2.9 Share capital

2.9.1 AMOUNT AND CHANGES IN THE SHARE CAPITAL

2.9.1.1 AMOUNT
On 31 December 2019, the share capital of the Company amounted to €799,913,044.60 and was divided into 131,133,286 shares of par value €6.10 each, all ranking pari passu and fully paid.

Items appearing in the Annual Financial Report are cross‑referenced with the following symbol AFR

2.9.1.2 CHANGES IN THE SHARE CAPITAL OVER THE LAST SIX YEARS

Amounts

Years	Type of transaction	Number of shares	Nominal amount (in euros)	Premium (in euros)	Total share capital (in euros)	Total number of shares
2014	Award of free shares to employees	93 209	568 574,90	-	800 481 619,50	131 226 495
	Capital reduction by cancelling shares	93 209	568 574,90		799 913 044,60	131 133 286
	Award of free shares to employees	488 519	2 979 965,90	-	802 893 010,50	131 621 805
	Capital reduction by cancelling shares	488 519	2 979 965,90		799 913 044,60	131 133 286
	Award of free shares to employees	154 024	939 546,40	-	800 852 591,00	131 287 310
	Capital reduction by cancelling shares	154 024	939 546,40		799 913 044,60	131 133 286
2015	Award of free shares to employees	104 253	635 943,30	-	800 548 987,90	131 237 539
	Capital reduction by cancelling shares	104 253	635 943,30		799 913 044,60	131 133 286
	Award of free shares to employees	412 853	2 518 403,30	-	802 431 447,90	131 546 139
	Capital reduction by cancelling shares	412 853	2 518 403,30		799 913 044,60	131 133 286
	Award of free shares to employees	134 552	820 767,20	-	800 733 811,80	131 267 838
	Capital reduction by cancelling shares	134 552	820 767,20		799 913 044,60	131 133 286
2016	Award of free shares to employees	139 467	850 748,70		800 763 793,30	131 272 753
	Capital reduction by cancelling shares	139 467	850 748,70		799 913 044,60	131 133 286
	Award of free shares to employees	201 420	1 228 662		801 141 706,60	131 334 706
	Capital reduction by cancelling shares	201 420	1 228 662		799 913 044,60	131 133 286
2017	Award of free shares to employees	250 992	1 531 051,20		801 444 095,80	131 384 278
	Capital reduction by cancelling shares	250 992	1 531 051,20		799 913 044,60	131 133 286
	Award of free shares to employees	172 365	1 051 426,50		800 964 471,10	131 305 651
	Capital reduction by cancelling shares	172 365	1 051 426,50		799 913 044,60	131 133 286
2018	Award of free shares to employees	384 440	2 345 084		802 258 128,60	131 517 726
	Capital reduction by cancelling shares	384 440	2 345 084		799 913 044,60	131 133 286
	Award of free shares to employees	97 800	596 580		800 509 624,60	131 231 086
	Capital reduction by cancelling shares	97 800	596 580		799 913 044,60	131 133 286
2019	Award of free shares to employees	59 000	359 900		800 272 944,60	131 192 286
	Capital reduction by cancelling shares	59 000	359 900		799 913 044,60	131 133 286
	Award of free shares to employees	522 012	3 184 273		803 097 317,80	131 655 298
	Capital reduction by cancelling shares	522 012	3 184 273		799 913 044,60	131 133 286

As shown in the above table, all changes in the share capital over the last six years arise from the final vesting of free shares awarded to Group employees and senior executives, and from the resulting share capital reduction by cancelling treasury shares.

2.9.2 TREASURY SHARES

2.9.2.1 AMOUNT

At 31 December 2019, the Company directly held 2,276,966 of its own shares (par value: €6.10), representing 1.74% of the total share capital at that date. The total cost of these shares was €48,971,752.69.
Based on the average weighted market price of Lagardère SCA’s shares in December 2019 (€19.56 per share) a provision of €4,444,714.86 was recorded, reducing the total carrying amount of treasury shares directly held by the Company to €44,527,037.83.

2.9.2.2 SHARE BUYBACK PROGRAMMES: SHARES ACQUIRED, SOLD, CANCELLED OR REALLOCATED

A) TRANSACTIONS CARRIED OUT IN 2019
In 2019 the Company used the authorisations given by the shareholders at the 3 May 2018 and 10 May 2019 Annual General Meetings to carry out the following transactions for the objectives provided for in the 2018/2019 share buyback programme:

1. Market liquidity transactions
   The Company has entered into a liquidity agreement, signed on 7 October 2008 and renewed yearly with Képler Cheuvreux. Under this agreement, in 2019 the Company:
   • purchased 1,087,474 shares for a total price of €22,817,540.80 representing an average per-share price of €20.98;
   • sold 989,974 shares for a total price of €21,712,016.01 representing an average per-share price of €21.93.
2. Award of shares to employees
   Under a share buyback mandate with an investment services provider, signed on 1 August 2019 and modified by various amendments dated 13 August, 2 September, 25 September and 1 October 2019, between 1 August and 10 October 2019, the Company purchased 1,500,000 of its own shares, which were allocated to the implementation of Lagardère SCA’s performance share plans and free share plans, for a total price of €29,375,137.44, representing an average per-share price of €19.58. In accordance with the applicable regulations, the corresponding transactions were disclosed in press releases that can be accessed on the Group’s corporate website at www.lagardere.com.
3. Capital reduction
   The Company cancelled 581,012 shares in 2019, within the scope of two capital reductions carried out concomitantly with capital increases through the issuance of new shares, in connection with the final vesting of free shares for Group employees and senior executives.
4. Partial reallocation for other uses
   The Company reallocated 581,012 shares from the “award to employees” objective to the “capital reduction” objective.

B) POSITION AT 31 DECEMBER 2019
At the end of 2019, the 2,276,966 shares with a nominal value of €6.10 directly held by the Company and representing 1.74% of the share capital were allocated as follows:

• 1,946,966 shares allocated to the “award to employees” objective, representing 1.48% of the share capital, for a total cost of €42,491,287.67;
• 330,000 shares allocated to the objective “promotion of market liquidity”, representing 0.25% of the share capital, for a total cost of €6,480,465.02.

