Lagardere S A : Notice of Meeting

This English version has been prepared for the convenience of English-speaking readers.

It is a translation of the original French Avis de réunion published for the Company's General Meeting.

It is intended for general information only and in case of discrepancies the French original shall prevail.

LAGARDÈRE SA

French joint-stock company (société anonyme)

with share capital of €860,913,044.60

Registered office: 4, rue de Presbourg, 75116 Paris, France

Registered with the Paris Trade and Companies Registry under number 320 366 446

Notice of Meeting

The shareholders of Lagardère SA (the "Company") are hereby informed that they will in due course receive an invitation to attend the Company's Annual Ordinary General Meeting (the "General Meeting"), which will take place at 10:00 am on Friday, 22 April 2022 at the Casino de Paris, 16 rue de Clichy, 75009 Paris to consider and vote upon the following agenda items and proposed resolutions:

Agenda

• Approval of the Company's financial statements for the year ended 31 December 2021.
• Approval of the consolidated financial statements for the year ended 31 December 2021.
• Allocation of the Company's profit and dividend payment.
• Approval of an agreement referred to in article L. 225-38 of the French Commercial Code.
• Ratification of the co-optation of Mr. René Ricol as a member of the Board of Directors.
• Approval of the information disclosed pursuant to article L. 22-10-9 of the French Commercial Code concerning the remuneration of corporate officers.
• Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Arnaud Lagardère.
• Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Pierre Leroy.
• Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Thierry Funck-Brentano.
• Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Patrick Valroff.
• Approval of the 2022 remuneration policy for the Chairman and Chief Executive Officer.
• Approval of the 2022 remuneration policy for the Deputy Chief Executive Officer.
• Approval of the 2022 remuneration policy for the members of the Board of Directors.
• Approval of the overall annual amount of remuneration for the members of the Board of Directors.
• Eighteen-monthauthorisation for the Board of Directors to trade in the Company's shares.
• Powers for formalities.
• • * *

Proposed resolutions presented by the Board of Directors

First resolution (Approval of the Company's financial statements for the year ended 31 December 2021)

Voting under the quorum and majority conditions required for Ordinary General Meetings and having considered the management report of the Board of Directors and the Statutory Auditors' report on the Company's financial statements for the year ended 31 December 2021, the shareholders approve those financial statements as set out and presented to them, showing a profit of € 20,763,183.89 , as well as the transactions reflected in those financial statements and summarised in those reports.

In accordance with article 223 quater of the French Tax Code (Code général des impôts), the shareholders also approve the aggregate amount of non-deductible costs and expenses referred to in paragraph 4 of article 39 of said Code, as shown in the Company's financial statements, which amounted to € 21,890 for the year ended 31 December 2021, and note that no tax charge is borne as a result of these costs and expenses.

Second resolution (Approval of the consolidated financial statements for the year ended 31 December 2021)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the management report of the Board of Directors and the Statutory Auditors' report on the consolidated financial statements for the year ended 31 December 2021, the shareholders approve the consolidated financial statements as set out and presented to them, showing a loss attributable to owners of €(101.0) million, as well as the transactions reflected in those financial statements and summarised in those reports.

Third resolution (Allocation of the Company's profit and dividend payment)
Voting under the quorum and majority conditions required for Ordinary
General Meetings, the shareholders duly acknowledge that the Company's
profit for the year amounts to:	€ 20,763,183.89
which, in addition to retained earnings of:	€253,886,421.54
makes a distributable profit of:	€274,649,605.43

Based on the recommendation of the Board of Directors, the shareholders resolve to pay an annual dividend of € 0.50 per share, it being specified that:

• treasury shares held on the ex-dividend date will not be eligible for the dividend payment;
• shares created before the ex-dividend date will be eligible for the dividend payment.

The ex-dividend date will be 25 April 2022 and the dividend will be paid as of 27 April 2022, to holders of registered shares (nominatif pur shares) or their duly appointed representatives (nominatif administré shares), by cheque or by bank transfer.

This dividend will be eligible for the 40% tax relief available pursuant to article 158.3.2° of the French Tax Code to individual shareholders who are French tax residents and who opt for sliding-scale taxation rather than the flat-rate tax on investment income.

The shareholders resolve to transfer the balance of distributable profit to retained earnings.

In accordance with the requirement in article 243 bis of the French Tax Code, the shareholders note that dividends paid over the past three fiscal years correspond to the amounts shown in the table below, and that all of these amounts were eligible for the 40% tax relief available pursuant to article 158.3.2° of the French Tax Code to individual shareholders who are French tax residents. These dividends were paid by the Company in its previous legal form as a partnership limited by shares prior to its conversion into a joint-stock company (société anonyme) on 30 June 2021.

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(in euros)/Fiscal year	2018	2019	2020
Dividends paid to shareholders
Dividend per share	1.30	0	0
Total dividend payout	169,736,866.00	0	0
Dividends paid to the General Partners	1,936,270.63	0	0
TOTAL	171,673,136.63	0	0

Fourth resolution (Approval of an agreement falling within the scope of article L. 225-38 of the French Commercial Code)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Statutory Auditors' special report on the agreements referred to in article L. 225-38 of the French Commercial Code, the shareholders approve the signing by the Company of the new agreement referred to therein.

