2.9 Share capital
2.9.1 AMOUNT AND CHANGES IN THE SHARE CAPITAL
2.9.1.1 AMOUNTAt 31 December 2020, the share capital amounted to €799,913,044.60, represented by 131,133,286 shares with a par value of €6.10 each, all ranking pari passu and fully paid up.
2.9.1.2 CHANGES IN THE SHARE CAPITAL OVER THE LAST SIX YEARSAmounts
| Years | Type of transaction | Number of shares |
Nominal amount (in euros) |
Premium (in euros) |
Total share capital (in euros) |
Total number of shares |
| 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 | ||
| 2020 | Award of free shares to employees | 289,188 | 1,764,046.80 | 801,677,091.40 | 131,422,474 | |
| Capital reduction by cancelling shares | 289,188 | 1,764,046.80 | 799,913,044.60 | 131,133,286 | ||
| Award of free shares to employees | 157,830 | 962,763 | 800,875,807.60 | 131,291,116 | ||
| Capital reduction by cancelling shares | 157,830 | 962,763 | 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.
Items appearing in the Annual Financial Report are cross-referenced with the following symbol AFR
2.9.2 TREASURY SHARES
2.9.2.1 AMOUNTAt 31 December 2020, the Company directly held 1,590,628 of its own shares (par value: €6.10), representing 1.21% of the total share capital at that date. The total cost of these shares was €31,390,313.16.
Based on the average weighted market price of the Company’s shares in December 2020 (€20.31 per share), an unrealised capital gain was recognised in an amount of €908,682.56, bringing the net carrying amount of treasury shares directly held by the Company to €32,298,995.72.
A) TRANSACTIONS CARRIED OUT IN 2020
In 2020, the Company used the authorisations given by the shareholders at the 10 May 2019 and 5 May 2020 Annual General Meetings to carry out the following transactions for the objectives defined in the 2019/2020 share buyback programme:
- Market liquidity transactions
Under the liquidity agreement entered into with Képler Cheuvreux on 7 October 2008, which has been renewed yearly since that date, in 2020 the Company:- purchased 1,471,624 shares for a total price of €24,124,518.86 representing an average per-share price of €16.39;
- sold 1,702,787 shares for a total price of €28,637,982.67, representing an average per-share price of €16.82.
On 2 January 2020, the Company allocated an additional €2,776,986 to the liquidity agreement, as announced in a press release published on the same date (available on the Company’s website at www.lagardere.com).
- Award of shares to employees
In 2020, the Company used 8,157 shares held in treasury for the “award to employees” objective, in order to deliver shares to beneficiaries – fully vested and free of charge – under the free share and performance share plans set up on 9 May 2016. - Capital reduction
The Company cancelled 447,018 shares in 2020, 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 and performance shares for Group employees and senior executives. - Partial reallocation for other uses
The Company reallocated 447,018 shares from the “award to employees” objective to the “capital reduction” objective.
B) POSITION AT 31 DECEMBER 2020
At the end of 2020, the 1,590,628 shares with a nominal value of €6.10 directly held by the Company and representing 1.21% of the share capital were allocated as follows:
- 1,491,791 shares allocated to the “award to employees” objective, representing 1.14% of the share capital, for a total cost of €29,423,312.03.
- 98,837 shares allocated to the “promotion of market liquidity” objective, representing 0.07% of the share capital, for a total cost of €1,967,001.21.
C) TRANSACTIONS CARRIED OUT UNDER THE AUTHORISATION GRANTED BY THE ANNUAL GENERAL MEETING OF 5 MAY 2020
The Annual General Meeting of 5 May 2020 renewed the authorisation granted to the Managing Partners by the Annual General Meeting of 10 May 2019 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 officers of the Company and of entities or groups related to it within the meaning of articles L. 225-197-1 et seq. of the French Commercial Code;
- 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, notably articles L. 3332-1 et seq. of the French Labour Code (Code du travail), including by way of awarding the shares free of consideration as part of the employer’s contribution and/or in replacement of the discount, in accordance with the applicable laws and regulations;
- 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 the Company 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 AMF and entered into with independent investment services providers;
- to hold the shares for subsequent exchange or payment as consideration for external growth transactions, 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 – which was given for a period of 18 months as from 5 May 2020 – superseded the authorisation given for the same purpose at the 10 May 2019 Annual General Meeting.
