Amber Capital goes on the offensive. The second shareholder of the Lagardère group with 20% of the capital, this morning sent a letter to Arnaud Lagardère asking him to convene a general meeting by the end of October, in order to bring in 3 new members of the board of surveillance. “The scandalous decision to renew Arnaud Lagardère's mandate as manager, taken on August 17, 7 months before it expires, by the current supervisory board has shown its contempt for the interests of the group, employees and shareholders. Its sole objective is to protect the interests of one man, ”emphasizes Olivier Fortesa, number two of the Amber Capital fund, headed by Joseph Oughourlian. "It is urgent to apply the principles of good governance by changing this supervisory board which has demonstrated its inability to monitor the activity of the manager and protect the interests of shareholders," he adds.
This letter indicates a hardening of the position of Amber Capital. At the May 5 AGM, the fund presented 8 independent candidates. Today, he wants to take matters in hand, by directly presenting the candidacies of two members of Amber: Joseph Oughourlian and Olivier Fortesa and of an independent candidate Valérie Ohannessian. "Today, given the seriousness of the Lagardère group's financial situation, it is imperative that the first two shareholders, Amber and Vivendi, who together hold 44% of the capital, be represented directly on the supervisory board in order to protect their interests" justifies Olivier Fortesa.
Guillaume Pepy betrayed
Another surprise, the Amber fund is today asking for the dismissal of Guillaume Pepy even though he had supported his appointment in May 2020. Olivier Fortesa is not going by four ways: "on May 5 Amber had voted in favor of appointment of Guillaume Pepy because he had made a commitment to the shareholders to bring new governance to the Lagardère group. But by voting for the renewal of Arnaud Lagardère's mandate without even evaluating his balance sheet, he betrayed the confidence of shareholders ”. On the other hand, Amber Capital does not ask for the dismissal of Nicolas Sarkozy because according to him "the latter had not shown himself to Patrick Valroff in the dialogue with the shareholders". A way of supporting Vivendi, called to the capital of Lagardère by the former President of the Republic. Since then Vivendi has nibbled up to 24% of the capital.
Vivendi, Amber Capital's new ally, is also preparing to send a letter to also request a representative on the supervisory board. The latter only has 8 members after the resignation of Mrs. Aline Sylla-Walbaum who did not approve the renewal of the mandate of manager of Arnaud Lagardère.
Hard to undo what has been done
There is little chance that Arnaud Lagardère will agree to convene a new general meeting, as claimed by his two largest shareholders. In the event of refusal, Amber reserves the right "to seek the appointment of a representative in court for the purpose of carrying out these formalities" as stipulated in the letter.
A new legal conflict could therefore oppose the first two shareholders of Lagardère to the group manager.
And even if a new AGM is called and if the four representatives of Amber Capital and Vivendi are appointed, the new supervisory board will have difficulty canceling the renewal of Arnaud Lagardère's mandate as manager for 4 years. Because according to the statutes of the group, it is indeed necessary the unanimous approval of the three general partners: Arnaud Lagardère himself, Pierre Leroy, faithful among the faithful and Arjil - Arco, a company controlled by Arnaud Lagardère. But Amber Capital still considers that a new supervisory board could call into question the management of Arnaud Lagardère.