Compagnie de l'Odet : Annual report 2023

2023

Annual report

Cover image: Manoir de l'Odet, Ergué-Gabéric,Brittany.

	Message from the Chairman and the Deputy Chief Executive Officer	2
	Vincent Bolloré, Chairman and Chief Executive Officer
	Sébastien Bolloré, Deputy Chief Executive Officer
1	Overview of the Group and its activities	5
Profile	6
Key figures	8
	Economic organizational chart	10
	Stock market data	11
	Group strategy	12
	Business model	14
	CSR performance at a glance	16
	Governance	17
	Business activities	19
	Corporate social responsibility	47
	History of the Group	52
2	Non-financial performance	53
Non-financial performance statement and Bolloré Group duty of care plan
3	Risk factors and internal control	149
Risk analysis, risk and internal control management tools, compliance
4	Corporate governance	163
Administrative and management bodies, compensation and benefits
5	Analysis of operations and financial statements	189
Analysis of consolidated results for the fiscal year, research and development,
patents and licenses, events after the reporting period, trends and objectives,
	consolidated financial statements, annual financial statements, other financial
	and accounting information
6	Information on the company and shareholders	297
Shareholding structure, stock market data, indicative financial communications
calendar, interim and other information, dividends, detailed organizational chart,
	main subsidiaries, acquisitions of direct shareholdings and controlling interests,
	additional information about share capital
7	General Shareholders' Meeting	307
Agenda, draft resolutions, presentation of the resolutions of the Combined General
Meeting of June 14, 2024, Statutory Auditors' reports
8	Additional information	325
Main legal and statutory provisions, documents accessible to the public,
persons responsible for the annual report and financial information,
	persons responsible for auditing the financial statements, information
	provided by third parties, statements by experts and declarations of interest,
	information that may influence a public tender offer or stock swap
	(article L. 22-10-11 of the French commercial code [Code de commerce])
	Cross-reference table	332

2023 Annual report - Compagnie de l'Odet

1

Message from

the Chairman and the Deputy Chief Executive Officer

The Group has undergone two major transformations over the past year:

• it left the logistics sector,
• it acquired the Lagardère group.

After selling our African logistics business to MSC, the world's leading shipping company managed and controlled by our friends, the Aponte family, we have now reached an agreement to sell our freight forwarding business to CMA CGM, managed and controlled by the Saadé family, whom we have known for over thirty years. We know that these two families will continue to grow these wonderful businesses. These transactions have also been well received by the employee representatives.

After more than two years of analysis and the authorization of the European Commission, Vivendi was able to acquire around 60% of the Lagardère group. Founded by Jean-Luc Lagardère, and managed by Arnaud for the past eighteen years, both friends of our family, the group has significant global business activities in two sectors: publishing and travel retail, in which the group ranks among the top three worldwide.

These profound changes are not unusual for our Group. From paper to plastics, transport, oil, communications, we have continually sought to develop new sectors and then pass them to new partners, better placed than us, to develop them further. All this, of course, while ­creating significant value for our Group.

As we write these words, the Group is entering its 203rd year. Let us hope that, despite a concerning international environment, we will ­continue on our positive path, never forgetting to support charitable initiatives, and thanking all those who work for Compagnie de l'Odet and the Bolloré Group for their past performance and for their future vigilance and solidarity.

2	Compagnie de l'Odet - 2023 Annual report

Vincent Bolloré

Chairman and Chief Executive Officer

The Group has undergone two major transformations over the past year:

• it left the logistics sector,
• it acquired the Lagardère group.

Sébastien Bolloré

Deputy Chief Executive Officer

2023 Annual report - Compagnie de l'Odet

3

4	Compagnie de l'Odet - 2023 Annual report

1

Overview of

the Group and

its activities

Profile 6

Key figures 8

Economic organizational chart 10

Stock market data 11

Group strategy 12

Business model 14

CSR performance at a glance 16

Governance 17

Business activities 19

Corporate social responsibility 47

History of the Group 52

2023 Annual report - Compagnie de l'Odet

5

1 - OVERVIEW OF THE GROUP AND ITS ACTIVITIES

Profile

• The Bolloré Group, which celebrated its two hundredth anniversary in 2022, is majority controlled by the Bolloré family. The stability of its shareholder base enables it to follow a long-term investment policy. Ever since it was founded, the Group has stood out thanks to its ability to adapt to innovative services
  and solutions, and its international diversification strategy, while ensuring that it has positive social and environmental impacts. Today, armed with a solid financial structure, it makes investments within its own business lines (oil logistics, communications and industry), and perhaps tomorrow in new business sectors.