The corresponding share buyback programme was described in a press release issued on 6 May 2020 and available on the Group’s corporate website at www.lagardere.com.
Under this authorisation, the Company carried out the following transactions from 6 May 2020 to 31 March 2021:
- Market liquidity transactions
The Company purchased 976,389 shares for a total price of €16,528,997.50, i.e., an average per-share price of €16.93, and sold 1,307,389 shares for a total price of €21,085,772.49 on the market, i.e., an average per-share price of €16.13, under the liquidity agreement referred to above. - Award of shares to employees
The Company used 11,407 shares for the “award to employees” objective, in order to deliver shares to beneficiaries – fully vested and free of charge – under the free share plans set up on 9 May 2016, 16 April 2018 and 8 April 2019. - Capital reduction
The Company cancelled 157,830 shares in 2020, as part of a capital reduction carried out concomitantly with a capital increase through the issuance of new shares, in connection with the delivery of vested shares to Group employees and senior executives under free share and performance share plans. - Partial reallocation for other uses
The Company reallocated 157,830 shares from the “award to employees” objective to the “capital reduction” objective. The Annual General Meeting of 30 June 2021 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 SECURITIESNone of the existing securities give or potentially give immediate or future access to the Company’s share capital.
2.9.3.2 SHARE SUBSCRIPTION OPTIONSAt 31 December 2020, 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 AWARDSIn 2020, the Company did not award any free shares or performance shares to employees or officers of the Company or of entities or groups related to the Company within the meaning of articles L. 225-197-1 et seq. of the French Commercial Code.
The shares due to be remitted to employees and senior executives of the Company and of other companies related to the Company between 2021 and 2023 as a result of free share awards made in 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 1,687,260 shares with a par value of €6.10 each, representing a maximum share capital dilution of 1.29% that 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 and shares with performance conditions to Group employees and senior executives (other than the executive corporate officers of Lagardère SCA) within an 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 an 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 an 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 2020, the Company did not use any of these authorisations.
The Annual General Meeting of 30 June 2021 will be asked to renew these authorisations.
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 autorisation | Term | Description | % share capital |
Used in 2020 |
| Free share awards | 38 months | |||
| Free shares (13th resolution) |
► Maximum nominal amount: approx. €3.2 million/year | 0.4%/year | None | |
| Performance shares (excluding ECOs(1)) (12th resolution) |
► Maximum nominal amount: approx. €3.2 million/year | 0.4%/year | None | |
| ECO performance shares (12th resolution) |
► Maximum nominal amount: approx. €0.2 million/year/ ECO |
0.025%/ year/ECO |
None | |
| Capital increase | 26 months | Overall ceiling (maximum nominal amount) of debt securities: €1,500 million | ||
| Capital increases 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 offers 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 offers 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 placements governed by article L. 411-2 II 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% |
None | |
| ► Contributions in kind (20th resolution) | ► Maximum nominal amount: €80 million ► Maximum nominal amount of debt securities: €1,500 million |
approx. 10% |
None | |
| 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 origina issue | None | |
| Capital increases by capitalising reserves, profit and/or share premiums (22nd 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 the 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 Annual General Meeting).
2.9.5 PLEDGES OF COMPANY SHARES
2.9.5.1 PLEDGES OF REGISTERED SHARES OF THE COMPANY AT 31 DECEMBER 2020- Number of shareholders: 71
- Number of shares: 9,570,142 (7.30% 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 2020
A total of 9,511,965 shares belonging to Lagardère Capital (formerly Lagardère Capital & Management), representing 7.25% of the share capital, are 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 serve as guarantee.