C) TRANSACTIONS CARRIED OUT UNDER THE AUTHORISATION GRANTED BY THE ANNUAL GENERAL MEETING OF 10 MAY 2019
The Annual General Meeting of 10 May 2019 renewed the authorisation granted to the Managing Partners by the Annual General Meeting of 3 May 2018 to purchase Lagardère SCA shares representing up to 10% of the share capital (i.e., up to 13,113,328 shares), for a maximum amount of €500 million, and at a maximum per-share purchase price of €40, mainly for the following purposes:

• to reduce the share capital by cancelling all or some of the shares purchased;
• to award free shares to employees and corporate officers of the Company and of entities or groups related to it;
• to tender shares upon the exercise of share options;
• to set up any company or group savings scheme (or similar plan) under the conditions provided for by law, including by way of awarding the shares free of consideration as part of the Company’s employer contribution and/or in replacement of the discount;
• to award or transfer shares to employees as part of a profitsharing scheme;
• to award shares to employees and corporate officers of the Company and of entities or groups related to it for any other purpose permitted by the applicable law and regulations;
• to remit shares upon the exercise of rights attached to securities giving access to the Company’s share capital in any way whatsoever;
• to promote liquidity in the Company’s shares under liquidity agreements that comply with a code of conduct recognised by the French financial markets authority (Autorité des marchés financiers – AMF) entered into with independent investment services providers;
• to hold the shares for subsequent exchange or payment as consideration for external growth transactions, a merger, demerger or asset contribution;
• and more generally, to carry out any transaction in accordance with applicable laws and regulations and in particular, with market practices accepted by the AMF.

This authorisation was granted for an 18-month period starting on 10 May 2019. The corresponding share buyback programme was described in a press release issued on 15 May 2019 available on the Group’s corporate website at www.lagardere.com.
Under this authorisation, the Company carried out the following transactions from 15 May 2019 to 29 February 2020:

1. Market liquidity transactions
   The Company purchased 1,377,071 shares for a total price of €26,807,119.42, i.e., an average per-share price of €19.47, and sold 946,571 shares for a total price of €19,675,658.94 on the market, i.e., an average per-share price of €20.79, under the liquidity agreement referred to above.
2. Award of shares to employees
   Under the share buyback mandate referred to above, the Company purchased 1,500,000 of its own shares, which were allocated to the implementation of Lagardère SCA’s performance share plans and free share plans, for an total price of €29,375,137.44, representing an average per-share price of €19.58.
3. Capital reduction
   The Company has not cancelled any shares under this authorisation.
4. Partial reallocation for other uses
   The Company has not reallocated any shares under this authorisation.
   The Annual General Meeting of 5 May 2020 will be asked to renew this authorisation.

2.9.3 OTHER SECURITIES AND RIGHTS GIVING ACCESS TO THE COMPANY’S SHARE CAPITAL

2.9.3.1 MARKETABLE SECURITIES

None of the existing securities give or potentially give immediate or future access to the Company’s share capital.

2.9.3.2 SHARE SUBSCRIPTION OPTIONS

At 31 December 2019, there were no subscription options outstanding which, if exercised, would result in the issue of an equivalent number of new shares, the last share subscription plan having expired in December 2007.

2.9.3.3 FREE SHARE AWARDS

The shares due to be remitted to employees and senior executives of the Company and of other companies related to it between 2020 and 2023 as a result of free share awards made in 2016, 2017, 2018 and 2019 will in principle be new shares created through a capital increase by capitalising reserves; the maximum number of shares to be created for that purpose would amount to 2,575,470 shares with a par value of €6.10 each, representing a maximum share capital dilution of 1.96% which will in principle be neutralised by cancelling an equivalent number of treasury shares, as has historically been the case.

2.9.4 AUTHORISED, UNISSUED SHARE CAPITAL

The Ordinary and Extraordinary General Meeting of 10 May 2019 authorised the Managing Partners, for a period of 38 months:

• to award existing or new shares free of consideration to Group employees and senior executives (other than the executive corporate officers of Lagardère SCA) within the annual limit of 0.8% of the total number of shares making up the share capital;
• to award performance shares free of consideration to the executive corporate officers of Lagardère SCA within the annual limit, for each executive corporate officer, of 0.025% of the total number of shares making up the share capital.

The Ordinary and Extraordinary General Meeting of 10 May 2019 authorised the Managing Partners, for a period of 26 months:

• to issue, with or without pre-emptive subscription rights, securities giving immediate or future access to the Company’s share capital, within the following limits:
  • maximum nominal amount of capital increases which may result from authorised issues without pre-emptive subscription rights and without priority rights: €80 million;
  • maximum nominal amount of capital increases which may result from authorised issues with pre-emptive subscription rights or with priority rights: €300 million;
  • maximum authorised amount for debt issuances: €1,500 million;
• to increase the share capital by capitalising reserves, profits or issue premiums and award newly-issued free shares to shareholders (or increase the par value of existing shares) within the limit of: €300 million;
• to issue ordinary shares of the Company and/or securities giving access to the Company’s share capital, without pre-emptive subscription rights, to be awarded to Group employees within the scope of corporate savings schemes and within the annual limit of 0.5% of the number of shares making up the share capital.

The Annual General Meeting of 10 May 2019 also authorised the Managing Partners to issue, on one or more occasions, securities other than new securities giving access to the Company’s capital, up to a maximum amount of €1.5 billion.
In 2019, only the authorisations relating to awards of free shares were used.