More than	91
76,000
employees	countries across 5 continents

14	1
billion euros	billion euros
in revenue in 2023	in adjusted operating
	income (EBITA) in 2023

33

billion euros in equity at the end of 2023

6	Compagnie de l'Odet - 2023 Annual report

OVERVIEW OF THE GROUP AND ITS ACTIVITIES- 1

Oil logistics	Communications
Bolloré Energy is a major player in oil	The Bolloré Group's Communications
distribution and oil logistics in France	division is based on its holdings:
and in Europe. Since 2018, Bolloré Energy	- in Vivendi, with: Groupe Canal+, no. 1 in pay-TV
has diversified its product range to	in France, Lagardère, the world's third largest book
offer its customers cleaner alternatives	publisher for the general public and educational
and enable them to significantly reduce	markets and no. 1 in France. The world's fifth largest
CO2 emissions into the atmosphere.	retailer in transport hubs and the second largest
	retailer in airports, Havas, one of the largest
	communication groups in the world, Prisma Media,
	a leading bi-media group in France ranking number one
	in magazines, online video and daily digital audience
	ratings; Gameloft, a leader in mobile video games;
	- in Universal Music Group, the world leader
	in musical entertainment.

Industry	Other assets
The Blue division brings together the Group's	Alongside its three core businesses, the Bolloré Group
industrial activities, alongside Blue Solutions, Bluebus	manages a portfolio of financial investments
and Bluestorage. The Films division specializes	representing holdings that totaled around 16.6 billion
in ultra-finish retractable packaging films and dielectric	euros at the end of 2023, including the Compagnie de
films for capacitors. The Systems division relies on	l'Odet and Bolloré portfolio (Universal Music Group,
the know-how and expertise of several Bolloré Group	Socfin group, etc.), worth 9.0 billion euros, and
entities brought together around a shared objective:	the Vivendi portfolio (Universal Music Group,
offering an optimization ecosystem for flows	Telecom Italia, MediaForEurope, FL Entertainment),
of people, materials and data.	worth 7.6 billion euros.

2023 Annual report - Compagnie de l'Odet

7

1 - OVERVIEW OF THE GROUP AND ITS ACTIVITIES

Key figures

Profit and loss statement

(in millions of euros)

2023(1)		2022(1)	2021(2)

Revenue	13,678
EBITDA(3)	1,369
Adjusted operating income (EBITA(3))	981
Operating income	753
of which operating equity methods(4)	313
Financial income	(114)
Share of net income of non-operating companies	(76)
accounted for using the equity method
Taxes	(198)
Net income from discontinued operations	155
and assets held for sale
Net income	520
Of which Group share	122

13,634 16,638

1,607 1,386

1,078 822

1. 426

1. 130

(1,066) (49)

1. (583)

1. (278)
   3,396 20,673

2,706 20,189

1,904 3,264

1. In accordance with IFRS 5 and to ensure the comparability of results, reclassifications into discontinued operations or operations held for sale concern the Group's Transport and logistics activities outside Africa in the 2022 and 2023 fiscal years (these activities have been earmarked for sale since May 8, 2023). By way of reminder, the published data already classified the following activities as discontinued operations or operations held for sale: the Group's Transport and logistics activities in Africa in the 2022 fiscal year (these activities were sold on December 21, 2022) and Editis in the 2022 and 2023 fiscal years (Editis was deconsolidated on June 21, 2023 following the loss of control and was sold on November 14, 2023).
2. Comparative data not available.
3. See glossary page 333.
4. Including, in 2023, contributions from UMG (67 million euros) and Lagardère (125 million euros) accounted for using the equity method at Vivendi and the UMG contribution (122 million euros) accounted for using the equity method at Compagnie de l'Odet.

Adjusted operating income (EBITA) by activity(1)

(by activity, in millions of euros)

2023(1)

2022(1)2021(2)

Bolloré Energy(3)		44
Communications	1,105
Vivendi(4)	934
UMG (consolidated using the equity method Bolloré 18%)	172
Industry(3)	(114)
	Others (agricultural assets, holding companies)	(54)
	EBITA, Compagnie de l'Odet		981

14175

1,090 699

868 640

222 58

1. (111)

1. (84)
   1 078 822

1. In accordance with IFRS 5 and to ensure the comparability of results, reclassifications into discontinued operations or operations held for sale concern the Group's Transport and logistics activities outside Africa in the 2022 and 2023 fiscal years (these activities have been earmarked for sale since May 8, 2023). By way of reminder, the published data already classified the following activities as discontinued operations or operations held for sale: the Group's Transport and logistics activities in Africa in the 2022 fiscal year (these activities were sold on December 21, 2022) and Editis in the 2022 and 2023 fiscal years (Editis was deconsolidated on June 21, 2023 following the loss of control and was sold on November 14, 2023).
2. Comparative data not available.
3. Before corporate costs and Bolloré's trademark fees.
4. Including contributions from UMG (94 million euros) and Lagardère (125 million euros) accounted for using the equity method at Vivendi in 2023.

Balance sheet

(in millions of euros)

12/31/2023

12/31/2022 12/31/2021

	Shareholders' equity	32,707
	Shareholders' equity, of which Group share	11,550
	Net debt/(cash)	1,907
	Stock market value of the portfolio of listed securities(1)	16,626

(1) Excluding the Group's securities (see chapter 5, point 1.1.1.).

32,941 31,336

11,193 8,851

1. 3,491
   16,192 17,560

8	Compagnie de l'Odet - 2023 Annual report