2.9.6 STOCK MARKET INFORMATION
2.9.6.1 GENERAL INFORMATION- Number of shares making up the share capital at 31 December 2020: 131,133,286
- Number of shares listed on 31 December 2020: 131,133,286
- Compartment A
- Ticker symbol: MMB
- ISIN: FR0000130213
- Listed on: Euronext Paris
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) |
| 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 |
| 2020 (*) | 0 | 0.00 | N/A | 0.00 | 0 |
(*) In light of the challenges of solidarity and corporate responsibility resulting from the unprecedented crisis linked to the Covid-19 pandemic, the Managing Partners, in agreement with the Supervisory Board, decided not to pay any dividends in 2020 in respect of 2019.An amount of €5 million deducted from the cash initially set aside to pay the dividend was transferred to the Covid-19 Solidarity Fund set up by Lagardère.
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) | Number of trading days | |
| 2017 | ||||||||||
| January | 26.84 | 3 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 | 1 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 | 5 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 | 1 Aug. | 25.78 | 29 Aug. | 26.99 | 27.20 | 27.18 | 5,837,292 | 158.41 | 23 |
| September | 28.32 | 29 Sept. | 26.77 | 7 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 |
| 2018 | ||||||||||
| January | 27.17 | 8 Jan. | 25.10 | 31 Jan. | 25.12 | 26.06 | 26.00 | 8,327,735 | 216.27 | 22 |
| February | 25.32 | 1 Feb. | 23.46 | 6 Feb. | 24.20 | 24.52 | 24.49 | 7,702,237 | 188.13 | 20 |
| March | 24.38 | 8 March | 21.99 | 9 March | 23.20 | 23.33 | 23.28 | 13,283,797 | 306.42 | 21 |
| April | 23.84 | 26 April | 22.76 | 3 April | 23.68 | 23.32 | 23.31 | 10,087,545 | 235.04 | 20 |
| May | 25.43 | 3 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 | 9 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 | 6 Sept. | 26.51 | 25.78 | 25.83 | 6,956,966 | 180.03 | 20 |
| October | 26.79 | 1 Oct. | 23.60 | 29 Oct. | 24.19 | 25.37 | 25.21 | 9,139,992 | 230.89 | 23 |
| November | 26.33 | 8 Nov. | 24.04 | 1 Nov. | 24.98 | 25.00 | 25.01 | 7,026,313 | 175.97 | 22 |
| December | 25.38 | 3 Dec. | 20.99 | 20 Dec. | 22.02 | 22.75 | 22.63 | 6,953,260 | 157.30 | 19 |
| 2019 | ||||||||||
| January | 23.74 | 28 Jan. | 21.36 | 7 Jan. | 22.83 | 22.53 | 22.60 | 7,068,807 | 159.31 | 22 |
| February | 23.51 | 1 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 | 1 April | 24.26 | 24.03 | 24.04 | 5,164,539 | 124.53 | 20 |
| May | 24.66 | 7 May | 21.34 | 23 May | 21.80 | 22.69 | 22.61 | 7,477,238 | 167.88 | 22 |
| June | 23.70 | 13 June | 21.76 | 3 June | 22.90 | 22.93 | 22.96 | 6,006,637 | 137.78 | 20 |