Summary table of authorisations to increase the share capital, given by shareholders at the 10 May 2019 Annual General Meeting to the Managing Partners

Type of authorisation	Term	Description	% share capital	Used in 2019
Free share awards	38 months
Free shares (13e resolution)		Maximum nominal amount: approx. €3.2 million/year	0.4%/year	(A)
Performance shares (excluding ECOs(1)) (12th resolution)		Maximum nominal amount: approx. €3.2 million/year	0.4%/year	(B)
ECO performance shares (12th resolution)		Maximum nominal amount: approx. €0.2 million/year/ECO	0.025%/year/ ECO	(C)
Capital increase	26 months	Overall ceiling (maximum nominal amount) of debt securities: €1,500 million
Capital increase with pre-emptive subscription rights(2) (15th resolution)		Overall ceiling (maximum nominal amount) of capital increases with priority rights: €300 million Maximum nominal amount: €265 million Maximum nominal amount of debt securities: €1,500 million Possibility for shareholders to have a pre-emptive right to subscribe for any securities not taken up by other shareholders Possibility for the Managing Partners to limit a capital increase to 75% of the original amount and to offer all or some of the unsubscribed shares on the market	approx. 37.5% approx. 33%	None.
Capital increases without pre-emptive subscription rights(2):		Overall ceiling (excluding issues with priority rights): €80 million	approx. 10%
Public offer with a priority right (16th resolution)		Overall ceiling (maximum nominal amount) of capital increases with pre-emptive subscription rights: €300 million Maximum nominal amount: €160 million Maximum nominal amount of debt securities: €1,500 million Priority right for a minimum of five trading days Maximum discount of 5%	approx. 20%	None.
Public offer without a priority right (17th resolution		Maximum nominal amount: €80 million Maximum nominal amount of debt securities: €1,500 million Maximum discount of 5%	approx. 10%	None.
Private placement as referred to in section II of article L. 411-2 of the French Monetary and Financial Code (18th resolution)		Maximum nominal amount: €80 million Maximum nominal amount of debt securities: €1,500 million Maximum discount of 5%	approx. 10%	None.
Public exchange offers (20th resolution)		Maximum nominal amount: €80 million Maximum nominal amount of debt securities: €1,500 million	approx. 10%	Néant
Contributions in kind (20th resolution)		Montant nominal maximal : 80 M€ Montant nominal maximal des titres de créances : 1 500 M€	approx. 10%	Néant
Greenshoe option(2) (19th resolution)		Issue of additional securities subject to the ceilings applicable to the original issue and not exceeding 15% of the original issue amount	15% of the original issue	None.
Capital increases by capitalising reserves, profit and/or share premiums (22th resolution)		Maximum nominal amount: €300 million Rights to fractions of shares neither transferable nor tradable	approx. 37.5%	None.
Issue of securities for employees who are members of a corporate savings scheme (23rd resolution)		Annual ceiling: 0.5% Maximum discount of 30% Possibility of awarding free shares in replacement of the discount and/or employer’s contribution	0.5% per year	None.

⁽¹⁾ ECO: Executive corporate officers of Lagardère SCA.
⁽²⁾ Subject to the overall ceilings applicable to capital increases and issues of debt securities (21st resolution adopted by the 10 May 2019 General Meeting).
^(A) A free share award plan was set up by the Managing Partners on 10 October 2019 covering 79,000 rights to shares representing 0.06% of the share capital, for 35 beneficiaries.
^(B) Two performance share plans were set up by the Managing Partners on 14 May and 10 October 2019 covering a total of 189,370 rights to shares representing 0.144% of the share capital, for 45 beneficiaries.
^(C) A performance share plan was set up by the Managing Partners on 14 May 2019 covering a total of 64,000 rights to shares representing 0.048% of the share capital, for the two executive corporate officers representing the Managing Partners.

2.9.5 PLEDGES OF COMPANY SHARES​

2.9.5.1 PLEDGES OF REGISTERED SHARES OF THE COMPANY AT 31 DECEMBER 2019

• Number of shareholders: 101
• Number of shares: 9,635,120 (7.35% of the share capital)

2.9.5.2 PLEDGES OF COMPANY SHARES REGISTERED IN THE NAMES OF SHAREHOLDERS HOLDING MORE THAN 0.5% OF THE SHARE CAPITAL AT 31 DECEMBER 2019​

9,521,625 shares belonging to Lagardère Capital & Management (LC&M) (7.26% of the share capital) pledged to Crédit Agricole Corporate and Investment Bank under a financial instruments pledge agreement dated 28 September 2007, until reimbursement of the debt for which they constitute a guarantee.

2.9.6 STOCK MARKET INFORMATION​

2.9.6.1 GENERAL INFORMATION​

• Number of shares making up the share capital at 31 December 2019: 131,133,286
• Compartment A
• Number of shares listed on 31 December 2019: 131,133,286
• Listed on: Euronext Paris,

2.9.6.2 DIVIDENDS (OVER THE LAST FIVE YEARS), SHARE PRICES AND TRADING VOLUMES (OVER THE LAST FOUR YEARS)

Dividends per share

Year of payment	Number of shares entitled to dividend	Dividend (euros per share)	Tax credit (euros per share)	Gross dividend (euros per share)	Total dividend (in millions of euros)
2015	128 294 419	1,30	None	1,30	166,78
2016	128 727 324	1,30	None	1,30	167,35
2017	129 438 203	1,30	None	1,30	168,27
2018	129 858 508	1,30	None	1,30	168,82
2019	130 566 820	1,30	None	1,30	169,74

Any dividend not claimed within five years from the due date lapses and is paid to the French Treasury.

