How to participate in Shareholders’ Meetings
Any shareholder, irrespective of the number of shares he possesses, is entitled to participate in Ordinary or Extraordinary General Meetings of Shareholders:
• The Ordinary General Meeting of Shareholders must take place at least once a year. Its role is specifically to approve the accounts of the past financial year, to fix the amount of the dividend, appoint or renew the Members of the Supervisory Board.
• The Extraordinary General Meeting of Shareholders decides on matters relative to the modification of the company's Articles of Association and regarding the majority of financial transactions, particularly those directly concerning shares (increase in share capital, free allotment of shares, issue of securities, etc.)
Participation in the meetings:
All shareholders, regardless of the number of shares they own, may participate in the meeting by attending in person, absentee voting, or having themselves represented by the person of their choosing, for example by giving powers to the Chairman of the meeting.
By law, the right to participate in the meeting is justified by accounting entries, in a three-day period before the related general meeting at 0:00 Paris time, of the shares in the name of the shareholder or in the name of the Registered Intermediary acting on their behalf, in the registered securities accounts held for the Company by its representative, BNP PARISBAS SECURITIES SERVICES, les Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin.
Means of Participating in the meetings:
1° - Shareholders wishing to attend the meetings in person may:
- either request an admission card using the form that must be sent to them with the notice of call (convening notice), after filling it out, signing it and mailing it back to BNP PARIBAS SECURITIES SERVICES using the postage-paid reply envelope that must be enclosed with the notice of call;
- or, for the shareholders who have registered securities accounts held by the Company, appear, in person on the meeting date with a valid ID, at the counters that is provided especially for that purpose.
Requests for admission cards made by shareholders who are not domiciled in French territory, for whom an intermediary has been registered on their behalf in the Company's registered securities accounts (Article L.228-1, clause 7 in the Commercial Code) held by their representative, BNP PARIBAS SECURITIES SERVICES, must be sent to this latter through their Registered Intermediary (usually a custodian or global custodian), and, to be counted, must be accompanied by a certificate from said Registered Intermediary, such that the Company or its representative may verify their shareholder status without any possible dispute on the Record Date, i.e. in a three-day period before the date of the meeting.
Should the shares be held by several intermediaries in succession, a certificate must be prepared by each of those intermediaries.
2° - Shareholders who cannot or do not wish to personally attend the meetings then have the option:
- of absentee voting using the form that must be sent to them with the notice of call;
- of sending a power of attorney to the Company without naming a proxy, using the form that must be sent with the notice of call, which will be equivalent to giving powers to the Chairman of the Meeting to issue a vote in favour of the resolutions presented or approved by the Managing Partners;
- of being represented by any person of their choosing:
- either using the form that must be sent with the notice of call;
- or by sending an e-mail to the electronic address of the Company which will be given on the occasion of the meeting. This e-mail must contain their full name, address, and ID with BNP PARIBAS SECURITIES SERVICES (appearing in the top right hand corner of the form), as well as the full name and address of the appointed proxy; this e-mail must be signed electronically using an electronic signature process created by a reliable process of identifying the shareholder and guaranteeing his/her link with the content of the e-mail to which it is attached (Article 1316-4 of the Civil Code); the shareholder is responsible for obtaining the electronic signature certificates or keys. The power of attorney so given may be revoked using the same procedure, by e-mail to the same electronic address ; such address must be used only for reporting or revoking the power of attorney, and any other requests or notifications related to any other objects will not be acknowledged and/or processed.
All of the Company's shares are registered; so, admission card request forms, absentee voting forms, and power of attorney forms, and the postage-paid reply envelopes provided for that purpose, are sent with the notice of call to all shareholders who are registered in the Company's registered securities account.
In order to be counted:
- admission card request forms and absentee voting forms must be filled out, signed, and received by BNP PARIBAS SECURITIES SERVICES no later than three days before the meeting;
- notices issuing or cancelling a power of attorney, sent by e-mail and signed electronically, must be received not later than the day before the meeting;
Absentee ballots and powers of attorney issued by shareholders not domiciled in French territory, for whom a Registered Intermediary has been registered on their behalf in the Company's registered securities accounts, must be sent to BNP PARIBAS SECURITIES SERVICES via their Registered Intermediary, and cannot be taken into account by it unless the identity of the corresponding shareholders has been disclosed to it, either voluntarily or at the request of the Company or its representative, pursuant to French law.
3° - Once the shareholder has expressed a wish to vote by post or proxy or has requested an attendance card, he or she may not choose to participate at the meeting by any other method.
Request to add items or draft resolutions to the agenda - submission of written questions:
- Request to add items or draft resolutions to the agenda:
Requests to add items or draft resolutions to the agenda, made by shareholders who meet the conditions set out in Article R.225-71 of the Commercial Code, must, by law, be sent to the head office, to the attention of the Managing Partners, by certified letter with return receipt, not later than a 20-day period following the publication at the BALO of the prior notice of meeting.
These requests must be accompanied by the certificates of registration in the registered securities accounts held by BNP PARIBAS SECURITIES SERVICES on behalf of the Company, showing evidence, on the date of their request, of the ownership or representation of the required fraction of the capital.
A review of the item or draft resolution by the meetings is, moreover, conditional, by law, on the transmission, by the originators of the request, of a new certificate documenting the accounting entry of the securities in the same accounts on the Record Date, i.e. three days before the date of the meeting.
Requests must be received by the Company or its representative no later than a 25-day period before the meeting.
Requests made by shareholders not domiciled in French territory, for whom a Registered Intermediary has been entered on their behalf in the Company's registered securities accounts held by its representative BNP PARIBAS SECURITIES SERVICES, cannot be counted unless they are accompanied by a certificate prepared, on the date of their request and renewed at the Record Date, by their Registered Intermediary, such that the Company or its representative may verify, without any possible dispute, the ownership or representation of the fraction of the capital as required by law.
Should the shares be held by means of several intermediaries in succession, a certificate must be prepared by each of those intermediaries; these certificates must accompany the request, be sent by the Registered Intermediary registered in the Company's securities accounts, and be renewed at the Record Date.
The text of any draft resolutions presented by said shareholders, as well as the list of any items added to the agenda, is published on the Company's website.
- Written questions:
Any written question submitted by shareholders must be sent to the head office by certified letter with return receipt, addressed to the Managing Director of the Company, beginning on the date of the notice of call and not later than four days before the meeting.
In order to be counted, these requests must, by law, be accompanied by a certificate of registration, on the date of the request, in the registered securities accounts held by BNP PARIBAS SECURITIES SERVICES on behalf of the Company.
No written question submitted by shareholders not domiciled in French territory, for whom a Registered Intermediary has been registered on their behalf in the Company's registered securities accounts, can be acknowledged unless they are sent to the Company by that Registered Intermediary along with a certificate from this latter, such that the Company may verify their shareholder status, without any possible dispute.
Availability of the documentation on the occasion of the meetings:
The documents and information covered in Article R.225-73-1 of the Commercial Code are on line on the Company's website (http://www.lagardere.com) under "General Meeting," no later than 21 days before the meeting.
Along with the other documents and information about this meeting, as provided by law, they are available to shareholders at the Company's administrative office, 42, rue Washington, 75008 Paris, before the meeting and no later than 15 days before this latter.
January 24, 2017
Thursday, February 9, 2017
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