birth: 29 August 1956
Number of Lagardère SCA shares held: 0

  • References and professional activities

A graduate of Ecole Polytechnique, Ecole des Mines de Paris and Institut des Etudes Politiques de Paris, Mr. Yann Duchesne began his career in 1982 with the consulting firm McKinsey & Company where he held several senior positions for twenty years in the American, Japanese and European subsidiaries before becoming Managing Partner in charge of France. He then joined the Doughty Hanson investment fund in London as Senior Partner until 2015 before taking over the general management of the commercial and industrial conglomerate IBL until 2018.

  • Positions and offices currently held:
    • In France
      • Member of the supervisory board of Laurent Perrier (Chairman of the Audit Committee)
    • Overseas
      • Director of Total Gabon
  • Other offices held in the last five years:
      • Managing Director of IBL
      • Director of Ipsos
      • Chairman of the Supervisory Board of Saft,

D – Information regarding Ms Brigitte Taittinger-Jouyet

  • General information

Surname: Taittinger-Jouyet
First name: Brigitte
Nationality: French
Date of birth: 07 August 1959
Number of Lagardère SCA shares held: 0

  • References and professional activities

Former student of the Institut d’Etudes Politiques de Paris and holder of a Master’s degree in History, Ms. Brigitte Taittinger-Jouyet began her career in 1985 as a budget officer at Publicis before joining the marketing department of the Taittinger group and then becoming Chairman and Chief Executive Officer of Annick Goutal perfumes in 1992, positions she held until 2013. Between 2013 and 2018, Ms. Taittinger-Jouyet took over the management of strategy and development at the Institut des Sciences Politiques de Paris.During her career, Ms. Taittinger-Jouyet also served as director of the Louvre Group, Baccarat and Campanile Hotels.She has also been a director of the Ensemble orchestral de Paris, Vice-President of the Festival d’Aix-en-Provence, director of the Centre Pompidou and the Addoha Douja Promotion group (Morocco’s leading real estate group).

  • Positions and offices currently held:
    • In France
      • Director of HSBC France
      • Director of Fnac Darty (Chairman of the RSES committee and member of the Appointments and Remuneration committee)
      • Director of Suez (Chairman of the RSESE committee and member of the Appointments and Remuneration committee)
    • Overseas
  • Other offices held in the last five years:
    • Director of Centre Pompidou

E– Information regarding Ms Laurence Bret Stern

  • General information

Surname: Bret Stern
First name: Laurence
Nationality: French
Date of birth: 16 August 1968
Number of Lagardère SCA shares held: 0

  • References and professional activities

Ms. Laurence Bret Stern holds a DESS (post-graduate degree) in telecom and media management from the University of Paris Dauphine. She began her career in 1991 with France Telecom / Orange where she held various marketing positions for nine years in France, the United States and the Netherlands. She then joined AOL Time Warner in Paris and became in charge of high speed offers and then occupied several positions during six years and ultimately became Marketing Director Europe. In 2008, she left AOL Time Warner and became director of Silentale, a French-Canadian start-up specialising in Big Data. Two years later, she was contacted by Linkedin to launch activities in France. She opened the offices in Paris in March 2011 and moved to London in 2013 where she was promoted as Senior Marketing Director in charge of EMEA and LATAM. After seven years at Linkedin, Laurence joined Pipedrive, leader in commercial software for mid-size companies, as Chief Revenue Officer. At the end of 2018, Laurence started a consultancy business aimed at hedge funds and startups which she now advises.

  • Positions and offices currently held:
    • In France
      • Member of the Cocoworker strategy committee
      • Director of Antescofo
    • Overseas
      • Head of OneRagtime
      • Head of Skalers Ltd
      • Board Advisor of maiden-voyage.com
  •  Other offices held in the last five years:
    • Director of ANDigital

F– Information regarding Mr Enrico Letta

  • General information

Surname: Letta
First name: Enrico
Nationality: Italian
Date of birth: 20 August 1966
Number of Lagardère SCA shares held: 0

  • References and professional activities

A graduate in political science from the University of Pisa and a doctoral student in community law at Saint Anna School of Advanced Studies in Pisa, Mr Enrico held the post of Minister for Community Policies in Italy from 1998 to 1999, then of Industry, Trade and Crafts from January to April 2000. He was Minister of Industry and Foreign Trade from 2000 to 2001, then Undersecretary of State at the Presidency of the Council of Romano Prodi from 2006 to 2008.

From 2001 to 2015, Mr. Letta was elected to the Chamber of Deputies of Italy, with the exception of the period 2004-2006, where he exercised the mandate of Member of the European Parliament. He also served as Deputy Secretary of the Democratic Party from 2009 to 2013.

From 2013 to 2014, he was President of the Italian Council.

Since 2015, Mr Enrico Letta has held the position of Dean of the Sciences Po Paris School of International Affairs and was appointed in June 2019 as President of APSIA (Association of Professional Schools of International Affairs).

