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Vivendi — Shareholder Meeting (June 2021)

81 slides from Vivendi's shareholder meeting presentation, Jun 22, 2021

1. Slide 1: Vivendi's 2021 Combined Annual General Shareholders' Meeting

   Vivendi's 2021 Combined Annual General Shareholders' Meeting, being held in compliance with the prevailing health and safety measures relating to the fight against the Coronavirus pandemic. Film Mauricette Some speeches were recorded. All necessary safeguards have been implemented during the prepara

2. Slide 2: Combined General Shareholders' Meeting, June 22, 2021

   Combined General Shareholders' Meeting Tuesday June 22, 2021

3. Slide 3: Yannick Bolloré, Chairman of the Supervisory Board

   Yannick Bolloré Chairman of the Supervisory Board

4. Slide 4: One of the only groups at the crossroads of cultural and creative industries

   One of the only groups at the crossroads of multiple cultural and creative industries combining creation, production and distribution Combined General Shareholders' Meeting - June 22, 2021 4

5. Slide 5: Combined General Shareholders' Meeting

   Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021

6. Slide 6: A new CSR programme for a more sustainable and inclusive society

   A new CSR programme for a more sustainable and inclusive society Combined General Shareholders' Meeting - June 22, 2021 6

7. Slide 7: Arnaud de Puyfontaine, CEO of Vivendi

   Arnaud de Puyfontaine CEO of Vivendi

8. Slide 8: 2020 key figures

   2020 key figures REVENUES ADJUSTED OPERATING INCOME €16.1 billion €1.6 billion +1.2% +6.6% Combined General Shareholders' Meeting - June 22, 2021 8

9. Slide 9: Combined General Shareholders' Meeting

   Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 9

10. Slide 10: Combined General Shareholders' Meeting - June 22, 2021

    Combined General Shareholders' Meeting - June 22, 2021 10

11. Slide 11: Combined General Shareholders' Meeting

    Combined Shareholders' General Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 11

12. Slide 12: Combined General Shareholders' Meeting

    Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 12

13. Slide 13: Our investments

    Our investments Combined General Shareholders' Meeting - June 22, 2021 13

14. Slide 14: Vivendi's strengths

    VIVENDI’S STRENGTHS Combined General Shareholders' Meeting - June 22, 2021 14

15. Slide 15: Vivendi's strengths

    Vivendi’s strengths The quality of our creations and the force of our creators The control of our own distribution capacities A coherent geographic presence and development prospects in high-potential markets The deployment of new entertainment formats The uniqueness of our integrated model Combined

16. Slide 16: Stock price evolution (June 24, 2014 – December 31, 2020)

    Stock price evolution (June 24, 2014 – December 31, 2020) Vivendi* +92,3 % CAC 40* +49,3 % 24/06/2014 24/12/2014 24/06/2015 24/12/2015 24/06/2016 24/12/2016 24/06/2017 24/12/2017 24/06/2018 24/12/2018 24/06/2019 24/12/2019 24/06/2020 24/12/2020 • Reinvested dividends Base 100 : June 24th 2014 Combin

17. Slide 17: Caroline Le Masne de Chermont, EVP Legal Affairs, CSR and Compliance

    Caroline Le Masne de Chermont EVP, Legal Affairs, CSR and Compliance

18. Slide 18: Innovating to protect the planet, imagining the society of tomorrow

    Innovating to protect the planet Imagining the society of tomorrow Building a more responsible world together Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 18

19. Slide 19: Become Net Zero Carbon at group level by 2025

    Our priority Become Net Zero Carbon at group level by 2025 STEP 1 STEP 2 STEP 3 Reduction of emissions Offsetting of emissions Reduction and offsetting -30% CO2 Net Zero -70% CO2 Innovating to protect the planet by 2025 from 2025 by 2035 Combined General Shareholders' Shareholders' Meeting Meeting -

20. Slide 20: Sustainable Buildings program

    « Sustainable Buildings » program Innovating to protect the planet Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 20

21. Slide 21: Entertainment should empower and educate people

    75% Consider that entertainment should empower and educate people Imagining the society Global study Vivendi / Havas « The Future of Entertainment » (2019) of tomorrow Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 21

22. Slide 22: Make culture and education more accessible

    Our priority Make culture and education more accessible Imagining the society of tomorrow Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 22

23. Slide 23: Contribute to a more inclusive world

    Our priority Contribute to a more inclusive world Building a more responsible world together Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 202122, 2021 23

24. Slide 24: Promote vocational training within our industry

    Promote vocational training within our industry EUROPE AFRICA France Benin Great Britain Burkina Faso Cameroon Building a more responsible Ivory Coast world together Mali Republic of the Congo-Brazzaville Senegal Togo Combined General Shareholders' Shareholders' Meeting Meeting - June 22-n June d 20

25. Slide 25: Hervé Philippe, Chief Financial Officer

    Hervé Philippe Member of the Management Board Chief Financial Officer of Vivendi

26. Slide 26: Key consolidated figures

    Key consolidated figures % % 2019 2020 In millions of euros Change Organic Change Revenues 15,898 16,090 + 1.2 % - 0.6 % Adjusted earning before interest and 1,526 1,627 + 6.6 % + 3.7 % income taxes (EBITA)* Earnings before interest and income 1,381 1,468 + 6.3 % taxes (EBIT) Earnings before tax and