Trading volumes and changes in the Lagardère SCA share price (Source: Euronext Paris)​

	High for month (in euros)	Date of high	Low for month (in euros)	Date of low	Closing price (in euros)	Average opening price (in euros)	Average closing price (in euros)	Number of shares traded	Total amount traded (in millions of euros)	Number of trading days
2016
January	27,27	04 Jan.	23,40	20 Jan.	26,19	25,23	25,21	6 096 799	153,39	20
February	27,13	22 Feb.	23,86	11 Feb.	26,60	26,00	25,95	6 701 440	173,28	21
March	26,88	01 March	22,59	10 March	23,35	24,38	24,32	9 814 586	236,70	21
April	24,30	19 April	22,96	29 April	23,17	23,68	23,67	5 994 637	141,53	21
May	23,34	02 May	20,62	11 May	21,27	21,99	22,00	8 337 090	210,86	22
June	21,37	01 June	18,35	27 June	19,65	20,41	20,34	10 465 663	210,86	22
July	22,85	29 July	19,04	06 July	22,84	20,88	20,94	9 187 476	191,86	21
August	22,98	01 Aug.	21,85	29 Aug.	21,86	22,34	22,29	6 208 361	138,70	23
September	22,90	08 Sept.	21,69	02 Sept.	22,66	22,36	22,37	7 048 814	157,54	22
October	23,25	31 Oct.	21,78	13 Oct.	23,20	22,42	22,44	5 663 910	127,27	21
November	23,85	14 Nov.	22,09	09 Nov.	23,26	23,02	22,98	7 724 894	177,76	22
December	26,49	30 Dec.	22,68	02 Dec.	26,39	24,87	25,03	5 980 559	149,25	21

 

	High for month (in euros)	Date of high	Low for month (in euros)	Date of low	Closing price (in euros)	Average opening price (in euros)	Average closing price (in euros)	Number of shares traded	Total amount traded (in millions of euros)	Number of trading days
2017
January	26,84	03 Jan.	23,21	31 Jan.	23,21	25,16	25,08	7 528 269	187,91	22
February	24,70	10 Feb.	23,15	27 Feb.	23,74	23,73	23,73	6 828 414	162,62	20
March	27,61	31 March	23,74	01 March	27,61	25,56	25,71	10 535 409	271,35	23
April	28,24	28 April	26,97	21 April	28,12	27,57	27,62	5 964 197	164,48	18
May	28,95	05 May	27,07	18 May	27,98	27,90	27,94	7 772 469	216,62	22
June	28,68	20 June	27,50	12 June	27,65	28,15	28,11	7 133 960	200,48	22
July	28,21	31 July	26,69	10 July	27,75	27,46	27,46	5 788 649	159,08	21
August	27,91	01 Aug.	25,78	29 Aug.	26,99	27,20	27,18	5 837 292	158,41	23
September	28,32	29 Sept.	26,77	07 Sept.	28,32	27,35	27,42	4 230 899	116,09	21
October	28,66	27 Oct.	27,87	25 Oct.	28,27	28,26	28,25	5 212 553	147,23	22
November	28,69	13 Nov.	26,59	15 Nov.	27,53	27,72	27,67	7 873 711	217,44	22
December	28,02	18 Dec.	26,59	29 Dec.	26,73	27,47	27,44	5 515 184	151,63	19

 

	High for month (in euros)	Date of high	Low for month (in euros)	Date of low	Closing price (in euros)	Average opening price (in euros)	Average closing price (in euros)	Number of shares traded	Total amount traded (in millions of euros)	Number of trading days
2018
January	27,17	08 Jan.	25,10	31 Jan.	25,12	26,06	26,00	8 327 735	216,27	22
February	25,32	01 Feb.	23,46	06 Feb.	24,20	24,52	24,49	7 702 237	188,13	20
March	24,38	08 March	21,99	09 March	23,20	23,28	23,28	13 283 797	306,42	21
April	23,84	26 April	22,76	03 April	23,68	23,32	23,31	10 087 545	235,04	20
May	25,43	03 May	22,17	29 May	23,10	23,16	23,10	23 863 192	552,32	22
June	24,22	12 June	22,61	29 June	22,61	23,44	23,40	13 330 581	312,67	21
July	25,24	30 July	22,35	09 July	24,99	23,48	23,49	9 969 012	235,27	22
August	25,85	28 Aug.	24,34	15 Aug.	25,40	25,08	25,10	6 824 824	170,86	23
September	26,81	20 Sept.	24,67	06 Sept.	26,51	25,78	25,83	6 956 966	180,03	20
October	26,79	01 Oct.	23,60	29 Oct.	24,19	25,37	25,21	9 139 992	230,89	23
November	26,33	08 Nov.	24,04	01 Nov.	24,98	25,00	25,01	7 026 313	175,97	22
December	25,38	03 Dec.	20,99	20 Dec.	22,02	22,75	22,63	6 953 260	157,30	19

 

	High for month (in euros)	Date of high	Low for month (in euros)	Date of low	Closing price (in euros)	Average opening price (in euros)	Average closing price (in euros)	Number of shares traded	Total amount traded (in millions of euros)	Number of trading days
2019
January	23,74	28 Jan.	21,36	07 Jan.	22,83	22,53	22,60	7 068 807	159,31	22
February	23,51	01 Feb.	22,01	12 Feb.	22,75	22,69	22,65	5 138 861	116,30	20
March	24,93	15 March	22,35	26 March	22,92	23,15	23,15	6 844 119	159,84	21
April	25,26	23 April	22,96	01 April	24,26	24,03	24,04	5 164 539	124,53	20
May	24,66	07 May	21,34	23 May	21,80	22,69	22,61	7 477 238	167,88	22
June	23,70	13 June	21,76	03 June	22,90	22,93	22,96	6 006 637	137,78	20
July	23,16	04 July	20,48	31 July	20,50	22,29	22,22	5 551 338	122,78	23
August	20,56	01 Aug.	18,59	15 Aug.	19,37	19,48	19,43	7 016 800	136,63	22
September	21,56	20 Sept.	18,85	03 Sept.	20,30	20,27	20,31	8 804 948	180,09	21
October	20,66	29 Oct.	19,15	08 Oct.	20,02	20,11	20,09	7 357 319	147,44	23
November	21,06	12 Nov.	18,93	06 Nov.	19,83	20,29	20,24	6 156 268	124,17	21
December	20,26	13 Dec.	18,80	20 Dec.	19,43	19,61	19,54	6 940 069	135,06	20

​

	High for month (in euros)	Date of high	Low for month (in euros)	Date of low	Closing price (in euros)	Average opening price (in euros)	Average closing price (in euros)	Number of shares traded	Total amount traded (in millions of euros)	Number of trading days
2020
January	19,76	02 Jan.	17,15	31 Jan.	17,15	18,87	18,71	7 886 283	146,93	22
February	18,70	12 Feb.	15,45	28 Feb.	15,66	18,04	18,00	11 909 045	210,55	20

2.9.7 OPTIONS GRANTED TO THIRD PARTIES ON SHARES MAKING UP THE SHARE CAPITAL OF CERTAIN GROUP COMPANIES

Certain investments included in Lagardère SCA’s consolidated financial statements are subject to put options whose exercise is conditional. These commitments are detailed in the notes to the consolidated financial statements set out in chapter 5 of this Universal Registration Document. At the date of filing, there were no other put options concerning all or part of any significant investment held directly or indirectly by Lagardère SCA.

