2.1 General presentation of French partnerships limited by shares and of Lagardère SCA

Ladies and Gentlemen,
This report contains all of the information required by article L. 22-10-78 of the French Commercial Code (Code de commerce), including, where appropriate, the information adapted to French partnerships limited by shares, as set out in articles L. 225-37-4 and L. 22-10-9 to L. 22-10-11. The additional information on the  matters referred to in paragraph 2 of article L. 22-10-10 of the French Commercial Code is covered in section 4.3.1.2 – Diversity and gender balance in human capital. It was prepared with the assistance of the Supervisory Board Secretary and Group General Secretariat, and was approved by the Supervisory Board on 26 April 2021.

2.1.1 GENERAL PRESENTATION OF FRENCH PARTNERSHIPS LIMITED BY SHARES

A French partnership limited by shares (société en commandite par actions – SCA) has two categories of partners:

  • one or more General Partners (Associés Commandités), who are indefinitely personally liable for the Company’s liabilities;
  • Limited Partners (Associés Commanditaires or shareholders), whose situation is the same as that of shareholders in a jointstock corporation (société anonyme). Their holdings can be sold or otherwise transferred under the same conditions as shares in a joint-stock corporation, and they are liable for the Company’s liabilities only to the extent of their contribution to the partnership.

They are represented by a Supervisory Board.
A partnership limited by shares is managed by one or more Managing Partners (Gérants), who may be individuals or corporate entities.
As there are two categories of partners, collective decisions are taken at two different levels: by the Limited Partners in General Meetings, and by the General Partners. Members of the Supervisory Board are only appointed by the Limited Partners. If a General Partner is also a Limited Partner he cannot take part in the vote.

2.1.2 PRESENTATION OF LAGARDÈRE SCA

The provisions of French law related to partnerships limited by shares, as well as the Company’s Articles of Association (see section 2.10), give Lagardère SCA an up-to-date organisational structure that is wholly in line with current corporate governance requirements, as it effectively complies with the two basic principles of establishing a clear distinction between management and control, and closely involving shareholders in the oversight of the Company.
This structure is characterised as follows:

  • There is a very clear segregation between the Managing Partners who are responsible for running the business and the Supervisory Board, which represents the shareholders and is responsible for overseeing the Company’s accounts and management. The Managing Partners cannot be members of the Supervisory Board, and the General Partners cannot take part in appointing the members of the Supervisory Board.
  • The Supervisory Board is entitled to oppose the General Partners’ appointment or re-appointment of a Managing Partner, although the final decision thereon is made by shareholders during an Ordinary General Meeting (see section 2.10.6). The term of office of a Managing Partner cannot exceed six years, but may be renewed.
  • The General Partners’ unlimited liability to the full extent of their assets is evidence of the proper balance between financial risk, power and responsibility.
  • The Supervisory Board is entitled to receive the same information and has the same powers as the Statutory Auditors.
  • The Supervisory Board must draw up a report on any proposed increase or reduction in the Company’s share capital to be submitted to shareholders for approval.

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