Lagardere SA (MMB) Earnings Call Transcript & Summary

June 30, 2021

Euronext Paris FR Communication Services Media shareholder_meeting 106 min

Earnings Call Speaker Segments

Arnaud Lagardère

executive
#1

Ladies and gentlemen, dear shareholders, once again, unfortunately -- that I hope that this will be the last time that we're having this general meeting behind closed doors. We know that this is very particular. We're going to be opening a new chapter, a new statutory chapter, but obviously, this will depend on what [indiscernible]. So the message that I would like to say, that I'm very optimistic and positive, I think that things won't change. Why? Because we still have a management team that you can see with me, Pierre Leroy on my right-hand side; Pauline Hauwel, who you know very you much. She was here last year. On the left is Sophie Stabile who rejoined us as our Financial Director last year in September. And same team, same ambition, same determination, and COVID isn't going to throw us a spanner in the works. And on the contrary, rather, we don't have nostalgia. We're actually looking to the future. And without further ado, I want to give to floor to Pierre, who will talk about the formalities as he does every single year. Thank you very much.

Pierre Leroy

executive
#2

Thank you very much, Arnaud. Ladies and gentlemen, good morning. We are going to be opening this general meeting, which will be both ordinary and extraordinary given the nature of the resolutions on the agenda. Why? Because there'll be 44 of them that are on the agenda. As Arnaud indicated, this meeting is being held behind closed doors, so without the members and other people entitled who can be physically present, and this is in accordance with the provisions of the order this 25th of March 2020, adapting the rules of meetings of different assemblies in the health context related to the COVID-19 pandemic or epidemic. In view of the administrative measures enforced at the time of the convening of the meeting and the closing of conference and meeting rooms for physical distance, [ individual ] barriers, [indiscernible] respecting the restrictions on the movement of persons from one country to another, the company is unable to physically convene the members of this General Meeting. This meeting will be broadcast live based in French and in English on the company's website. You are on the website, seeing this already, thank you very much for your participation and for your presence this morning. As is customary, I will give you a number of general indications to start off with. We have the composition of the bureau. The meeting is being chaired by Arnaud Lagardere in his capacity as Managing Director in accordance with the decree of the [indiscernible] 2020. Vivendi is represented by Caroline Le Masne de Chermont, who is the Legal Director and CSR for Vivendi; and Amber Capital UK LLP, acting on behalf of the shareholder funds -- managed and represented by Olivier Fortesa, Managing Partner. [indiscernible] which is in -- from amongst the 10 shareholders with the greatest number of voting of the General Meeting. The Chairman, Arnaud [indiscernible] has appointed Pauline Hauwel, who has agreed [indiscernible] corporate secretary of the meeting. Secondly, the terms of participation in this meeting and the final quorum, as they were unable to attend the meeting and vote at the meeting in the specific closed-door contact, shareholders have been able to exercise their voting rights in the 3 ways that are in context. So they can either vote remotely given their proxy to the Chairman of the General Meeting or to give a proxy to a third party. Shareholders were able to send their instructions by post, by Internet via the secure vote access platform. And exceptionally, this year, again, by accordance with the provision of the decree of the 10th of April 2020, in order to compensate for possible postal delivery problems as the case may be, as you can see on the presentation in front of you, we've got a quorum. We have [ 5,633 ] shareholders that are participating, bringing together [ 112,689,000 ] shares, meaning 67% of the shares given voting rights, and this is for the ordinary part. And if we're to give the extraordinary part of the general meeting, we have 5,601 shareholders, bringing together 1,000 -- 1 million -- rather [ 100,679,454 ] numbers of shares. We have a quorum requirement of 20% for the ordinary meeting and 25% for the extraordinary meeting. But obviously, we know that the meeting may [indiscernible] deliberation. Finally and [ fairly ] concerning the conduct of this meeting. Arnaud Lagardere will begin with a presentation of the group in our situation. Following this, and he'll be giving you different indications rather from a strategic point of view, underlining elements of the future. Sophie Stabile, who is the Group Chief Financial Officer, will then present rather and comment on the financial statements for the past year and the group's financial situation. Following this, we have a video presentation. For you, obviously, this doesn't change anything. But unfortunately, the auditors, the company's statutory auditors, Mazars, Ernst & Young and others will be presenting the [indiscernible] contained in their reports prepared for this General Meeting. Following this, Mr. Patrick Valroff will be presenting the different reports issued by the company's Supervisory Board, which he chairs. We also will have the answers to different questions as well as -- in the room and all those that have been sent to us earlier. [Operator Instructions] We also will be ending the -- for the results of the 44 resolutions, what we have [indiscernible]. I would like to remind you the several documents that are made available to shareholders on the company's website, and this will allow you to follow the progress of the meeting as close as possible. For example, the notice of meeting, which is sent to each shareholder by post or e-mail and includes the different reports that you should have at your disposal as well as the text of the resolutions that have been submitted to you and a description of their purpose and reason. We also had the universal registration document, which is an appendix to the management report included in the notice of meeting, providing a very comprehensive picture of the group and all its assets. You can refer to it at any time, activities, accounts, legal functioning, financial functioning, structure, corporate governance and nonfinancial performance as well. The document brings you all of the different elements that make up the annual financial report that every listed [ company ] must produce. We hope that the content and the quality of these documents will satisfy the attentive shareholders and demanding shareholders that you are. I would like to see the opportunity to thank all of the group's employees who have participated in the preparation and drafting all of these documents. They have done very well and we have this -- I will now ask Pauline Hauwel, who is the secretary of the meeting, to give an inventory of the documents placed on the desk and make a summary presentation of the agenda, which is included in the notice of meeting. After which, Arnaud Lagardere, who will -- will take the floor.

Pauline Hauwel

executive
#3

Thank you very much, Pierre. Ladies and gentlemen, we have the different documents. We've got the statutes. We also got the notice of the meeting and we have [indiscernible] convening notice and this was at the same time as the general meeting [indiscernible]. We have different convening letters sent to the auditors. We have the 9 reports sent by the auditors. We also have the reports for independent and extra financial reporting. We have 1 copy of the brochure. We have 1 copy of the universal registration document. The current General Meeting is asked to look at the full agenda of the meeting, [indiscernible] on Pages 7 and 8 of the General Meeting brochure. We have a hybrid format. We have 30 points on the agenda for today, [ 30 ] points coming from the ordinary and 14 from the extraordinary, to start off with -- what are the resolutions 1 to 14 and [ 44 ] for annual [ online ] part of meeting, approval of the company and consolidated financial statements for the year ended 31 December 2020. We also have the ratification of the cooptation of Valerie Bernis as a member of the Supervisory Board, reappointment for a 4-year term; reappointment of Soumia Malinbaum as a member of the Supervisory Board for 3 years; approval of the regulated related-party agreement; approval of the information concerning the remuneration of corporate offices; approval of the components of remuneration paid during or allocated in respect to 2020 to the executive corporate officers and the Chairman of the Supervisory Board; and we have powers for formalities as well as the approval for remuneration policies. And we move to resolutions 15 to 29. This is linked to the transformation of our company. We have a conversion of the company into a joint stock company with the Board of Directors. We also have the appointment of the different members of the Board, Virginie Banet, Valerie Bernis, Laura Carrere, Fatima Fikree, Veronique Morali, Joseph Oughourlian, Arnaud de Puyfontaine, Nicolas Sarkozy as members of the Board of Directors for a full year term and Mr. Arnaud Lagardere for a 6-year term. We also have appointed Pierre Leroy as a Board Adviser or censeur in French for a 4-year term; approval of the remuneration policies for the Chairman and CEO and for the Deputy CEO for 2021; approval of the remuneration policy and the overall annual amount of remuneration for the members of the Board of Directors. And then we also have a series of resolutions linked to financial delegations and authorization. These are resolutions 30 to 43: an 18-month authorization to trade in the company's share and this is in its buyout program. We've also got other authorizations subject to ceilings to be renewed every 26 months, same conditions with the ceilings that were approved during the General Meeting of 2019. We've got debt securities giving access to share capital of other entities. We've also got priority rights, preferential subscription rights, publicly -- private placement, public offers with or without priority rights and also the savings schemes. We have performance shares also that will be attributed to those who are working very well.