2.9.8 SHARE OWNERSHIP STRUCTURE – PRINCIPAL SHAREHOLDERS

2.9.8.1 CHANGES IN SHARE OWNERSHIP STRUCTURE AND VOTING RIGHTS OVER THE LAST THREE YEARS

	At 31 December 2019				At 31 December 2018				At 31 December 2017
Shareholders	Number of of shares	% of share capital	% of voting rights exercisable at General Meetings	% of theoretical voting rights	Number of of shares	% of share capital	% of voting rights exercisable at General Meetings	% of theoretical voting rights	Number of of shares	% of share capital	% of voting rights exercisable at General Meetings	% of theoretical voting rights
Non-French investors(*)	87 085 906	66,41	61,49	60,67	87 319 618	66,59	60,51	60,12	90 084 603	68,7	61,62	61,08
French institutional investors(**)	15 498 472	11,82	12,61	12,44	17 913 055	13,66	15,60	15,71	19 278 001	14,7	16,84	16,69
Lagardère Capital & Management(***)	9 521 625	7,26	11,03	10,88	9 606 781	7,33	10,93	10,78	9 694 807	7,39	11,08	10,98
Private investors	13 717 017	10,46	12,21	12,05	12 600 976	9,61	10,68	10,53	6 897 139	5,25	7,29	7,21
Employees and Group Savings Plan investment funds	2 967 170	2,26	2,66	2,63	2 603 977	1,98	2,28	2,25	3 620 695	2,76	3,17	3,14
Treasury shares	2 343 096	1,79	-	1,33	1 088 879	0,83	-	0,61	1 558 041	1,2	-	0,9
Total	131 133 286	100	100	100	131 133 286	100	100	100	131 133 286	100	100	100

^(*) Including Qatar Holding LLC and Amber Capital (see section 2.9.9.7 – Principal shareholders).
^(**) Including Caisse des dépôts et consignations (see section 2.9.9.7 – Principal shareholders).
^(***) Arnaud Lagardère, LM Holding, Lagardère SAS and its subsidiary Lagardère Capital & Management.

Of the 2.26% of capital held by Group employees, 0.50% is held via the Group Savings Plan investment funds or directly under employee profit-sharing and savings schemes pursuant to article L 225-102 of the French Commercial Code.
At 31 December 2019, the share capital was held by 49,311 shareholders and intermediaries directly registered in the Company’s register; intermediaries registered in the Company’s register representing shareholders who are not tax residents in France constitute the majority of the non-French investors listed in the table above, holding 66.41% of the shares making up the share capital. With the exception of the increase in concert in the shareholding of Amber Capital UK LLP and Amber Capital Italia SGR SpA (see below), there has been no significant change in the breakdown of the Company’s share capital or voting rights since 31 December 2019.

2.9.8.2 REGULATORY SHAREHOLDING THRESHOLD CROSSINGS

Date of AMF notice	Shareholder	Threshold crossed
22 February 2019	DNCA Finance	Below 5% of voting rights on 18 February 2019
26 February 2019	BlackRock Inc.	Above 5% of share capital on 22 February 2019
27 February 2019	BlackRock Inc.	Below 5% of share capital on 25 February 2019
28 February 2019	BlackRock Inc.	Above 5% of share capital on 26 February 2019
8 March 2019	BlackRock Inc.	Below 5% of share capital on 7 March 2019
11 March 2019	BlackRock Inc.	Above 5% of share capital on 8 March 2019
19 March 2019	BlackRock Inc.	Below 5% of share capital on 15 March 2019
28 October 2019	BlackRock Inc.	Above 5% of share capital on 24 October 2019
4 November 2019	BlackRock Inc.	Below 5% of share capital on 31 October 2019
7 November 2019	BlackRock Inc.	Above 5% of share capital on 1 November 2019
7 November 2019	BlackRock Inc.	Below 5% of share capital on 5 November 2019
15 November 2019	BlackRock Inc.	Above 5% of share capital on 13 November 2019
20 November 2019	BlackRock Inc.	Below 5% of share capital on 18 November 2019
25 November 2019	BlackRock Inc.	Above 5% of share capital on 21 November 2019
25 November 2019	BlackRock Inc.	Below 5% of share capital on 22 November 2019
29 November 2019	BlackRock Inc.	Above 5% of share capital on 27 November 2019
2 December 2019	BlackRock Inc.	Below 5% of share capital on 28 November 2019
4 December 2019	BlackRock Inc.	Above 5% of share capital on 2 December 2019
4 December 2019	Amber Capital UK LLP and Amber Capital Italia SGR Spa	Above 5% of share capital on 2 December 2019
5 December 2019	BlackRock Inc.	Below 5% of share capital on 3 December 2019
13 December 2019	Amber Capital UK LLP	Above 5% of voting rights on 10 December 2019
9 January 2020	Caisse des dépôts et consignations	Above 5% of voting rights on 2 January 2020
12 February 2020	Amber Capital UK LLP et Amber Capital Italia SGR Spa	Above 10% of share capital on 5 February 2020
12 February 2020	Amber Capital UK LLP	Above 10% of share capital on 6 February 2020
28 February 2020	Amber Capital UK LLP et Amber Capital Italia SGR Spa	Above 10% of voting rights on 25 February 2020
28 February 2020	Amber Capital UK LLP	Above 10% of voting rights on 26 February 2020
2 March 2020	Amber Capital UK LLP et Amber Capital Italia SGR Spa	Above 15% of share capital on 28 February 2020
4 March 2020	Amber Capital UK LLP	Above 15% of share capital on 2 March 2020

2.9.8.3 ACTIONS IN CONCERT

The Company is aware of the following actions in concert that have been declared to it:

• action in concert by Arnaud Lagardère and his three companies, Lagardère SAS, LM Holding and Lagardère Capital & Management (LC&M);
• action in concert by Amber Capital UK LLP and Amber Capital Italia SGR SpA, acting on behalf of funds that they manage.