| July | 23.16 | 4 July | 20.48 | 31 July | 20.50 | 22.29 | 22.22 | 5,551,338 | 122.78 | 23 |
| August | 20.56 | 1 Aug. | 18.59 | 15 Aug. | 19.37 | 19.48 | 19.43 | 7,016,800 | 136.63 | 22 |
| September | 21.56 | 20 Sept. | 18.85 | 3 Sept. | 20.30 | 20.27 | 20.31 | 8,804,948 | 180.09 | 21 |
| October | 20.66 | 29 Oct. | 19.15 | 8 Oct. | 20.02 | 20.11 | 20.09 | 7,357,319 | 147.44 | 23 |
| November | 21.06 | 12 Nov. | 18.93 | 6 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 |
| 2020 | ||||||||||
| January | 19.76 | 2 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 |
| March | 16.12 | 2 March | 8.14 | 17 March | 11.50 | 11.50 | 11.26 | 21,897,214 | 246.08 | 22 |
| April | 18.20 | 20 April | 11.20 | 1 April | 14.80 | 14.65 | 14.85 | 12,278,459 | 184.92 | 20 |
| May | 15.73 | 26 May | 10.91 | 22 May | 12.62 | 13.32 | 13.16 | 9,749,560 | 128.73 | 20 |
| June | 14.48 | 8 June | 11.60 | 15 June | 12.67 | 12.85 | 12.83 | 10,827,157 | 139.64 | 22 |
| July | 14.70 | 23 July | 11.61 | 31 July | 12.85 | 13.66 | 13.69 | 11,606,984 | 155.09 | 23 |
| August | 16.74 | 31 Aug. | 12.51 | 3 Aug. | 16.62 | 14.84 | 15.04 | 6,010,770 | 89.42 | 21 |
| September | 21.46 | 30 Sept. | 14.35 | 22 Sept. | 21.12 | 17.36 | 17.60 | 11,271,281 | 203.67 | 22 |
| October | 28.48 | 8 Oct. | 18.45 | 29 Oct. | 18.77 | 23.16 | 23.20 | 8,692,122 | 204.41 | 22 |
| November | 22.40 | 26 Nov. | 18.14 | 2 Nov. | 19.67 | 19.92 | 19.90 | 4,784,290 | 94.59 | 21 |
| December | 21.36 | 29 Dec. | 19.00 | 1 Dec. | 20.48 | 20.24 | 20.32 | 2,788,041 | 56.52 | 22 |
| 2021 | ||||||||||
| January | 20.94 | 4 Jan. | 18.70 | 11 Jan. | 19.20 | 19.49 | 19.40 | 2,838,832 | 55.16 | 20 |
| February | 23.98 | 23 Feb. | 19.20 | 1 Feb. | 22.28 | 21.60 | 21.77 | 2,608,524 | 57.04 | 20 |
| March | 24.28 | 10 March | 21.58 | 25 March | 22.42 | 22.93 | 22.98 | 2,134,195 | 49.16 | 23 |
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| Shareholders | At 31 December 2020 | At 31 December 2019 | At 31 December 2018 | |||||||||
| Number of shares | % of share capital | % of voting rights exercisable at General Meetings | % of theoretical voting rights | Number of shares | % of share capital | % of voting rights exercisable at General Meetings | % of theoretical voting rights | Number of shares | % of share capital | % of voting rights exercisable at General Meetings | % of theoretical voting rights | |
| Vivendi SE | 38,296,855 | 29.20 | 22.62 | 22.41 | - | - | - | - | - | - | - | - |
| Amber Capital UK LLP | 25,499,001 | 19.45 | 15.06 | 14.92 | 10,356,855 | 7.90 | 6 | 5.92 | 6,692,276 | 5.10 | 3.81 | 3.75 |
| Amber Capital Italia SGR SpA | 546,634 | 0.42 | 0.32 | 0.32 | 469,199 | 0.36 | 0.27 | 0.27 | 265,720 | 0.20 | 0.15 | 0.15 |
| Sub-total – Amber Capital acting in concert |