Arnaud Lagardère

executive
#4

Thank you very much. Let's go to the second part. As you mentioned, [indiscernible] we have a presentation that you should have on your screen in front of you. I hope this is all of the different slides. I will comment but maybe not go into detail for everything. You'll be able to consult this at the end of your -- at the end of the meeting. We'll start with 2020 that was very important for us. We'll go -- this is a reality for us, but I think that sometimes we tend to forget and I hope that we're going to forget everything that has gone on. We've got 3 elements, which is important to us. We have a very positive element and this is going -- this is looking at validating the strategy that we put in place. We wanted to have 2 different axes to start growth. Obviously, you understand the different issues that we encountered. And we also have resilience on the other side. As you can see on this first slide, we have been able to limit the damages of the COVID crisis. And I hope that we will be able to dodge the economic crisis for this as well in addition to this. One of the indicators that we have the most is the cash. We were impacted as everyone else was, but I think that the second semester was very significant for us. There was a passage of EUR 2 billion on the 30th of June. And I think we've been on about 1.7%. But obviously, all of these details will be provided to you by Sophie during her presentation. We were able to react very quickly in March 2020. We started -- I know that lockdowns started across all of the different countries. Airports were closed as well as train stations. We first and foremost thought about our employees. Obviously, this didn't come at a low cost, but we heavily invested and we will continue to heavily invest in order to protect our employees. We allowed remote working, working from home. This is very important, and we can even see in the figures for Lagardere Publishing that this wasn't something that had an impact on the great results that we're seeing in this branch. We're going to be continuing with this impetus, maybe not on the same level, but we are currently discussing with the different unions in order to showcase the fact that remote working, working from home was something that worked. The second thing that we did in the chart -- time of crisis, obviously, we're trying to have a hand on our cost, what was the use of costs, we wanted to look at fixed costs as well. And we've always thought about, once again, our employees, and this is why we created a COVID solidarity fund and this wasn't [ modest ]. It hasn't yet all been spent either. We said that actually would probably be able to move from EUR 3 million to EUR 5 million if the need was there and we haven't actually hit that figure yet, that it's a great thing. We were able to help some of our employees to fund themselves in precarious situations, personal situations. They were very isolated. And this is thanks to the different number of people that we were able to have in the group. It was something that allowed us to -- that made us very happy. That said, we hope that despite everything, there will be an end of the crisis. There is light at the end of the tunnel. Nobody knows when we will get out of that tunnel, but we are ready to bounce back. What will the bounce back be, we want to continue with this inertia, this very positive inertia that we have with Lagardere Publishing. We've seen excellent results last year. You've seen this for yourself. And I think that this year will follow suit. We will have the semestrial results that we presented to you very soon. We also are looking at Travel Retail, which hopefully will pick back up. We had cut costs, so we've been -- [ replaced ] different teams. When we will be able to stop our cut with Travel Retail, we're going to try and get up a nudge and support Travel Retail for the group. Why? Because it is a source of growth for us, and this is a new point. One of the lessons that we were able to learn from the pandemic, profitability of Lagardere Travel Retail is very high. And I'm not just talking about Travel Retail but also the other branches. In addition, we have put into place very structural reforms that are very important across all the Board. We were talking about Travel Retail, Publishing, what we call our other activities, essentially media. And let's not central costs for -- which Pierre Leroy -- was both onboarded 2.5 years ago, and we have been able to accelerate our hand over this very significantly so actually. Let's look at the group performance. I'm just going to present the key figures because Sophie will go into the details during our presentation. This is a snapshot of the end of 2020. You can see the way in which our revenue was hit, but -- in 2020. But if we look at these figures, it was concluded that the world of tomorrow won't be that different from the world of yesterday. However, we need to [ hone ] in more on costs, on profitability and this more so than we were in the past. We used to work with only one indicator, a number of indicators being the group recurring EBIT. And now we think that we need to add the free cash flow, but also, what is the return on investment for our shareholders. And I imagine that this is something that is going to put a smile on your faces. We'll come back to this over the course of the upcoming months with regards to the different Board meetings, and we will have a very finalized plan to share with you. Now very quickly, let's look at positioning, market trends and outlook. We haven't been sitting on our laurels. Sitting on our laurels when it comes to M&A, when it comes to acquisitions and to disposals. This -- we have had, obviously, a very standstill because -- we came to a standstill rather because of COVID. There weren't that many strategic divestments. There were not many acquisitions. But we hope that we'll be able to slide back into things because this is really the social objective of our business. We want to develop all of this to say that we were very active and we have been very active in the course of the past years. There was a standstill, as you can see on the right-hand side. But we are going to pick back up where we left off once the pandemic will be behind us, but I will comment at this point [indiscernible]. What is our global strategy? Nothing has changed. I will be thinking, on an individual basis, the different shareholders allowing us to continue with this impetus, but we have to 2 axes, as I mentioned earlier, and then we have our other activities that we have kept, mostly media. And now more than ever, Publishing, Lagardere Publishing is the cornerstone of our group for reasons that are known to you. It's a beautiful business line, the heart of our activity. We've had a lot of divestments and also acquisitions. It's something that is going to consolidate further in the future. We have -- are a market player that has more of a standing now than in the past and not just in France, but also on the global stage. We saw great strategic results, and we have other ambitions for the future. And now more than ever, we are going to [indiscernible] if I may, this branch. And I would like to thank each and every one of you who are making efforts day in, day out so that this can be a success. We know that Arnaud Nourry left us and I think that it was very important for me to cut someone important as the head of this department. You know it's Pierre Leroy. He is a bookworm, but that's not why. It's not just because he's loyal to the group. It's not just because he knows the strategy inside out, but because he is a perfect fit to [ federate ] not only the publishers but also authors. And we've heard a lot about Lagardere. We've read a lot of things in the press. And we wanted to take a step back, take a deep breath and not think about what the media is talking or saying but think about what our future is. We want to be calm, serene and we want to develop. And I am delighted, my dear Pierre, that you are sitting here. And once again, it's the future that counts for both of us. And me -- maybe more for me for Lagardere. Maybe wanted -- Travel Retail, we are disappointed. Why? Because we were in good inertia. We were in a great momentum. We had huge growth. We developed high profitability. But when you want to win over market shares, you need to make sacrifices. We want to maybe play around with our profitability and also [indiscernible] but we are ready. And as you will see later, there are different geographical regions, for example, the United States, China, that are showing us that when travel picks up, we will be in those starting blocks. I hope that we will be maybe one step ahead of the game and that we will have exceptional results in these 2 regions. We are looking at the moment at domestic travel that this encourages us to double our efforts and convince us that we already saw a [ reprieval ] in terms of our other activities. Once again, they have been hit by COVID. Radio, because we're talking about mobility, when people are in their cars, when people are mobile, they maybe don't listen to the radio by reflex, especially if we think about mainstream radio. They like reading, they're buying books, that's a good thing. We did have a period that was a little bit sensitive for us. Strategically speaking, it is in our best interest, and it's in the best interest of all the shareholders of the group to restart these activities. we don't want to [ hemorrhage ] money and this is why we are going back to the drawing board. We asked ourselves the right questions. What are the partnerships that we should be implementing? We note that all of our partners are either already in individual partnerships or they are already being backed by another actor. Therefore, I don't see why we should continue to isolate ourselves in saying that it's best for us because it's not what's best for us. We need to partner for sport, the cinema, for radio, for music. And what about Canal+. Canal+ is the answer to our [indiscernible] and this is why I can tell you and very calmly so with no qualms at all that we are going to be developing this aspect in the future for the world -- of our stations at Europe 1 is who I'm talking about. Let me continue, same mindset, a little bit of food for thought, and I will just go very quickly through the different trends that we've seen over the course of the past few years haven't really changed. Even if we see that in the -- in Publishing, there is a lot of -- we -- very bizarre interest. It's a very flourishing market, and we want everyone to be right about this, not just us. Why? Because it was a motivation, it gives us -- we have competitors giving us a run for our money. It means that we want to be bigger and better. There is very little organic growth in France. There's a bit more in the other countries, for example, the United Kingdom, the United States and Spain, but this is nothing new. It's been this way for a very long time. And for growth, we want to be better than everyone else. We want to have the right acquisitions and also create organic growth. In addition to growth through acquisitions -- and by having [ SLSs ] can be the case. I think we tend to have more [ business ] than other publishing houses, but I imagine that there will be lots of people wanting to say the contrary. But Sophie will be sharing to us the results for 2021. We'll also have the same sort of results to date this year for 2021. And we know better than others how to attract talent, create synergies, acquire rights, upstream and also develop these and other products, not just pure books, but also games, board games, and I apologize for using the English term to the speaker. We are very positive about this despite the fact that there is a very low growth because we know that we can increase it. Still in the same domain, there are other trends that have been said that we can't forget. For example, a rise in entertainment and trends of reading. These are figures and studies that were conducted prior to COVID. However, I don't think that they'll be any different, and I think that these activities will also be very positive for us from 2022, 2023. We also have a concentration on retail. We will have fewer intermediaries. I think that's will not be as comfortable as it could have been in the past. But if we want it to be as helpful as other actors in the marketplace, we need to ensure that we're keeping up to speed. We've got to [indiscernible] expenses and we have seen very recently that there was an explosion of audiobooks. I'm not sure if you've used them yourselves, but this is a new form of media that was very interesting for us. We can see this mostly in English-speaking countries, and this gives us an idea of what the future will hold for us. We also think that France will follow suit. Obviously, this will come at a cost of marginal cost because we need to invest in voices. And these voices aren't just any old voices. We're talking about actors. Actors come at a price. But this is a wave of growth that we're hoping to be able to arise. It will be beneficial for us, and we want to double our efforts on this point as well. And if you look at #4, of course, digital everywhere -- the digital tools are everywhere. However, the books resilience outside of e-books and audiobooks is still present because we need scenarios, we need authors. We need books regardless of the type of tool that you are using. We also have market consolidation. We know that people are reading a lot and this is wonderful. I hope that we will be able to contribute to it and to benefit from it. [indiscernible] have a few slides to show you later on more specifically on CSR. But of course, CSR is more and more important and the COVID-19 crisis has made it more relevant than ever. This is not something that is new. We've done a lot of carbon [ stock takings ]. We are careful in the