2.9.8.4 VOTING RIGHTS

Including the double voting rights attributed to shares registered in the name of the same shareholder for at least four years (see section 2.2.6.4) the total number of rights to vote at General Meetings at 31 December 2019 was 172,708,127.
However, in application of AMF regulations, the number of voting rights to be taken into consideration for assessing whether regulatory thresholds have been crossed is the gross number, which at 31 December 2019 amounted to 175,051,223.
The total number of voting rights (gross and net) is published every month at the same time as the amount of the share capital.
Under the Articles of Association, the number of voting rights to be taken into consideration for assessing whether disclosure thresholds have been crossed is the total number of exercisable rights to vote at General Meetings, i.e., 172,708,127 at 31 December 2019.
The percentage of voting rights held by Supervisory Board members was 0.0077% at 31 December 2019 (0.0056% of the share capital).

2.9.8.5 PRINCIPAL SHAREHOLDERS

Arnaud Lagardère, personally and via his three companies, Lagardère SAS, LM Holding and Lagardère Capital & Management (LC&M), held 7.26% of the share capital and 11.03% of the rights to vote at General Meetings at 31 December 2019. In accordance with the Company’s Articles of Association (see section 2.2.6.4), shares held by Arnaud Lagardère or the companies LC&M or Lagardère SAS carry double voting rights. LC&M’s share capital is held by its Chairman, Arnaud Lagardère, who is also a Managing Partner of Lagardère SCA together with Arjil Commanditée-Arco, a subsidiary of LC&M.
At 31 December 2019, based on the shareholdings indicated in the latest threshold declaration received by the Company prior to that date, Qatar Investment Authority (via its subsidiary Qatar Holding LLC) held 13.03% of the share capital and 19.80% of the rights to vote at General Meetings. In accordance with the Company’s Articles of Association, shares held by Qatar Holding LLC carry double voting rights.
At 31 December 2019, based on the shareholdings indicated in the latest declaration received by the Company prior to that date, Amber Capital UK LLP held 7.90% of the share capital and 6% of the rights to vote at General Meetings on behalf of the fund it manages, and 8.2% of the share capital and 6.28% of the rights to vote at General Meetings in concert with Amber Capital Italia SGR SpA.
To the best of the Company’s knowledge, at 31 December 2019 no other shareholder held more than 5% of the share capital or voting rights directly or indirectly, alone or in concert.
On 9 January 2020, Caisse des dépôts et consignations (CDC) submitted a declaration to the Company and the French financial markets authority stating that it had raised its voting rights to above the 5% threshold and that at 2 January 2020, based on the shareholdings indicated in said threshold declaration, it held – directly and through CNP Assurances – 3.86% of the share capital and 5.38% of the voting rights.
Between 10 February and 3 March 2020, the action in concert by Amber Capital UK LLP and Amber Capital Italia SGR SpA submitted successive declarations to the Company and the French financial markets authority stating that it had exceeded 10% of the share capital, 10% of the voting rights and 15% of the share capital. Based on the latest declaration, at 2 March 2020 Amber Capital UK LLP held 15.08% of the share capital and 11.30% of the voting rights on behalf of the fund it manages, and held 15.45% of the share capital and 11.58% of the voting rights in concert with Amber Capital Italia SGR SpA on behalf of the funds they manage.

2.9.8.6 GROUP TO WHICH THE COMPANY BELONGS

Lagardère SCA is the ultimate holding company of the Lagardère group. See the simplified Group organisation chart at 31 December 2019 in section 1.3.

2.9.9 FREE SHARE AWARDS BY LAGARDÈRE SCA OR BY ITS RELATED ENTITIES

SPECIAL REPORT OF THE MANAGING PARTNERS ON FREE SHARE AWARDS
Pursuant to the provisions of article L. 225-197-4 of the French Commercial Code (Code de commerce), please find below the required information related to transactions in free share awards carried out in 2019.
...
The policy on the award of free shares is intended to give the Lagardère group’s executives worldwide a stake in the Group’s growth and consequent rise in value.
This policy enables the Group to single out and foster loyalty among those who have particularly contributed to its performance and whom the Group wishes to retain on a durable basis in order to future-proof its growth as part of its long-term corporate strategy. For Lagardère SCA’s executive corporate officers, the members of the Enlarged Committee and the Group’s other senior managers, free share awards – which are all subject to exacting performance conditions – are also an important way of incentivising and encouraging a long-term vision.
In accordance with best corporate governance practices, the Lagardère SCA free share plans are not just restricted to executive corporate officers and senior managers. They also cover over 400 Group employees each year, notably young high-potential managers identified during the talent management process. For some beneficiaries, there are no performance conditions attached to the vesting of their shares, although they must have formed part of the Group for at least three years at the vesting date. Free share awards are an important tool in the Group’s human resources strategy, enabling it to recruit, incentivise and retain key talent. It is vital for the Group to retain their high-level expertise in diverse, and often highly competitive, fields, even though, due to the nature of their underlying jobs, not all beneficiaries may have a direct impact on the Group’s financial performance.
In addition, as free share awards offer fiscal conditions that are more advantageous than cash-based remuneration, they are an effective way of containing payroll costs.
These plans thereby promote the close alignment of the beneficiaries’ interests with those of the Company and of its shareholders.