26,045,635 | 19.86 | 15.39 | 15.24 | 10,826,054 | 8.26 | 6.27 | 6.18 | 6,957,996 | 5.31 | 3.96 | 3.90 |
| Qatar Holding LLC (*) | 17,091,585 | 13.03 | 20.19 | 20.00 | 17,091,585 | 13.03 | 19.79 | 19.53 | 17,091,585 | 13.03 | 19.45 | 19.18 |
| Lagardère Capital (**) | 9,521,625 | 7.26 | 11.25 | 11.14 | 9,521,625 | 7.26 | 11.03 | 10.88 | 9,606,781 | 7.33 | 10.93 | 10.78 |
| Financière Agache | 10,163,504 | 7.75 | 6.00 | 5.95 | - | - | - | - | - | - | - | - |
| Agache | 0 | 0 | 0 | 0 | - | - | - | - | - | - | - | - |
| Sub-total – Lagardère/Groupe Arnault acting in concert |
19,685,129 | 15.01 | 17.25 | 17.09 | not applicable |
not applicable |
not applicable |
not applicable |
not applicable |
not applicable |
not applicable |
not applicable |
| Other shareholders | 25,786,369 | 19.66 | 22.16 | 22.29 | 88,383,756 | 67.4 | 60.25 | 59.45 | 93,784,068 | 71.52 | 63.38 | 63.28 |
| Employees and Group Savings Plan investment funds | 2,637,085 | 2.01 | 2.69 | 2.34 | 2,967,170 | 2.26 | 2.66 | 2.63 | 2,603,977 | 1.99 | 2.28 | 2.25 |
| Treasury shares | 1,590,628 | 1.21 | - | 0.93 | 2,343,096 | 1.79 | - | 1.34 | 1,088,879 | 0.83 | - | 0.61 |
| Total (***) | 131,133,286 | 100 | 100 | 100 | 131,133,286 | 100 | 100 | 100 | 131,133,286 | 100 | 100 | 100 |
(*) Based on the shareholding information provided in the latest threshold declaration received by the Company on 9 August 2018. In accordance with the Company’s Articles of Association, shares held by Qatar Holding LLC carry double voting rights.
(**) Arnaud Lagardère, LM Holding, Lagardère SAS and their subsidiary Lagardère Capital (formerly Lagardère Capital & Management).
(***) The total ownership interest of each shareholder or category of shareholders is presented in the table above, rounded to the nearest hundredth.
Of the 2.01% of capital held by Group employees, 0.45% 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 2020, the share capital was held by 44,794 shareholders and intermediaries directly registered in the Company’s register.
In 2020, significant changes in the Company’s shareholding structure were as follows:
- Amber Capital UK LLP and Amber Capital Italia SGR SpA, acting in concert, significantly increased the stake held in the Company by the funds they manage, from 7.90% of the share capital at 31 December 2019 to an overall 19.86% capital stake at 31 December 2020.
- Vivendi SE acquired a stake in the Company, holding 29.20% of its share capital at 31 December 2020.
- Financière Agache also acquired a stake in the Company, holding 7.75% of its share capital at 31 December 2020.
There has been no significant change in the Company’s share ownership structure or voting rights since 31 December 2020.