way that we use paper. And throughout the whole publishing cycle, we're also very careful and focusing on our footprint. We want to reduce it as much as possible. We want to almost be neutral in our footprint. Moving on to Travel Retail. On the left-hand side, you have a graph that is really interesting because we've had a lot of crisis. This one was not the first one. It won't be the last one either. What's new about this crisis is that airport traffic had, in the previous years, not been hit by this crisis. And actually, one of the first crisis that we've had was the SARS in 2003, SARS crisis, and air traffic hasn't changed much. But in 2020 and -- 2019 rather, with the shutdown of airports in these countries and the measures that have been implemented, we can see a major decline in our revenues, especially in Travel Retail. So when is this going to pick up? Hopefully, as soon as possible. But we're not the ones who will choose. On the right-hand side, you have a graph with the rebound that we can expect with the red graph. So we based ourselves on the end of 2019 where you had this sharp decline. And hopefully, it is getting -- so 2020 was the lowest of the lowest. And then you have this tunnel -- or funnel-shaped curve and what we can expect is that by 2030 (sic) [ 2023 ] full year, we should get back to this 100 basis that we had in 2019. Now of course, we can be considered as optimistic, not so much actually. But what we know is that this will probably not happen in 2022, this full rebound, but we can consider that in 2023, it -- we can get back to the levels that we had in 2019 and beyond with growth, but then we can't anticipate too much. This will depend on many things, on the vaccination campaign, on the optimism of airport owners and train station owners of countries, et cetera. So we have a lot of elements that we need to factor in. Therefore, it's really difficult to give you a certain and reliable scenario. This is one of the scenarios that we have tried to anticipate. Sophie has worked on a scenario in the next 2, 3, 5 years. We are ready for any scenario, a flat curve or more optimistic curve. We did not consider any chaotic situation where the situation will go back to 2020, as low as 2020. But we are ready and we will anticipate, if need be. These are not objectives. These are ambitions more than anything else. Moving on to -- so still on Travel Retail, but let's take a look at this slide now. Regardless of what I said, we still have a lot of very positive elements, the post-COVID world, as we tend to describe it. And I still think that the post-COVID will look very much like the pre-COVID world, especially because people want to start traveling again, for professional, but also for personal reasons. And we were really careful on demand for passengers to travel and for corporate travel as well, especially because for corporate travel, we know that companies have decreased their costs and that this is something that will continue. And people also are working from home and it does not decrease their productivity. Therefore, we think that there will be a decline, not significant decline, but there will be less demand for corporate travel in the future because companies want to make savings as well in terms of travel, but also in terms of real estate. And for Travel Retail, this can be a negative element that will be largely offset by all the different elements that I'm not mentioning here, but that you can see here and that you can probably anticipate already. So still on this bullish activity as -- what we Americans say. So very optimistic. If I move on to the short-term and medium-term outlook for Lagardere Travel Retail and Publishing as well as other activities. Well, for Publishing, it's quite simple. Our activity is very positive. We are very optimistic in this branch. And hopefully, it will continue. And we will do our best to continue in this trend. We can expect -- I've read analysis and comments saying that as soon as theaters open up again and restaurants reopen, people won't buy books anymore. Maybe, maybe, but I don't think that it will be as significant as people say with regards to our results and our activities. We will continue to serve each reader. And we have a readership. We have all the readers who read books. We also have younger readers. We have people who read audiobooks and who consume e-books as well. As for Travel Retail, I don't want to dwell on this too much because I've already addressed it. But we have this LEAP project, which is a savings project especially internally around cash flow. It's not always easy to ask our teams to make savings because they have their own constraints. We have people who are tired, who haven't been able to go to work in a long time, who are working hard for not many results. But with the COVID crisis, we have been able to set everything back to 0. Not a pretext, we need to be able to adapt to this new situation and make savings, savings and savings. We need to continue making savings in the Travel Retail sector. If there are opportunities and there will be, we will seize them. And again, we will continue on -- focusing on growth. As for other activities, I already mentioned them. We want a partnership with a TV network. You already know -- you're familiar with its name. I think that it was in the media, and it was not necessarily in very positive terms. But we're part of the same family. We don't like people criticizing our brothers and sisters because we're all a big family really. But what matters is the results, and we want to show you that this partnership is very positive for both our partner and ourselves, and I have no doubt about this. And as I was saying earlier, for the other branches, we have been making savings in our other activities as well. And above all, for the corporate level, we had a big streamlining and cost-saving campaign in the past few months. And we want to have about EUR 35 million of corporate costs. We went from EUR 70 million. So we want to more than half these costs. And I would like to conclude with this slide to give the floor then to Sophie, who will detail the cost reduction in the coming years. But in 2020, the ambition is to go from this EUR 61 million of expenditures to EUR 35 million, EUR 30 million. Now of course, you have different figures here that are mixed, but this is the idea, and we will continue on this trend. Now let's take a look at the lessons learned from the COVID crisis. First, we know and we have learned that we need to be agile. This is essential. And to be agile, we know that there are cost structures that we need to manage better. We used to have a very decentralized system. And we have to -- we used to have a centralized system and we've decided to stop it. We wanted to make sure that fixed costs be, for most of them, cut as much as possible. And when there were overlap based on positions, geographies, we wanted to reduce it as much as possible, so less overlap in the different geographies. We also did an operational review for Travel Retail. It was necessary because we needed to question our structure and have required a lot of work and a lot of tensions internally because it's never nice, never pleasant to make efforts, but everyone is going in the same direction. So this is good news. As I was saying earlier, we're focusing more and more on cash flow. We know how essential it is on the [indiscernible], so the return on capital invested by shareholders. Therefore, the profile for shareholders that is slightly different -- with a different strategy with regards to these financial markets, so really focusing on the return on capital employed, and more systematic approach to remote work whenever it is possible. I don't want to start negotiations right now. But just like in many companies, we know that for some people, not for everyone, working from home 2 days a week to be negotiated upon, of course, maybe more, maybe less depending on the position, but for especially for people who don't need to go to work as much as they have in the past. We need to take this into account. But of course, it needs to be beneficial to the company. The CSR strategy now. Well, of course, with the COVID crisis, things have changed because a lot of people have had time to question the structure of companies. We had different scenarios in mind from the pessimistic to the most optimistic ones. We want to be responsible, that is for sure. There are things that we have been doing for a very long time. We work on technologies. We don't have that many patents. But the added value of the services that we're able to offer to people is based on the men and women that we surround ourselves with. So we want to be customer-centric as much as possible, placing people at the heart of our strategy. And of course, the number -- the challenge number 2 is the fact that, again, we want to be a responsible company. We want to be part of the questions and -- that women and men ask themselves. We want better social diversity. We want to limit the environmental footprint of our products and services. And with regards to diversity, we've done a lot of efforts regarding social and cultural diversity within the -- our activities, but also within our governance structure. We have more and more women. We had a lot of women in the group, but not so much in the executive committees and the different high-level committees. At corporate level, we didn't have that many women. And you can see that this is something that is changing, that has been changing and that will continue to change in the future. And you will see in the Board that were proposed to the -- to you. You will have a lot of women. Moving on, I anticipated this slide a little bit, so I don't want to comment too much on this. But you can see that our teams with Isabelle Juppe has been working on this across the branches. I think everyone is aware of the fact that CSR is a major challenge. There's a lot at stake. Even if it's not only about the financial aspect that matters, this is something that is important, especially because we want to be in a good position to attract talent, to also attract investors who are very -- who are paying attention to CSR. And there are a lot of funds that are dedicated to CSR actually nowadays. Therefore, we are currently focusing on these elements, as you can see in this slide. Let me conclude with this proposed conversion into a joint stock company. I would like to assist this opportunity to thank [indiscernible] to all the different shareholders and the Board because they have all contributed to, well, first, pacify the environment but also to approve a strategy that was based on the integrity of the group. We don't want to alter any of the assets that have been described since the beginning of this session. And I would like to thank you genuinely and very objectively. I would like to thank the different shareholders, Qatar, Amber Capital, Bernard Arnault's group and of course, our #1 shareholder, Vivendi. I said it over and over again, despite what we can hear that Vivendi and Vincent Bollore are an asset for us and not a threat, and I will say it again. So if we now take a look at this transformation, this transformation is, of course, significant for us. Let's take a look at what we were before 1992. We were used to living as -- into working as a partnership limited by shares. I know that Pierre has given a lot of detail, but we will get back to that later on. And this transformation will be compensated with the increase in capital with the creation of 10 million new shares. It has been presented to all the relevant people, the people that could have been dissatisfied. There will be people who are not satisfied by this transformation. This is human nature. But there hasn't been any call. No one at the company or individuals that have objectives to it. We will have 11 members that will compose the new Board of Directors, including 5 independent members, as Pierre said earlier. I will continue to be in charge of the company as Chairman and CEO. I will continue the strategy approved by all shareholders of the group. We also have this assistance convention that will disappear. So that will probably make you really happy. So this is actually the case for a lot of companies. And I don't have many more comments on this, except for the fact that we're pretty much checking all the boxes. We have been spending a lot of time on this. We have been working and talking with the different shareholders but also the authorities of the financial markets. I would like to thank Sophie and Pauline for their work. I know that you have been really focused on this work. We have the approval of the financial market authorities. We also have the approval of the bondholders who had to -- of the bondholders, rather, who had to approve it. And of course, and we will wait for the end of the general assembly to get your approval. Let us take a look at the capital itself now. In the shareholding structure post conversion, on the right-hand side, you will have 141 million [ access ], so 131 million plus 10 million. So you have had shareholding structure, the percentage of the voting rights. And when I take a look at this graph, I realized how robust the people surrounding me are. We have Qatar, Amber, Vivendi and the others, and this is not insignificant. We have a lot of floating funds, and we really count on them as well as well as on the shareholders, of course, to challenge the company's management. I would like to continue, and this will be my last slide about the new Board. Pierre Leroy has mentioned the new Board of Directors earlier. I don't want to dwell on this too month. It is a beautiful board. Everyone is more than welcome into this Board, and I'm really happy to see this over a table with these members around it. I don't want to continue -- or should I -- do you want to make comments, Pierre, before we move on?