Fifth resolution (Ratification of the co-optation of Mr. René Ricol as a member of the Board of Directors)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors, the shareholders ratify the temporary appointment by the Board of Directors on 16 February 2022 of Mr. René Ricol as a member of the Board of Directors to replace Joseph Oughourlian, who has resigned from the Board, for the remainder of his term of office, which is due to expire at the close of the Annual General Meeting to be called in 2025 to approve the 2024 financial statements.

Sixth resolution (Approval of the information disclosed pursuant to article L. 22-10-9 of the French Commercial Code concerning the remuneration of corporate officers)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-34, I of the French Commercial Code, the shareholders approve the information disclosed in said report pursuant to paragraph I of article L. 22-10-9 of said Code.

Seventh resolution (Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Arnaud Lagardère)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-34, II of the French Commercial Code, the shareholders approve the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated for 2021 to Arnaud Lagardère, as presented in said report.

Eighth resolution (Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Pierre Leroy)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-34, II of the French Commercial Code, the shareholders approve the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated for 2021 to Pierre Leroy, as presented in said report.

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Ninth resolution (Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Thierry Funck-Brentano)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-34, II of the French Commercial Code, the shareholders approve the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated for 2021 to Thierry Funck-Brentano, as presented in said report.

Tenth resolution (Approval of the components of remuneration and benefits paid during or allocated in respect of 2021 to Patrick Valroff )

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-34, II of the French Commercial Code, the shareholders approve the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated for 2021 to Patrick Valroff, as presented in said report.

Eleventh resolution (Approval of the 2022 remuneration policy for the Chairman and Chief Executive Officer)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-8 of the French Commercial Code, the shareholders approve the 2022 remuneration policy for the Chairman and Chief Executive Officer, as described in said report.

Twelfth resolution (Approval of the 2022 remuneration policy for the Deputy Chief Executive Officer)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-8 of the French Commercial Code, the shareholders approve the 2022 remuneration policy for the Deputy Chief Executive Officer, as described in said report.

Thirteenth resolution (Approval of the 2022 remuneration policy for the members of the Board of Directors)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document), in accordance with article L. 22-10-8 of the French Commercial Code, the shareholders approve the 2022 remuneration policy for the members of the Company's Board of Directors, as described in said report.

Fourteenth resolution (Approval of the total annual amount of remuneration for the members of the Board of Directors)

Voting under the quorum and majority conditions required for Ordinary General Meetings, and having considered the Corporate Governance Report of the Board of Directors (as set out in section 2.5 of the 2021 Universal Registration Document, the shareholders resolve to set the total annual amount of

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remuneration for the members of the Board of Directors at € 997,500 for 2022 and for subsequent years until decided otherwise by the shareholders in a General Meeting.

The General Meeting notes that the Board of Directors will allocate this sum among its members.

Fifteenth resolution (Eighteen-month authorisation for the Board of Directors to trade in the Company's shares)

Voting under the quorum and majority conditions required for Ordinary General Meetings, having considered the Report of the Board of Directors and in accordance with the applicable laws and regulations, the shareholders authorise the Board of Directors, with the power to sub-delegate under the conditions provided for by law, to purchase Company shares on behalf of the Company in accordance with the terms and conditions set out below.

The number of shares purchased under this authorisation may not at any time represent more than 10% of the Company's capital. The amount of the Company's capital to which this ceiling applies may be adjusted for any corporate actions carried out subsequent to this Meeting. Furthermore, pursuant to article L. 22-10-62 of the French Commercial Code, (i) when shares are bought back to maintain a liquid market in the Company's shares in accordance with the conditions defined in the General Regulations of the French financial markets authority, the number of shares taken into account for the purpose of calculating the 10% ceiling will correspond to the number of shares purchased less the number of shares sold during the period covered by this authorisation, and (ii) the number of shares bought back by the Company to be held for subsequent exchange or payment as consideration for a merger, demerger or asset contribution, may not exceed 5% of the share capital. The use of this authorisation may not in any circumstances result in the Company directly or indirectly holding more than 10% of its capital.

The total amount that may be invested in the share purchases may not exceed five hundred million euros (€500,000,000) and the maximum per-share purchase price, excluding transaction expenses, is set at forty euros (€40) (or the equivalent of this amount at the date of the transaction for transactions denominated in foreign currency or a monetary unit determined by reference to a basket of currencies). The shareholders give the Board of Directors, which has the power to sub-delegate under the conditions provided for by law, full powers to adjust this amount to take into account the impact on the share price of any corporate actions, such as the capitalisation of reserves, profits or share premiums and the issue of free shares, or a change in the par value of existing shares or a reverse stock split.

The Board of Directors may use this authorisation for the following purposes:

• 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. 225-197-1et seq. of the French Commercial Code;
• to tender shares upon the exercise of share options;
• to set up any company or group savings scheme (or similar plan) under the conditions provided for by law, notably articles L. 3332-1et seq. of the French Labour Code (Code du travail), including by way of awarding the shares free of consideration as part of the employer's 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 award shares to employees and corporate officers of the Company and of entities or groups related to the Company for any other purpose permitted by the applicable law and regulations;
• to remit shares upon the exercise of rights attached to securities giving access to the Company's share capital in any way whatsoever;
• to promote liquidity in the Company's shares under liquidity agreements that comply with a code of conduct recognised by the French financial markets authority and entered into with independent investment services providers;
• 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 transaction in accordance with applicable laws and regulations and, in particular, with market practices accepted by the French financial markets authority.

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 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.

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