GENERAL INFORMATION

Free share awards granted by the Company

1. Vesting of free shares in 2019.In the course of 2019, 581,012 free shares vested. All of these shares were issued through a share capital increase carried out by capitalising reserves, which was followed by a share capital reduction by cancelling the same number of treasury shares, as part of the Company’s share buyback programme.
   59,000 shares vested on 1 April 2019 for beneficiaries of the 1 April 2015 performance share plan and for the heirs of a beneficiary under the 16 April 2018 free share plan;
   522,012 shares vested on 10 May 2019 for beneficiaries of the 9 May 2016 free and performance share plans.
2. Rights to free shares awarded in 2019.
   Based on the authorisation given by the General Meeting of 3 May 2016 (13th resolution), on 8 April 2019, the Managing Partners of the Company awarded 474,990 rights to free shares (representing 0.362% of the total number of shares comprising the share capital) to 370 beneficiaries, comprising employees and executive corporate officers of the Company and entities related to it. The rights are subject to the vesting conditions described below.
   Three-year presence condition:
   The shares will only vest on the condition that at midnight on 8 April 2022, the beneficiaries have neither resigned nor been terminated or dismissed for serious or gross misconduct.
   Vesting periods:
   For beneficiaries residing in France for tax purposes, the shares will vest on 9 April 2022 following a three-year vesting period.
   For beneficiaries residing overseas for tax purposes, the shares will vest on 9 April 2023 following a four-year vesting period.
   Holding periods:
   For beneficiaries residing in France for tax purposes, the holding period has been set at two years (i.e., the shares must be kept in a registered account until 9 April 2024 inclusive).
   Beneficiaries residing overseas for tax purposes are not subject to a holding period once their shares have vested.
   At the close of the mandatory holding periods, the shares will become transferable and can be traded under the terms and conditions established by law and regulations and in accordance with the black-out periods established by Lagardère SCA in its Confidentiality and Market Ethics Charter.
   Value of the shares awarded:
   The value of the free shares awarded was €23.52 per share at the opening of trading on the Paris stock exchange on 8 April 2019. Determined in accordance with IFRS, this value was €19.03 per share for the shares vesting on 9 April 2022, and €17.85 per share for the shares vesting on 9 April 2023.
   Based on the new authorisation given by the General Meeting of 10 May 2019 (12th resolution), on 14 May 2019, the Managing Partners of the Company awarded 232,370 rights to free performance shares (representing 0.177% of the total number of shares comprising the share capital) to 40 beneficiaries, comprising employees and executive corporate officers of the Company and entities related to it. The rights are subject to the vesting conditions described below.
   Performance conditions:
   Objective relating to growth in Group recurring operating profit:
   Vesting for 40% of the shares awarded is subject to the average annual growth rate for Group recurring operating profit over the 2019-2021 period, as calculated based on the rules defined in the market guidance (“Group recurring EBIT”) being equal to or more than 5%.
   No shares will vest in the event that the average annual growth rate for Group recurring operating profit over the 2019-2021 period is less than 3.3%.
   Shares will vest proportionally on a linear basis (from 0% to 100% of the shares awarded) in the event that the average annual growth rate for Group recurring operating profit over the 2019-2021 period is between 3.3% and 5%.
   Free cash flow objective:
   Vesting for 20% of the shares awarded is subject to the cumulative free cash flow excluding growth capex over the 2019-2021 period being equal to or more than €900 million.
   No shares will vest in the event that cumulative free cash flow excluding growth capex over the 2019-2021 period is less than €613 million.
   Shares will vest proportionally on a linear basis (from 0% to 100% of the shares awarded) in the event that free cash flow excluding growth capex over the 2019-2021 period is between €613 million and €900 million.
   Total Shareholder Return (TSR) objective:
   Vesting for 20% of the shares awarded is subject to Lagardère SCA’s Total Shareholder Return (TSR) over the 2019-2021 period relative to (i) the TSR of a panel of eight competitor companies (Relx, Pearson, Mondadori, Bloomsbury, Dufry, Valora, WH Smith, Autogrill), for 10% of the shares awarded, and (ii) the TSR of the other companies in the CAC Mid 60 index, also for 10% of the shares awarded.
   As this is a relative criterion, the target rates for each portion of shares awarded will only be known and communicated at the end of the reference period.
   For each of the aforementioned 10% of shares, the shares awarded will vest fully if the average annual TSR of Lagardère SCA over the 2019-2021 period is at least equal to the average annual TSR of the reference panel, and no shares will vest if the average annual TSR of Lagardère SCA is lower than the average annual TSR of the reference panel.
   Non-financial objective:
   Vesting for 20% of the shares awarded is subject to the overall proportion of women in senior management at the Lagardère group in 2021 being equal to or more than 45%. This objective, a key indicator used for the Group’s strategy of promoting diversity and gender balance, will be assessed and audited by the independent third party and published within the scope of the Group’s non-financial statement for 2021.
   No shares will vest in the event the overall proportion of women in senior management in 2021 is less than 42%.
   Shares will vest proportionally on a linear basis (from 0% to 100% of the shares awarded) in the event that the proportion of women in senior management in 2021 is between 42% and 45%.
   Three-year presence condition:
   The shares will only vest on the condition that at midnight on 14 May 2022, the beneficiaries have neither resigned nor been terminated or dismissed for serious or gross misconduct.
   For information regarding the Company’s executive corporate officers, please see the relevant section below.
   Vesting period:
   The shares will vest for all beneficiaries on 15 May 2022 following a three-year vesting period.
   Holding period:
   Beneficiaries are not subject to a holding period once their shares have vested.
   At the close of the mandatory holding periods, the shares will become transferable and can be traded under the terms and conditions established by law and regulations and in accordance with the black-out periods established by Lagardère SCA in its Confidentiality and Market Ethics Charter.
   For information regarding the Company’s executive corporate officers, please see the relevant section below.
   Value of the shares awarded:
   The value of the free shares awarded was €22.34 per share at the opening of trading on the Paris stock exchange on 14 May 2019. Determined in accordance with IFRS, the value of the free shares awarded represents €16.95 per share.
   Based on the new authorisations given by the General Meeting of 10 May 2019 (12th and 13th resolutions), on 10 October 2019 the Managing Partners of the Company awarded 79,000 rights to free shares (representing 0.06% of the total number of shares comprising the share capital) to 35 beneficiaries, and 21,000 rights to free performance shares (representing 0.016% of the total number of shares comprising the share capital) to seven beneficiaries, comprising employees and executive corporate officers of the Company and entities related to it. The rights are subject to the vesting conditions described below.
   Three-year presence condition:
   The shares will only vest on the condition that at midnight on 10 October 2022, the beneficiaries have neither resigned nor been terminated or dismissed for serious or gross misconduct.
   Vesting period:
   The shares will vest for all beneficiaries on 11 October 2022 following a three-year vesting period.
   Holding period:
   Aucune période de conservation n’a été fixée.
   Beneficiaries are not subject to a holding period once their shares have vested.
   At the close of the mandatory holding periods, the shares will become transferable and can be traded under the terms and conditions established by law and regulations and in accordance with the black-out periods established by Lagardère SCA in its Confidentiality and Market Ethics Charter.
   Performance conditions:
   The 21,000 rights to performance shares are subject to the same performance conditions as those set for the 14 May 2019 plan.
   Value of the shares awarded:
   The value of the free shares awarded was €19.60 per share at the opening of trading on the Paris stock exchange on 10 October 2019. Determined in accordance with IFRS, the value of the free shares awarded was €15.70 per share, while the value of the performance shares was €14.49 per share.
3. Free share award plans in force in 2019
   The main characteristics of all of the free share award plans which expired in 2019 or were in force as of 31 December 2019 are summarised in the table below.