  • Positions and offices currently held:
    • In France
      • Dean of Sciences Po Paris School of International Affairs
      • President of Institut Jacques Delors
      • Member of the Publicis Supervisory Board
      • Member of the scientific committee of UniversScience
    • Overseas
      • President of APSIA
      • Director of LibertyLondon
      • President of the Italy-Asean Association
      • President of the dialogue forum Italy-Spain
  • Other offices held in the last five years:
    • Director of Abertis

G – Information regarding Ms Elena Pisonero

  • General information

Surname: Pisonero
First name: Elena
Nationality: Spanish
Date of birth: 17 January 1963
Number of Lagardère SCA shares held: 0

  • References and professional activities

Having graduated in Economics from the Universidad Autonoma de Madrid, Ms Elena Pisonero began her career in 1987 as an analyst at Siemens. After a brief stint at Ernst & Young, she became an economic analyst at the Spanish think tank Instituto de Estudios Economicos in 1990. She then became head of the economic council of the Spanish Partido Popular in 1992, which came to power in 1996. Ms. Pisonero then joined the office of the Spanish Vice-President for two years before becoming Secretary of State for Trade, Tourism and SMEs. In 2000, she became a Member of the Spanish Parliament and a few months later was appointed Spanish Ambassador and chief of the Permanent Representation of Spain before the OECD in Paris. In 2005, Ms. Pisonero joined the private sector by joining KPMG in Madrid as Senior Advisor in charge of public affairs and then Partner in charge of strategy, where she practised for seven years. In 2012, she became the Chairman of the Board of Directors of Hispasat, a major satellite operator on the Iberian Peninsula and the third operator in Latin America – a position she left in October 2019 to found Taldig, a company specialising in strategy consulting.

In the course of her career, Ms. Pisonero continued her training by obtaining various diplomas and certificates from the universities of Stanford, Esad, Harvard Business School, Columbia Business School, INSEAD, NYU Stern School of Business, IMD Business School and MIT Sloan Executive Education.

  • Positions and offices currently held:
    • In France
    • Overseas
      • Chair of Taldig
      • Director of Solaria Energia y Medio Ambiente (listed on Bolsas y Mercados Espanoles)
      • Director of the Bruegel think tank
      • Member of the scientific council of the Elcano Royal Institute think tank
      • Member of the UNICEF Spain Advisory Committee
  • Other offices held in the last five years:
    • Non-executive Chair of Hisdesat
    • Chairman of the Board of Directors of Hispasat
    • Non-executive Director of PRISA
    • Chairman of the Board of Directors of RocaSalvatella

H – Informations regarding Mr Stephan Haimo

  • General information

Surname: Haimo
First name: Stephan
Nationality: French
Date of birth: 11 November 1956
Number of Lagardère SCA shares held: 3,500

  • References and professional activities

A graduate of the Institut d’Etudes Politiques de Paris and holder of a DEA in business law from the University of Paris-Nanterre as well as an LLM from the New York University School of Law, Mr. Stephan Haimo began his career in 1980 with the law firm Baker & McKenzie (first in the Paris office and then in the New York office) where he became a partner, practising mainly in the field of international arbitration. In 1998, he joined the New York office of Gibson Dunn & Crutcher LLP where he mainly practised in the field of transnational mergers and acquisitions. Fourteen years later, still in New York, he took over the Business Development management of the investment company CTF Development International, held by the Hong-Kong family Cheng. He then joined Valensay Capital in 2016 as a partner before joining Cap M, a consulting firm specialising in mergers and acquisitions, of which he is currently Executive Director. He is a lawyer admitted to practice in New York and Paris.

  • Positions and offices currently held:
    • In France
    • Overseas
      • Executive Director of CAP M
  • Other offices held in the last five years:
    • Partner of Valensay Capital
    • Head of Business Development of CTF Development International
    • Chairman of the Board of Carlyle Hotel Operating Company

References   [ + ]

1. Amber Capital UK LLP (14-17 Market Place – Kent House, London, W1W 8AJ, United Kingdom), acting on behalf of the funds (i) Amber Active Investors Limited, (ii) Amber Global Opportunities Limited, (iii) Amber European long Opportunities Fund, (iv) PrivilEdge – Amber Event Europe and (v) Amber Strategic Opportunities Fund and Amber Capital Italia SGR SpA (Piazza del Carmine 4, 20121 Milan, Italy), acting on behalf of Alpha UCITS SICAV/Amber Equity Fund.
2. Source: Bloomberg. Total Shareholder Return of Lagardère vs. CAC 40, SBF120 and Stoxx Europe 600 Media, calculated between 04/05/2017 and 31/12/2019.
3. Declaration of crossing of the 15% threshold of the share capital published by the Autorité des Marchés Financiers (French Financial Markets Authority) on 4 March 2020.