Pierre Leroy

executive
#5

Well, just very, very briefly, maybe. We would like to give you an introduction of each and every member of the Board of Directors. All the shareholders brought forward different names, including Arnaud Lagardere and Lagardere has put forward 3 names, including himself. Or he's not the one who brought forward his own name, but it was quite natural. He has suggested to have on Veronique Morali and Nicolas Sarkozy by his side. Vivendi has also brought forward 3 -- and submitted 3 names, Virginie Banet, Laura Carrere as well as Arnaud de Puyfontaine. Laura Carrere and Virginie Banet are independent members because Arnaud de Puyfontaine is currently working with in Vivendi, therefore, he's not independent. We have some members that will be independent, others that won't. Joseph Oughourlian was submitted by Amber Capital. The Agache Group has submitted Valerie Bernis' name. Qatar Holding has submitted the name of Fatima Fikree, who's representing QIA, the company -- especially in investments in Europe. Around this table, we also have the 2 people nominated for the unions, so Mrs. Genaivre and Mr. Jouen. And I am also around the table as Board adviser. So we have a pretty good overview. We have qualified people. There will be decisions to be made by this Board. We will be able to make decisions on disposals, assets, nominations, termination and compensation of management, amongst others. So in the document you have one description per person, per member. You can take a look at them. But they all have outstanding references and great professional experience. They will be able to contribute with their experience to the company. I'm sorry, I forgot something. You went in one direction, I went in another one. But you have the slides, and you can take a look at the different profiles. You have incredibly beautiful pictures of all the members. And I think that we will present these profiles later on during the vote. So this was just a quick snapshot. Let's take a look at the financial results. Sophie, you have the floor.