Date of the plan	Total number of rights awarded	Total number of rights eliminated	Total number of shares definitively vested	Total number of outstanding rights
1 April 2015	444 440	6 000	438 440	-
9 May 2016	829 660	115 208	528 212	186 240
6 April 2017	817 660	7 650	5 000	805 010
16 April 2018	812 460	16 600	5 000	790 860
8 April 2019	474 990	10 000	-	464 990
14 May 2019	232 370	4 000	-	228 370
10 October 2019	100 000	-	-	100 000
Total	3 711 580	159 458	971 652	2 575 470

Free share awards granted by entities or groups related to the Company
In the course of 2019, no free shares were granted by entities or by groups related to Lagardère SCA within the meaning of article L. 225-197-2 of the French Commercial Code, or by entities controlled by Lagardère SCA within the meaning of article L. 233-16 of said code.

SPECIFIC INFORMATION ON THE EXECUTIVE CORPORATE OFFICERS AND EMPLOYEES OF LAGARDÈRE SCA

1. In 2019, Pierre Leroy and Thierry Funck-Brentano, employees of Lagardère Capital & Management (LC&M) and Lagardère SCA executive corporate officers, were each awarded 32,000 rights to performance shares under the 14 May 2019 plan described above (representing 0.024% of the total number of shares comprising the share capital and a carrying amount of €524,480 under IFRS).
   In accordance with the recommendations in the Afep-Medef Corporate Governance Code, the performance shares were granted in compliance with the framework laid down by Lagardère SCA’s Supervisory Board which, in its meeting on 13 March 2019, confirmed the terms and conditions governing the ceilings and holding conditions applicable to free shares awarded to the Managing Partners, and validated a new system for setting performance conditions, designed to include an external criterion and a CSR criterion and aimed at reflecting changes in the Company’s profile as part of the Group’s strategic refocusing and continuing to apply best governance practices that meet the expectations of stakeholders. In addition to the performance conditions described above, in order for the shares to fully vest, each executive corporate officer must still be in his position three years after the award (i.e., at midnight on 14 May 2022), except in cases of forced termination for reasons other than misconduct.
   Upon expiry of the initial two-year holding period applicable from 15 May 2022 to 15 May 2024 inclusive to all vested shares, each executive corporate officer will be required to keep in a registered share account (nominatif pur) (i) 25% of the fully vested shares until such time as he ceases to be an executive corporate officer of Lagardère SCA, and (ii) an additional 25% of the fully vested shares until such time as the value of the Lagardère SCA shares held by the executive corporate officer concerned equals at least one year’s worth of his gross fixed and variable salary (calculated each year based on a) the average share price for the month of December of the previous year and b) the executive corporate officer’s fixed and variable salary for the past year, with the maximum potential amount used for the variable portion).
   At the close of the mandatory holding periods, the corresponding shares will become transferable and can be traded under the terms and conditions established by law and regulations and in accordance with the black-out periods established by Lagardère SCA in its Confidentiality and Market Ethics Charter.
   In accordance with the recommendations of the Afep-Medef Corporate Governance Code, Lagardère SCA’s two executive corporate officers have formally undertaken not to hedge the risks related to the value of the performance shares awarded to them until the end of the corresponding holding periods.
2. In 2019, Lagardère SCA’s executive corporate officers were not awarded any other free shares by the entities and groups related to Lagardère SCA within the meaning of article L. 225-197-2 of the French Commercial Code, or the companies that it controls within the meaning of article L. 233-16 of said Code.
3. In 2019, Lagardère SCA’s eight employees were awarded a total number of 38,120 rights to free shares (representing 0.029% of the total number of shares comprising the share capital and a carrying amount of €685,799.60 under IFRS), i.e., an average number of 4,765 rights to shares awarded per person (representing 0.004% of the total number of shares comprising the share capital and a carrying amount of €85,724.95 under IFRS).
4. In 2019, Lagardère SCA’s employees were not awarded any free shares by the companies and groups related to Lagardère SCA within the meaning of article L. 225-197-2 of the French Commercial Code, or by companies that it controls within the meaning of article L. 233-16 of said Code.

2.9.10 OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES OF LAGARDÈRE SCA OR ITS RELATED ENTITIES

No new options to subscribe for or purchase Lagardère SCA shares were awarded in 2019. There were no longer any share option plans in force, or which expired in 2019, within the aforementioned entities or groups.

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