2.9.8.2 REGULATORY SHAREHOLDING THRESHOLD CROSSINGS| Date of AMF notice | Shareholder | Threshold crossed | |
| 9 January 2020 | Caisse des Dépôts et Consignations | Above 5% of voting rights on 2 January 2020 | |
| 12 February 2020 | Amber Capital UK LLP and 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 and 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 and 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 | |
| 9 April 2020 | Caisse des Dépôts et Consignations | Below 5% of voting rights on 3 April 2020 | |
| 21 April 2020 | Vivendi SE | Above 5% of share capital on 15 April 2020 | |
| 21 April 2020 | Vivendi SE | Above 5% of voting rights on 16 April 2020 | |
| 24 April 2020 | Vivendi SE | Above 10% of share capital on 21 April 2020 | |
| 7 May 2021 | Vivendi SE | Above 10% of voting rights on 6 May 2020 | |
| 25 May 2020 | Vivendi SE | Above 15% of share capital on 18 May 2020 | |
| 15 July 2020 | Vivendi SE | Above 15% of voting rights on 8 July 2020 | |
| 15 July 2020 | Vivendi SE | Above 20% of share capital on 9 July 2020 | |
| 15 July 2020 | Amber Capital UK LLP and Amber Capita Italia SGR SpA | Above 15% of voting rights on 10 July 2020 | |
| 25 September 2020 | Financière Agache | Above 5% of share capital on 23 September 2020 | |
| 25 September 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 5% of share capital on 24 September 2020 | |
| 25 September 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 10% of share capital on 24 September 2020 | |
| 25 September 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 5% of voting rights on 24 September 2020 | |
| 25 September 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 10% of voting rights on 24 September 2020 | |
| 25 September 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 15% of voting rights on 24 September 2020 | |
| 2 October 2020 | Vivendi SE | Above 25% of share capital on 25 September 2020 | |
| 2 October 2020 | Vivendi SE | Above 20% of voting rights on 29 September 2020 | |
| 5 October 2020 | Financière Agache | Above 5% of voting rights on 29 September 2020 | |
| 13 October 2020 | Arnaud Lagardère and Lagardère, LM Holding and Lagardère Capital with Groupe Arnault and Financière Agache | Above 15% of share capital on 7 October 2020 | |
| 9 March 2021 | Amber Capital UK LLP | Above 15% of voting rights on 5 March 2021 | |
The following actions in concert have been disclosed to the Company:
- action in concert by (i) Arnaud Lagardère, personally and via the three companies he controls, Lagardère SAS, LM Holding and Lagardère Capital (formerly Lagardère Capital & Management) and (ii) the two companies, Agache (formerly Groupe Arnault) and Financière Agache;
- action in concert by Amber Capital UK LLP and Amber Capital Italia SGR SpA, acting on behalf of funds that they manage.
Including the double voting rights attributed to shares registered in the name of the same shareholder for at least four years (see section 2.10.6.4), the total number of rights to vote at General Meetings at 31 December 2020 was 169,282,290.
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 2020 amounted to 170,902,398.
The total number of voting rights (gross and net) is published every month at the same time as the amount of the share capital, in accordance with article L.233-8 II of the French Commercial Code and article 223-16 of the AMF’s General Regulations.
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., 169,282,290 at 31 December 2020.
The percentage of voting rights held by Supervisory Board members was 0.0027% at 31 December 2020 (0.0035% of the share capital).
At 31 December 2020, Arnaud Lagardère, personally and via the three companies that he controls, Lagardère SAS, LM Holding and Lagardère Capital (formerly Lagardère Capital & Management), held 7.26% of the Company’s share capital and 11.25% of the rights to vote at General Meetings. At that date, he also held 15.01% of the share capital and 17.25% of the rights to vote at General Meetings in concert with Financière Agache (which itself held 7.75% of the Company’s share capital and 6% of its voting rights at 31 December 2020). In accordance with the Company’s Articles of Association (see section 2.10.6.4), shares held by Arnaud Lagardère and by the companies Lagardère Capital or Lagardère SAS carry double voting rights. Arnaud Lagardère, who controls and chairs Lagardère Capital, is Managing Partner of Lagardère SCA alongside Arjil Commanditée-Arco, a subsidiary of Lagardère Capital.
At 31 December 2020, Vivendi held 29.20% of the share capital and 22.62% of the rights to vote at General Meetings.
At 31 December 2020, Amber Capital UK LLP held 19.45% of the Company’s share capital and 15.06% of the rights to vote at General Meetings on behalf of the funds it manages, and 19.86% of the share capital and 15.39% of the rights to vote at General Meetings in concert with Amber Capital Italia SGR SpA on behalf of the funds they manage.
At 31 December 2020, based on the shareholding information provided in the latest threshold disclosure received by the Company prior to that date, Qatar Investment Authority (via its subsidiary Qatar Holding LLC) held 13.03% of the Company’s share capital and 20.19% 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.