Sophie Stabile

executive
#6

Good morning, everyone. I am delighted to present to you for the first time the financial full year results for 2020. As Arnaud said, the 2 main activities have been significantly but differently impacted by the crisis. Publishing has proved to be very resilient. Travel Retail has been -- has proved to be very dependent on air traffic. The company has ended the year with EUR 1.6 billion in available cash flow. And the group has finalized the Lagardere Sports and Lagardere Studio disposals in 2020. And I would like to thank Lagardere's team for their adaptation and for their crisis management throughout the year of 2020. Let's move on to performance by division. Let's take a look at Publishing in 2020. The revenue was stable, EUR 2.4 billion. And the performance of the group was thanks to General Literature with beautiful bestsellers such as Midnight Sun by Stephenie Meyer or A Promised Land by Barack Obama. Education segment affected by single reform level in France, which was anticipated, and of course, school budget control in Spain and Mexico, fewer launches in Partworks and low demand for tourism guides. Now let's take a look at the profitability of Lagardere Publishing in 2020. Lagardere Publishing had an incredible exceptional operational profitability with 12% of growth. The result was up to 26 -- EUR 246 million with strong favorable impact of backlist, including The Witcher, Where the Crawdads Sing, et cetera, but also a great sales for e-books and audiobooks. We have optimized costs in the current environment by adjusting marketing and promotion actions and reducing overhead costs, generally speaking. Let's take a look at Travel Retail. The revenue for Travel Retail is EUR 1.7 million (sic) [ EUR 1.7 billion ], down by 60% compared to 2019, mainly supported by domestic and regional air traffic. This is, as Arnaud said, because there are different channels, city centers as well as train stations that have been less hit by the closing down of the borders. As for Continental China, they have -- they still have a very dynamic internal traffic. Duty Free has been impacted by regional restrictions. However, travel essential segments are -- have been benefiting from diversified distribution of channels. As I said in 2020, Lagardere has optimized its flow-through at 19.9%. This performance of the recent shows how determined the teams were on optimizing operational efficiency. If we take a look at the efforts that have been made by the group, they have been able to make EUR 605 million on fixed costs, thanks to an action plan that has been put into place at the beginning of the crisis. They have renegotiated the leases and reduced operating costs. For CapEx, we have optimized our expenses, with a priority especially for recovery. And you can see that the CapEx has decreased by 40% compared to 2019. As for other activities, the revenue is EUR 229 million in 2020, with the Radio and Press license and, of course, the others that have been impacted by the crisis. The [indiscernible] provider activities is minus EUR 46 million. The impact is not as drastic in the second quarter, especially thanks to the cost reduction for News and corporate. Let's take a look at the results of the group. In 2020, the consolidated income has been significantly impacted. The reserve has been impacted. However, there's been a major improvement between the first and the second quarter of 2020. The results before taxes has been impacted by the loss of joint ventures because of the COVID crisis but also because of recurring elements. The adjusted profit is EUR 330 million, and the adjusted earnings per share, EUR 2.56. Let's now take a look at the consolidated statement of cash flow. We -- there has been a change in the working capital, with a decrease of the working capital, EUR 252 million. The net debt has decreased in the second quarter after hitting EUR 2 billion at the end of the first quarter in 2020. We've got solid liquidity position at the end of 2020, EUR 687 million in cash and EUR 950 million undrawn revolving credit facility for the end of this year. In order to strengthen its financial position, the group has decided to put into place a state-guaranteed loan for EUR 465 million with 9 partner banks, and this in early January 2021, and also modified and extended revolving credit facility until March 2023. In summary, there is a strong dichotomy in the impact of the crisis on the different branches in terms of the evolution of turnover, but also as recurring EBIT. The rapid mobilization of the teams has enabled us to stem the impact of the fall in turnover on profitability and cash flow, thanks to significant work on both costs and also cash preservation. We are continuing our efforts in this direction and look forward to seeing you on the 26th of July when we will present the company's half yearly financial results.

Arnaud Lagardère

executive
#7

Thank you very much, Sophie. Let's give the floor to Pauline now.

Pauline Hauwel

executive
#8

Yes. We are going to be looking at the video of our auditors. We have both of our auditors. We have Bruno Bizet from EY and Simon Beillevaire from Mazars, who are going to be presenting the report that was established by the company's statutory auditors for this general meeting, and we've got Page 111.

Bruno Bizet

attendee
#9

Ladies and gentlemen, shareholders, we're going to report to you on the work of your company's statutory auditors, Ernst & Young and Mazars, and present you a summary of key different elements contained in the reports that we prepared for your meeting. These meetings have been made available to the shareholders in accordance with the law. The list of these reports is displayed in front of you, and you also have a full text of each report, including in the notice of meeting brochure for this meeting. We have worked in one of the significant entities of the group, both in France and abroad. The audits that we've carried out are taking into consideration the specificities of your group in terms of activities, organization and internal control. This is what gave birth to details submitted to your management and Audit Committee, and conclusions were presented to the Supervisory Board. In the context of the audit of the annual financial statements of the parent company, Lagardere SCA, the key points of the audit concerns valuation of equity investment and receivables related to equity investments. Given the importance of the [ month ] in the company's balance sheet in the areas of judgment exercised by management, the procedures performed led us to certify the annual accounts without reservation. Our reports on the consolidated financial statement of the Lagardere group presents 3 key points of the audit. The first concerns valuation of goodwill and intangible assets with indefinite useful lives given the importance of management's judgment and the uncertainties inherent in the assumptions used. The second point is linked to recognition of revenues within Lagardere Publishing given the significance of the estimated amount of return as well as the importance of estimates in volume calculation. The third is related to recognition of rent relief related to COVID-19 context within the Travel Retail division. Our report comprises an observation on the consequences in the application on 1st of January 2020 of the amendment to norm IFRS 16 linked to rent relief related to COVID-19. To conclude, we have issued an unqualified and an unreserved audit report on the financial statements.

Simon Beillevaire

attendee
#10

Now let's move on to regulatory agreements mentioned, with a new agreement authorized since the end of the financial year relating to the settlement agreement concluded between Lagardere SCA and Amber Capital UK LLP and Amber Capital Italia SGA SpA acting on behalf of various entities they manage. The purpose of this protocol was to definitely terminate all proceedings between them and to enter into reciprocal obligations of nondisparagement in dialogue. This protocol is concluded for a period of 20 years, and conclusion does not entail any financial commitment for the company. Report also recalls the continuation of the assistance agreement concluded with Lagardere management previously approved by your assembly. In connection with the 15th resolution relating to the transformation of Lagardere SCA into a public limited training company with -- trading company with a Board of Directors, we have prepared our reports as required by the French law. Based on our works, we set by the amount of shareholders' equity is at least equal to the amount of the share capital. And to conclude, we have prepared the reports required by law in connection with the capital transactions proposed in resolutions 31 to 43. We have no comments to make on any of these transactions. Ladies and gentlemen, shareholders, we would like to thank you for your attention.

Pauline Hauwel

executive
#11

Mr. Patrick Valroff is now trying to speak to you about the Supervisory Board.

