DESCRIPTION OF THE LAGARDERE SA SHARE BUYBACK PROGRAM 2024-2025

PRESS RELEASE RELATING TO REGULATED INFORMATION

Paris, 26 April 2024

Pursuant to Article 241-2 of the AMF General Regulations (Règlement Général de l’Autorité des marchés financiers) and Article 2 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, the purpose of this description is to present the Company’s share buyback program approved by the General Meeting of the Company on 25 April 2024.

1° - Objectives of the 2024-2025 share buyback program

-     to maintain a liquid market in the Company’s shares via liquidity agreements that comply with a code of conduct recognised by the AMF, entered into with independent investment services providers;

-     to reduce the share capital by cancelling all or some of the shares purchased;

-     to award free shares to employees and officers of the Company and of entities or groups related to it within the meaning of articles L. 225-197-1 et seq. of the French Commercial Code;

-     to set up any company or group savings scheme (or similar plan) under the conditions provided for by law, notably articles L. 3332-1 et seq. of the French Labour Code (Code du travail), including by way of awarding the shares free of consideration as part of the Company's employer contribution and/or in replacement of the discount, in accordance with the applicable laws and regulations;

-     to award or transfer shares to employees as part of a profit-sharing scheme;

-     to allocate shares upon the exercise of share options;

-     to award shares to employees and corporate officers of the Company and of entities or groups related to it for any other purpose permitted by the applicable law and regulations;

-     to allocate shares upon the exercise of rights attached to securities that give access, by any means whatsoever, to the Company’s share capital;

-     to hold the shares for subsequent exchange or payment as consideration for external growth transactions, a merger, demerger or asset contribution;

-     and, more generally, to carry out any other transaction permitted by the applicable laws and regulations and, in particular, the market practices accepted by the AMF.

2° - Characteristics of the 2024-2025 share buyback program

Maximum amount allocated to the program: EUR 500,000,000

Maximum percentage of the share capital, maximum number and characteristics of the shares which can be purchased:

10 % of the share capital, i.e., 14,113,328 shares based on the current share capital.

Considering the 313,316 shares held by the Company as of 26 April 2024, a maximum of 13,800,012 actions shares (9.77 % of the share capital) could be purchased, assuming that the Company does not cancel or transfer any of these shares. 

The shares may be purchased, sold or otherwise transferred in one or several transactions at any time – apart from during the blackout periods provided for in paragraphs b) and c) of article 4.1 of the EU Commission Delegated Regulation 2016/1052 or during a public tender offer for the Company's shares – on or off-market or over the counter, by any means permitted under the applicable laws and regulations, including through block purchases or sales and the use of derivatives.

Maximum unit purchase price: EUR 40 (the Board of Directors, the latter having the power to sub-delegate under the conditions provided for by law, having full powers to adjust this amount to take into account the impact on the share price of any corporate actions)

3° - Term of the share buyback program

18 months as of the General Meeting of 25 April 2024, i.e., until 25 October 2025.

The present publication is available on the website of the Company (www.lagardere.com) in the section Shareholders and investors/Regulated Information.

LAGARDÈRE SA

French joint-stock company (société anonyme) with a share capital of €860,913,044.60

Divided into 141,133,286 shares of €6.10 par value each

Registered office: 4, rue de Presbourg, 75016 Paris, France

Telephone: + 33 (0)1 40 69 16 00

Registered with the Paris Trade and Companies Registry under number 320 366 446  Website: www.lagardere.com