2.7 Additional information on the Managing Partners and members of the Supervisory Board

2.7.1 DECLARATION OF NON-CONVICTION AND COMPETENCE

To the best of Lagardère SCA’s knowledge:

  • no member of the Supervisory Board or Managing Partner has been convicted of fraud in the last five years;
  • no member of the Supervisory Board or Managing Partner has been associated with any bankruptcy, receivership or liquidation proceedings in the last five years;
  • no member of the Supervisory Board or Managing Partner has been subject to charges or official public sanction by statutory or regulatory authorities (including designated professional bodies);.
  • no member of the Supervisory Board or Managing Partner has been barred by a court from acting as a member of a governing, management or supervisory body or participating in a company’s business management or governance in the last five years.

2.7.2 AGREEMENTS BETWEEN A MEMBER OF THE SUPERVISORY BOARD OR A MANAGING PARTNER AND LAGARDÈRE SCA OR ANY OF ITS SUBSIDIARIES

To the best of Lagardère SCA’s knowledge, no member of the Supervisory Board or Managing Partner has entered into a service agreement with Lagardère SCA or any of its subsidiaries, with the exception, as regards the members of the Supervisory Board, of the legal advisory services contract between the Realyze law firm and the Group (see section 2.4.1), and as regards the Managing Partners, of the service agreement signed between Lagardère Ressources and Lagardère Capital & Management (a company almost entirely owned by Arnaud Lagardère). For more information on this agreement, see section 2.8.1 below and the Statutory Auditors’ report on related-party agreements in section 5.8.

2.7.3 CONFLICTS OF INTEREST

To the best of Lagardère SCA’s knowledge, no arrangement or agreement has been entered into between the Company and its major shareholders, or with its customers, suppliers or any other party pursuant to which any Supervisory Board member or Managing Partner was selected. To the best of Lagardère SCA’s knowledge, no potential conflict of interests exists with respect to Lagardère SCA between the duties of the members of the Supervisory Board or the Managing Partners and their personal interests, or between those duties and any other responsibilities they may hold.

2.7.4 RESTRICTIONS ON THE SALE BY MEMBERS OF THE SUPERVISORY BOARD OR MANAGING PARTNERS OF THEIR INTEREST IN LAGARDÈRE SCA

To the best of Lagardère SCA’s knowledge:

  • no restriction has been accepted by members of the Supervisory Board concerning the sale of their interests in the Company’s share capital within a certain period of time, except for the rules for trading in Lagardère SCA shares set forth in the internal rules of the Supervisory Board (see section 2.4.2);
  • no restriction has been accepted by the Managing Partners concerning the sale of their interests in the Company’s share capital within a certain period of time, except for:
    • the rules for trading in Lagardère SCA shares defined in the laws and regulations in force or in the Confidentiality and Market Ethics Charter Applicable to Lagardère group Associates;
    • the mandatory holding period for performance share awards, pursuant to the rules set by the General Meeting and the Supervisory Board in accordance with the French Commercial Code and the recommendations of the Afep-Medef Corporate Governance Code (see the Special Report of the Managing Partners in section 2.9.9).

Les éléments du Rapport financier annuel sont identifiés dans le sommaire à l’aide du pictogramme RFA

2.7.5 TRANSACTIONS IN LAGARDÈRE SCA SHARES BY THE CORPORATE OFFICERS AND THEIR RELATIVES DURING 2019

2.7.5.1 MANAGING PARTNERS
Pursuant to article L 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) the following transactions in the Company’s shares carried out in 2019, as set out below, were disclosed by the Managing Partners or the parties related to them:

LAGARDÈRE CAPITAL & MANAGEMENT
Lagardère Capital & Management, a legal entity related to Arnaud Lagardère, sold 85,156 Lagardère SCA shares for a total gross amount of €2,002,402 between 3 April and 4 April 2019.

PIERRE LEROY
Pierre Leroy, Co-Managing Partner, sold 18,506 Lagardère SCA shares for a total gross amount of €433,264 on 8 April 2019. A total of 23,590 Lagardère SCA shares vested for Mr Leroy on 10 May 2019 under the 9 May 2016 performance share plan.

THIERRY FUNCK-BRENTANO
A total of 23,590 Lagardère SCA shares vested for Thierry Funck- Brentano, Co-Managing Partner, on 10 May 2019 under the 9 May 2016 performance share plan.

2.7.5.2 SUPERVISORY BOARD
None.

No other transactions in the Company’s shares were reported in 2019 by any executive or non-executive corporate officer or any parties related to them.