To the best of the Company’s knowledge, at 31 December 2020 no other shareholder held more than 5% of the Company’s share capital or voting rights directly or indirectly, alone or in concert.
- Amber Capital UK LLP and Amber Capital Italia SpA, acting on behalf of the funds they manage (“Amber Capital”), and Vivendi SE reported to the Company, pursuant to the provisions of article L. 233-11 of the French Commercial Code, that on 10 August 2020 they had entered into a shareholder agreement concerning Lagardère SCA shares, the main terms of which are detailed in the opinion published by the AMF and available on its website (Opinion 220C2974).
- Arnaud Lagardère and Pierre Leroy, along with Lagardère SAS, LM Holding, Lagardère Capital, Financière Agache and Agache (formerly Groupe Arnault), reported to the Company, pursuant to the provisions of article L. 233-11 of the French Commercial Code, that on 24 September 2020 they had entered into a shareholder agreement regarding Lagardère Capital and containing stipulations concerning Lagardère SCA shares, the main terms of which are detailed in the opinion published by the AMF and available on its website (Opinion 220C3883).
Lagardère SCA is the ultimate holding company of the Lagardère group. See the simplified Group organisation chart at 31 December 2020 in section 1.3 of the 2020 Universal Registration Document.
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, please find below the required information related to transactions in free share awards carried out in 2020.
***
The policy on free share awards is intended to give the Lagardère group’s executives worldwide a stake in the Group’s growth and consequent rise in value.
The 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 lasting basis in order to future-proof its growth as part of its long-term corporate strategy.
For Lagardère SCA’s executive corporate officers and the Group’s other senior executives, 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 executives. 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 shares awarded by the Company which vested in 2020
In the course of 2020, 455,175 free shares vested, of which 447,018 were issued through a capital increase carried out by capitalising reserves, with a share capital reduction carried out concomitantly by cancelling 447,018 treasury shares purchased under the Company’s share buyback programme. The remaining 8,157 shares were taken from treasury shares allocated for “award to employees”.
- 289,188 free shares/performance shares were delivered under the 6 April 2017 plan.
- 165,987 free shares/performance shares were delivered under the 9 May 2016 plan.
Awards of free shares by the Company in 2020
In the exceptional context of the Covid-19 crisis, no free shares or performance shares were awarded during 2020.
Free share plans granted by the Company and in effect in 2020
The main characteristics of all the free share plans which expired in 2020 or were in effect at 31 December 2020 are summarised in the table below:
| Date of the plan | Total number of shares awarded | Total number of awarded shares cancelled | Total number of awarded shares vested | Total numbe of outstanding awarded non-vested shares |
| 9 May 2016 | 829,660 | 135,461 | 694,199 | - |
| 6 April 2017 | 817,660 | 344,632 | 294,188 | 178,840 |
| 16 April 2018 | 812,460 | 86,250 | 5,000 | 721,210 |
| 8 April 2019 | 474,990 | 15,650 | - | 459,340 |
| 14 May 2019 | 232,370 | 4,000 | - | 228,370 |
| 10 October 2019 | 100,000 | 500 | - | 99,500 |
| Total | 3,267,140 | 586,493 | 993,387 | 1,687,260 |
Awards of free shares by entities or groups related to the Company
- On 30 June 2020, Ice Participations, an entity in the Lagardère Publishing division, awarded and delivered 530,087 free shares to each of its two Deputy Chief Executive Officers.
- In the course of 2020, no other free shares were awarded by entities or 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
- In 2020, Pierre Leroy and Thierry Funck-Brentano, employees of Lagardère Management and executive corporate officers of Lagardère SCA, were not awarded any Lagardère SCA shares in the unprecedented context of Covid-19.
- In 2020, Lagardère SCA’s executive corporate officers were not awarded any 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.
- In 2020, Lagardère SCA’s eight employees were not awarded any free shares by Lagardère SCA.
- In 2020, 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.