Patrick Valroff

executive
#12

Ladies and gentlemen, shareholders, I'm going to present to you, as Pauline has just mentioned, the annual report at the Supervisory Board. I think that this is Page 79 of the notice of the meeting brochure. But don't hold me to that. It's off the top of my head. My presentation will first deal with the composition of the Board. And then I will move on to its activity and finally, with the Board's opinions on the resolutions that have been presented for voting. If we move on to the makeup of the Supervisory Board. Our Board, as you know, came together or co-opted Mr. Nicolas Sarkozy and Guillaume Pepy in February and Valerie Bernis in August of 2020. Our Board is therefore made up of 9 members, including 1 member representing the employees. With the exception of the member representing the employees, all of the members of the Board are independent in compliance with the different French legislation. Our Supervisory Board brings together valuable expertise, experience, skills, be we talking about operational, managerial, financial, strategic and legal, as you can see on this matrix, as well as in-depth knowledge acquired over the years of the group, knowing about its various business lines, the competitive environment and also the current and future challenges that we may face. All of this has allowed our Supervisory Board to fully assume its role and progress in complete independence from the management. Let's move on to the activity and operation of your Supervisory Board. You can see that the Board met 10 times in 2020 and 7 times during the first semester of 2021, with exemplary attendance rate, 97% in 2020 and 98.4% in the first semester 2021. Over the course of last month, your Board has followed the impact of the COVID-19 crisis on the group's activities as well as different action plans implemented to overcome these obstacles. We have also examined the parent company consolidated financial statements, the new strategic road map and the group's general situation and outlook as part of its ongoing management. In order to better carry out its tasks, the Board decided to create a Strategic Committee in February 2020 and consequently reviewed and modified the composition of the other committees. We looked at the project between Lagardere Capital Management and the Groupe Arnault and approved the renewal of Arnaud Lagardere's term as Managing Director for a period of 4 years. We also examined the group's CSR road map, and we prepared the different documents necessary for the general meeting, looking at [ ACS' ] assistance over the course of the financial year. As you know, the Supervisory Board is assisted by 3 committees that prepares its work: Audit Committee; Committee of Appointments, Compensation and CSR; and we also have the Strategic Committee. The Audit Committee, which I chair, is composed of Guillaume Pepy, Susan Tolson. We met 7 times over the course of the fiscal year for 2020 and 7 times in the first semester of 2021, with attendance rate of 92% and 100%, respectively. This committee was kept informed of the group's situation with regards to the COVID pandemic and its impact on group's business. We also look at impairment tests on intangible assets. We came together in order to review treasury, savings plans, cash management and the 2021-2023 budget plan. If I move now to the statutory auditors, the committee reviewed their compensation and was presented with a reminder of the rules in professional ethics and independence, reviewing those conditions with renewal of the mandates of Mazars. The committee also reviewed and -- the conditions for renewal of the mandate of Mazars and conducted an annual review of relations with Lagardere management. Moving on to Travel Retail. We gave feedback on Lagardere Travel Retail's activity Auckland airports and also took notice of the group's financing policy, the different processes of securing information systems, progress of the group's compliance approach and an update on the group's significant disputes. The Nominations, Remuneration and CSR Committee, chaired by Gilles Petit, is composed or made up of Jamal Benomar, Valerie Bernis and Soumia Malinbaum. They met 7 times in 2020 and 3 times in 2021, with an attendance rate of 100%. The committee analyzed the makeup of the Board, this co-optation of new members also and independence of members. There was also a modification or an amendment proposed. The group's strategy was evaluated rather as well as Arnaud Lagardere's term of office as Managing Director. We also elected the succession plans, and they will present it as well as the policy of nondiscrimination and diversity within the different managing entities of the business. If we move to remuneration, we do have a -- the committee reviewed and drafted the compensation policies of the Management Board and Supervisory Board. If we move on to corporate social responsibility, in 2020, there was a CSR road map that was presented for discussion. If we then on to preparing the general meeting, we looked at the renewal of the business. We also examined the different principles to -- or the different voting rights of shareholders and also prepared an opinion for the different resolutions that have been proposed for -- subject to vote. Moving on to the Strategic Committee, chaired by Guillaume Pepy, made up of Nicolas Sarkozy, Gilles Petit and myself, they've met 7 times in 2020 and 4 times in 2021, with an attendance rate of 100%. The committee reviewed the economic situation of the group's activities and cash as well as Lagardere SCA's shareholding situation. In addition, it also examined the new strategic road map, assessed the performance of managing partners and recommended the early renewal of Arnaud Lagardere's term of office as Managing Partner. The radio business of Lagardere News and Travel Retail were also reviewed. Therefore, investment and divestment projects were examined, in particular, proposal of Lagardere Studios and a proposed acquisition within Lagardere Publishing division. Let now move on to the draft resolutions that have been submitted to you for vote. And we would recommend that you vote in favor of the following. I am not going to read them. They've already been presented to you: approval of the financial statement; approval of information relating to remuneration of one of the corporate officers; elements of remuneration and benefits paid during or granted in respect of the financial year 2020 to each of the members of management and the Chair of the Supervisory Board, these elements are set out in detail in the corporate governance report drawn up by award; approval of all of the remuneration policies; approval as well of a settlement agreement between Lagardere SCA and Amber Capital, thus putting an end to the legal proceedings between the 2 aforementioned parties; and it being specified that our Board also resides agreement prior to the inclusion, ratification of co-optation -- co-option rather of Valerie Bernis as a member of the Supervisory Board. Your meeting is also being held in order to approve the proposed transformation of Lagardere SCA to a limited company. This project corresponds, I believe, with the company's corporate interest and is in a multifaceted framework, just as of how do we reaffirm the integrity and preservation of the group's scope of consolidation, focusing on 2 pillars, as mentioned before, Lagardere Publishing and Travel Retail, as well as other activities and integrity to receive work. The Board has always expressed its commitment. In addition to this, we want to conduct shareholder dialogue with the -- with Lagardere SCA main investors committee to vote in favor of the transformation and the company and Amber Capital ending proceedings between them, which subordinated with satisfaction. Changes in governance, with the main shareholders represented on the Board of Directors of a public limited company, all the while avoiding the risk of transmitting sensitive information to competitors by setting up ring-fencing mechanism. We also hope to continue with Arnaud Lagardere as Managing Partner, who would be appointed Chairman and Chief Executive Officer; and Pierre Leroy, Chief Operating Officer, each of which is for a satisfactory term. In compensation for the loss undertaken by the General Partners of their status and of their financial and nonfinancial rights, 10 million new shares of the company with a nominal value of EUR 6.10 would be allocated to them. For this purpose, an increase of the company's share capital of the total amount of EUR 61 million would be carried out by deducting this sum on the premiums and other reserves account. I would also like to add that there was an assessment report drawn up by Ledouble, an independent expert commissioned by our Board, concluded that this level of compensation fell within the lower limit of the range of compensation around [indiscernible]. The Supervisory Board, as a consequence of the above, issued a favorable opinion of the proposed transformation and on the conditions of compensation of the General Partners. As a consequence of the transformation project for the company, several other resolutions concerning the appointment of the first members of the Board of Directors of the company as well as a nonvoting member or an adviser, [Foreign Language] in French, I would like to specify that these administrators would be appointed for 4 years, with the exception of Arnaud Lagardere, who would have a mandate of 6 years. We would have 2 representatives from -- for the employees, Mr. Pascal Jouen and Noelle Genaivre, both employees of the Lagardere Publishing division, and they would sit on the Board of Directors appointed in advance by Group Committee on the 19th of May 2021. And Pierre Leroy will also be appointed as a nonvoting member. The Supervisory Board has been informed of the agreements between the company and each of its main shareholders, so Vivendi, Qatar Holding LLC, Amber Capital, Lagardere Capital with Ms. -- and Financiere Agache relating to the transformation project as well as all the changes envisaged in the governance of the company and, in particular, the draft new bylaws of the company and the ring-fencing measures, as mentioned before, also information relating to the candidates put forward by each of the main shareholders. In this respect, the Board has examined the integrity, competence, experience and independence of each of these candidates, in particular, on the advice of the Nominations, Remunerations and CSR Committee. The Supervisory Board noted that each of the proposed candidates would bring skills and a vision of the company that would be of use for the future Board of Directors as well as financial -- extra financial and operational level skills of a high level. The Supervisory Board also examined the backgrounds of 5 candidates presented as independent directors in the light of the criteria set out in Article 9 of the Afep-Medef Code and, on the advice of the Appointments, Remuneration and CSR Committee, considered that in addition to Valerie Bernis and Nicolas Sarkozy, whose independence had already been assessed as current members, Virginie Banet, Laura Carrere and Veronique Morali also met the different criteria for qualification as independent directors. The makeup of the Board of Directors would therefore comply with current regulations in terms of independence, 5 directors, 5 women members out of 9 members for gender parity, as I mentioned, 5 out of 9 members representing -- excluding directors representing employees. In view of these factors, the Supervisory Board issued a favorable opinion on the appointment of these first members of the Board of Directors proposed by the company's main shareholders as well as the appointment of Pierre Leroy as a nonvoting advisory member. The other resolutions that have been submitted for your approval concern, to start off with: the compensation and remuneration policies for Arnaud Lagardere and Pierre Leroy as Chairman and CEO; renewal of authorization to trade in the company's shares, 18 months; renewal of financial authorizations with the same terms and ceilings as those that were approved by your general meeting in 2019; authorization to be given to management and all the Board of Directors for a period of 38 months to grant free performance shares in the company to employees and managers of the company and of related companies or groups. Once again, the Supervisory Board recommends that you vote in favor of all of these resolutions. And I would like to thank you for listening to me.

