French partnership limited by shares

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Lagardère is a French partnership limited by shares (société en commandite par actions - SCA) and has two categories of partners:

• General Partners (Associés Commandités, of which there are two), who are indefinitely personally liable for the Company's debts; and
• Limited Partners (Associés Commanditaires, or shareholders), whose situation is the same as that of shareholders in a joint-stock corporation (société anonyme): they are liable for the Company's debts only to the extent of their contribution to the partnership. Members of the Supervisory Board are appointed by the Limited Partners alone, and General Partners may not take part in the vote.
  

Because of the two categories of partners, collective decisions require consultation of the shareholders at General Meetings, and of the General Partners.
The Managing Partners are responsible for running the Company under the oversight of the Supervisory Board, which represents the shareholders.

General Partners

• Arnaud Lagardère
• Arjil Commanditée-Arco
  

Managing Parters

• Arnaud Lagardère
• Arjil Commanditée-Arco
  represented by:
  
  Arnaud Lagardère
  Chairman and Chief Executive Officer
  
  Pierre Leroy
  Deputy Chairman and
  Chief Executive Officer
  
  Thierry Funck-Brentano
  Chief Operating Officer
  

Statutory Auditors

• Ernst & Young et Autres
• Mazars
  

French partnership limited by shares: a modern corporate structure perfectly in step with corporate governance requirements

French partnerships limited by shares provide for a clear separation of powers between management (Managing Partners and General Partners) and supervisory bodies (Supervisory Board).

Members of management may not also be members of the Supervisory Board.

Furthermore, Lagardère SCA encourages the management bodies to run the Company responsibly and prudently with a long-term perspective. Since the Managing Partners are also General Partners, they have indefinite liability for the Company's debts.

Lagardère SCA: enhanced shareholder rights

Lagardère SCA has adapted its Articles of Association to enhance shareholders' rights by granting them specific powers:

Veto on the appointment of Managing Partners

The Supervisory Board, which represents the shareholders, must give its consent to the appointment of the Managing Partners by the General Partners.
In the event of any unresolved disagreements between the General Partners and the Supervisory Board, the shareholders have the ultimate say in the General Meeting.

Right of approval in the event of a change of control of Arjil Commanditée-Arco (General and Managing Partner)

The Supervisory Board must give its prior approval for:

• any transfer, sale or issue of shares resulting in a change of control of Arjil Commanditée-Arco, unless the transaction is accompanied by a valid takeover bid for all of Lagardère SCA's shares;
• any new shareholders in Arjil Commanditée-Arco.