Arnaud Lagardère

executive
#13

Thank you very much, Patrick. We said earlier that we were turning a new leaf, and we weren't going to dwell in the past, but let's not forget all of the good memories that we have with you, with your predecessors, with this Board. I think that it was not always easy. We have crossed and navigated very tumultuous waters, but we are delighted. [ My dear Pierre ] to say that Jean-Luc would have been proud if he could see us today, of everything that we're doing. Together, we were a dominant act on the global scene. Yes, I know that sometimes with activities, we are maybe not hitting that now on the head. But for Lagardere Publishing, we have had an exceptional year, and this is part of the DNA of our company and all of the different values that we wish to uphold, and that's what we're here to talk about today. And I would like to thank all of the men and women working for the group. I would like to thank you, Patrick, and all of your colleagues for everything that you have done for us. It's not always been easy, but you've shown just how determining -- determined rather you can be and how loyal you are to the group. And I hope that we will be able to continue working hand in hand together. And thank you very much from the bottom of my heart. Pauline?

Pauline Hauwel

executive
#14

Let's go to Q&A.

Pierre Leroy

executive
#15

I would like to echo what Arnaud has just said and thank the Supervisory Board for all of the work that we've been able to conduct together. We've been very constructive and all of the -- I have wonderful, wonderful memories and would always have wonderful memories of the work that we've done together.

Patrick Valroff

executive
#16

Thank you very much, Pierre. Thank you very much to all of the shareholders that have given us their trust for the past 12 years of our mandate within the company.

Pierre Leroy

executive
#17

Thank you. We're now going to go to the Q&A session.

Pierre Leroy

executive
#18

We have 2 written questions. Very traditionally speaking, we start off with Mr. [indiscernible]. It's no surprise, his question is a little bit long. I'm going to give a very succinct summary because the answer or the full answer on question will be published by the 7th of July. So Mr. [indiscernible] is talking about the criteria and remuneration for the different partners if we were to change into regional partnership. The proposal has been put forward, is 10 million new shares, looking at 7.23%. This is something that was appreciated, and by an expert that had been commissioned by the Supervisory Board. It was Ledouble being the cabinet. The report was published on the company's website on the 30th of April 2021. They said that they were in favor of this evaluation based on different criteria -- objective criteria, amongst others, the statutory provisions given a general partnership. In addition, the measures of political rights will certainly kink up the market share for listed companies over the course of the past few years and, to finish, the different impressions of general partnerships on the French market. The expert decided that the proposal of 7.23% of capital was something that was on the lower end of the range. We are then asked if we are going to be thinking about a future representation of smaller shareholders in the advisory -- the Administrative Board, rather. When we think about the Board that has been submitted -- or the makeup of the Board that was submitted to the shareholders, this is something that was approved and will be approved by the shareholders. These main shareholders put forward names of candidates. In total, as we were reminded, 5 members will be independent, which means that the interest of all of the shareholders will be represented and protected through the composition or the makeup of this Board that would have both direct and independent members, 5 of -- 5 out of the 11 as we mentioned, which is very significant. Therefore, this is a Board that will be collegiate and act in the best interest of the company rather than the Board of Directors. And the last point that has been raised in this question, is [indiscernible] going to be part of a foundation with support or specific support from shareholders? It doesn't correspond to maintaining the integrity of the group as put forward by the business and supported by the shareholders. That is it for the question. We have another written question. Nothing to do with the one that I've just read out. It comes from Mr. [indiscernible], one our loyal and veteran shareholders. It's a -- an epitaph that he sent to us, but I will read through this. He has used transformation as his -- he has written us a poem. And the first letter of each line is transformation, and you can take what you want from this. Transport with our -- [Interpreter will not be interpreting the poem.] [Foreign Language] Thank you, Mr. [indiscernible], and thank you for these lines, which is a reflection of your affection. So thank you. This question is actually not a question. It was more of a literary exercise, and if we wanted to answer Mr. [indiscernible], we can only say that we value his trust and we want to uphold it. Let's take a look at the Q&A session and the questions that have been asked live during this session.

Arnaud Lagardère

executive
#19

There are 2 questions on the same theme. [indiscernible] asks a question about Europe 1. He is an employee of Europe 1 and a shareholder. His question is about the Ethics Charter of Europe 1, about the different independent criteria related to freedom, honesty and reliability of information. He talks about the rights and duties for journalists in this regard. He also mentions the fact that the independence of Europe 1 is essential and that it needs to be given out vis-a-vis the shareholders of Europe 1 as well as vis-a-vis the political, economic, ideological and spiritual authorities as well as the different stakeholders of the civil society. So Mr. [indiscernible] asks us, how are you going to abide by the independence of Europe 1? Well, the news programs of the station will be shared across CNews and Europe 1. Well, this is not exactly what's going to happen. First, Mr. [indiscernible], there will these synergies. This is not new. We've been doing this since 2011, I think, on [indiscernible]. It has never been an issue when no one has ever raised this issue, neither the journalists nor the Europe 1 employees. There will be other synergies. As you know, there will be a show that will be live on C News with [indiscernible] as host, and we will be using the same modus operandi, and it will work perfectly and in clients with all the values that you have mentioned. And the other question is, what is the legitimacy of the Canal+ Group to take part in the drafting and the design of the program for Europe 1. Well, first, Canal+ will not take part in designing this program, the grid of programs. We simply want to create partnerships with them, with journalists on sports, cinema, entertainment and news, as I said earlier. And I think that these are fields in which Canal+ is more than legitimate. But again, these programs will be elaborated by [indiscernible] and myself, of course, I help her, with [indiscernible] and the men and women that have been doing this for years. And all independents do not fear any issue with this regard. Still on Europe 1. [indiscernible] is a shareholder, and he asks us, what message can you convey to the journalists of Europe 1 who are on strike about the immediate future of the news channel? Well, what I would like to say to the Europe 1 journalists -- it's true that there has been a strike for the past few days. They wanted to have more explanations and more clarifications. They stopped this strike. So hopefully, my explanations have been satisfactory. But I would like to reiterate the 3 fundamental principles of the reasons why we call upon experts and journalists with Canal+. The reasons is that first, Europe 1 has been losing EUR 20 million per year for the past few years. So we're talking about independents. Independents needs to be underlined by the capacity that we have to not lose money. Even if we don't make profit, we need to not lose money. And the second element is that, as I said earlier, the COVID crisis has increased and accelerated the decline in the audience of the station, and especially news stations, because there is less mobility. And the third element that I haven't mentioned, and I will talk about it right now. The world has changed drastically. It will change also in the future with consolidations in the media sector in the future. And we are going to become very isolated if we don't create this type of synergies. And we need -- it is a necessity if we need to support Europe 1 and its independence. I know it sounds like a paradox, but it is a reality. We need to be supported and to create a partnership with another media group. It's not a strategy that is forced upon us. This is something that we need to do for the better good of Europe 1. This is it for the 2 questions that we had about Europe 1.

Pierre Leroy

executive
#20

Thank you, Arnaud. We are done with the Q&A session. Let us move on to the presentation of the vote of the resolution. As I said earlier, there are 44 resolutions. So please be patient. It may take a bit of time. For each resolution, I will give the number of -- the reference number, the title and the number of votes. Number one, approval of the company's financial statements for the year ended 31st December 2020, 99.91%. Number two, approval of the consolidated financial statements for 2020, 91.91%. So the first one was for consolidated results -- the second one is about the consolidated results. Number three, allocation of the company's profit, 99.91%. Number four, ratification of the co-optation of Valerie Bernis as a member of the Supervisory Board, 99.87%. Number five, reappointment of Valerie Bernis as a member of the Supervisory Board for a fourth -- 4-year term, 99.87%. Of course, these are obsolete because we didn't know whether the assembly was going to be able -- given all the work that had to be carried out, we didn't know whether the assembly would be able to vote on the resolution related to the transformation of the group. Therefore, we needed to ensure the Supervisory Board continuity as part of the former structure, hence, these 2 resolutions. But as such, of course, they are obsolete now. Resolution #7, approval of an agreement referred to in article L. 226-10 of the French Commercial Code, 99.73%. Eighth resolution, approval of the information disclosed pursuant to article L. 22-10-9, I of the French Commercial Code on the remuneration of corporate officers, 99.81%. Ninth resolution, approval of the components of remuneration and benefits paid during or allocated in respect to 2020 to Arnaud Lagardere, Managing Partner, 99.65%. Resolution #10, approval of the components of remuneration and benefits paid during or allocated in respect of 2020 to Pierre Leroy, Managing Partner's representative, 99.87% (sic) [ 99.67% ]. 11th resolution, approved -- approval of the components of remuneration and benefits paid to Thierry Funck-Brentano, Managing Partner's representatives. Resolution #12, approval of the components of remuneration paid during or allocated in respect of 2020 to Patrick Valroff, 99.78%. Resolution #13, approval of the 2021 remuneration policy for the executive corporate offices, 99.65%. 14th resolution, approval of the 2021 remuneration policy for the members of the Supervisory Board, 99.78%. 15th resolution, conversion of the company into a joint stock company with a Board of Directors, allocation of ordinary shares to the General Partners and adoption of the amended Articles of Association, 99.84%. For the 6 (sic) [ 16th ] resolution, it's about the composition of the Board. 5 members of the Board will be independent, and 6 will be women. We needed to balance things out, and it is very satisfactory. So this 16th resolution is about the appointment of Virginie Banet as a member of the Board of Directors for a 4-year term. I might skip some of them, some of these resolutions, but I would like to focus a little bit on the profiles of these different members of the Board because we went really fast on their profiles. So 16th resolution, appointment of Virginie Banet, 99.85%. Mrs. Banet has worked within Lagardere at some point in her career. She was in charge of Investor Relations and relations with shareholders. She has worked in the banking sector, investment and funding banks. She has a lot of experience, and she started as a financial analyst. Valerie Bernis, 99.89%. From Valerie Bernis, she is [indiscernible]. She wrote for Paris Premiere also, she was CEO, and she has worked in different ministries, especially with a former prime minister. Resolution #18, the appointment of Laura Carrere, 99.9% (sic) [ 99.89% ]. She's Commercial Director of EcoAct for Southern Europe. She has a lot of experience with investment banking. She has graduated from Ecole Nationale des Ponts et Chaussees and Polytechnique. Fatima Fikree -- the appointment of Fatima Fikree, I mentioned her earlier, 99.46%. She is Associate Director within the QIA. She's in charge of investments in Europe. She's 29 also, which contributes to her incredible position. This is great. 20th resolution, appointment of Arnaud Lagardere. I don't need to present his career, I believe, 99 -- 98.24% rather. Mrs. Morali, Veronique Morali, 99.89%. She is a member of the Executive Committee and President of Fimalac Developpement, Chair of Webedia also. So it's the digital branch of Fimalac. She has a lot of experience in different companies, cutting-edge companies, and she is very committed to supporting women in the business sector. And she is part of the Terrafemina website team. So she has major commitments in this regard. 22nd resolution, appointment of Joseph Oughourlian, 99.47%. CEO of the Amber fund and other the branches. He is Chair of the Board of the Racing Club in Lens. Mr. Puyfontaine -- Mr. de Puyfontaine is -- has been working at Vivendi after working in communication and the media. He has held very high positions, including the one that he currently holds within Vivendi. Mr. Sarkozy -- do I need to present him, 99.19%. Myself as Board Adviser or [Foreign Language], 94.75%. I apologize. I'm not perfect. No one is. So this is it for the nominations and the appointment of the Board members. Moving on to resolution #26, about the approval of the 2021 remuneration policy for the Chairman and Chief Executive Officer, 99.66%. 27, approval of the 2021 remuneration policy for the Deputy Chief Executive Officer, 99.67%. Resolution #20 -- so there are people who have not voted for me but who like my remuneration, my compensation. Okay, good. So 28th resolution, approval of the 2021 remuneration policy for the members of the Board of Directors, 99.76%. Approval of their overall annual amount of remuneration for the members of the Board of Directors, 99.76%. Number 30, 18-month authorization for the Managing Partners of -- or the Board of Directors, if applicable. Number 32, 26-month authorization for the Managing Partners or the Board of Directors, if applicable, to issue, with preemptive subscription rights, ordinary shares of the company and/or securities giving immediate or future access to the company's share capital and/or carrying immediate or future rights to the allocation of debt securities, subject to ceilings of EUR 265 million for increases in share capital and EUR 1.5 billion for debt securities issued, 99.82%. 33, 99.86% (sic) [ 99.62% ]. Resolution #35, 26-month authorization for the Managing Partners or the Board of Directors, if applicable, to issue by way of a private placement, as referred to in section 1 of article L. 411-2 of the French Monetary and Financial Code, 99.71%. 36, authorization for the Managing Partners or the Board of Directors, if applicable, to issue additional securities in the event that an issue is oversubscribed, subject to the applicable ceilings, 99.71%. 37, 26-month authorization for the Managing Partners or the Board of Directors, if applicable, to issue, without preemptive subscription rights, ordinary shares of the company and/or securities giving immediate or future access to the company's share capital and/or carrying immediate or future rights to the allocation of debt securities, as consideration for securities tendered as part of a public exchange offer or a contribution in kind, 99.82%. 38th resolution, 99.81% (sic) [ 99.85% ]. 99th (sic) [ 39th ] resolution, 99.91%. Resolution #40, 99.83%. 41st resolution, 99.81%. Resolution #42, 99.72%. #43, authorization for Managing Partners or the Board of Directors, if applicable, to award free shares to employees and senior executives, 99.71% (sic) [ 99.72% ]. And finally, 44th resolution, 99.91%.

Arnaud Lagardère

executive
#21

Thank you very much for these very encouraging votes.

Pauline Hauwel

executive
#22

Yes. That's the least we can say.

Arnaud Lagardère

executive
#23

We can, therefore, adjourn this assembly with encouraging results for our team and for the shareholders. I wish you a wonderful year. And I hope to see you next year in May or June. Hopefully, we will be able to meet in the [indiscernible] or elsewhere. We cannot wait to see you again and to celebrate, I hope, what we hope will be a very successful year. We know that because of the COVID crisis, we won't be ending an outstanding year, but at least it will be better than 2021. Thank you very much, and see you very soon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

For developers and AI pipelines

Programmatic access to Lagardere SA earnings transcripts and 32,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.