27. Slide 27: Consolidated statement of earnings

    Consolidated statement of earnings In millions of euros 2019 2020 % Change Revenues 15,898 16,090 + 1.2 % Adjusted earnings before interest and income taxes (EBITA)* 1,526 1,627 + 6.6 % Earnings before interest and income taxes (EBIT) 1,381 1,468 + 6.3 % Income from non-operating equity affiliates 6

28. Slide 28: Revenues

    Revenues % % In millions of euros - IFRS 2019 2020 Change Organic Change Universal Music Group 7,159 7,432 + 3.8 % + 4.7 % Canal+ Group 5,268 5,498 + 4.4 % - 0.9 % Havas Group 2,378 2,137 - 10.1 % - 10.8 % Editis 687 725 + 5.6 % - 1.3 % Other businesses* 406 298 - 26.4 % -26.5 % TOTAL VIVENDI 15,898

29. Slide 29: Adjusted earnings before interest and income taxes (EBITA)

    Adjusted earnings before interest and income taxes (EBITA) % In millions of euros 2019 2020 Organic Change Universal Music Group 1,124 1,329 + 20.1 % Canal+ Group 343 435 + 5.2 % Havas Group 225 121 - 47.7 % Editis 52 38 - 11.2 % Other businesses (218) (296) na TOTAL VIVENDI 1,526 1,627 + 3.7 % Comb

30. Slide 30: UMG: dynamic growth and earnings

    UMG: dynamic growth and earnings Sustained growth of Streaming and Strong growth of EBITA Subscriptions revenues (in millions of euros and organic growth*) (in millions of euros) + 20.1% + 508 +22.3% + 729 +22.1% + 625 +20.6% + 488 1,329 3,833 644 1,483 2016 2017 2018 2019 2020 2016 2017 2018 2019 2

31. Slide 31: Canal+ Group: Increase in subscriber base

    Canal+ Group: Increase in subscriber base Premium rights and contents Growth of the Group’s subscriber base (in thousands) The best available contents 21.8 2020 8,678 13,085 million 2019 8,416 11,875 20.3 million Mainland France International Combined General Shareholders' Meeting - June 22, 2021 31

32. Slide 32: Havas Group: agility of the business model

    Havas Group: agility of the business model Benefiting from the cost-adjustment plan Sequential recovery of net revenue (in millions of euros) organic growth 225 -3,3% -7,5% +8 121 -10,4% -226 +114 -18,3% Q1 2020 Q2 2020 Q3 2020 Q4 2020 2019 Net revenue Cost-adjustment Impact of 2020 EBITA organic ch

33. Slide 33: Editis: strong rebound of business

    Editis: strong rebound of business Revenue breakdown Revenue growth 2020 by sector by quarter +10,4% +6,9% Education & Reference 26% -15,7% Literature 41% -14,3% 231 232 217 210 172 136 146 116 Q1 Q2 Q3 Q4 Diffusion & Distribution 2019 proforma (M€)* 2020 (M€) Organic Revenue Growth (in %) 33% *Edit

34. Slide 34: Consolidated balance sheet

    Consolidated balance sheet in billions of euros December 31, December 31, Assets 2020 Equity and liabilities 2020 Goodwill 14.2 Consolidated equity* 16.4 Intangible and tangible assets 8.3 Provisions 1.7 Financial assets 7.8 Net Financial debt 5.0 Working capital requirements, 7.2 deferred tax liabi

35. Slide 35: Cash evolution

    Cash evolution in billions of euros +1.9 (0.3) +2.8 +2.8 -2.8 Dividends (- € 690 M) Share buyback (- € 2,157 M) (4.1) -1.4 -0.2 +0.7 (5.0) Net Debt Sale of 10% Shareholder Financial CFFO Interest, Net Debt Sale of an Transfert of Proforma as of of UMG returns investments taxes as of additional net d

36. Slide 36: 2020 Statutory financial statements Vivendi SE

    2020 Statutory financial statements Vivendi SE 36

37. Slide 37: Balance sheet 2020

    Balance sheet 2020 in billions of euros December 31, December 31, Assets Equity and liabilities 2020 2020 Long term investments 22.7 Equity 20.4 Receivables 4.3 Provisions 0.1 Cash and marketable securities 0.5 Liabilities 7.0 TOTAL 27.5 TOTAL 27.5 Combined General Shareholders' Meeting - June 22, 2

38. Slide 38: Statement of earnings

    Statement of earnings In millions of euros 2020 Operating income 110 Operating expenses - 243 Operating result - 133 Financial income (dividends) 311 Other financial income 312 Financial result 623 Capital gain from the sale of 10% of UMG (March 2020) 2,428 Other - 16 Exceptional result 2,412 Income

39. Slide 39: Allocation of earnings

    \ Allocation of earnings / E vivendi

40. Slide 40: Ordinary allocation of 2020 earnings

    Ordinary allocation of 2020 earnings It is proposed to the Annual Shareholders’ Meeting the payment of an ordinary dividend of 0.60 euro per share 16.2 in billions of euros 13.4 7.2 10.1 5.0 9.5 8.8 2.4 2.4 2.1 4.6 0.5 9.1 7.7 8.5 6.7 7.2 1.4 4.1 1.3 2014 2015 2016 2017 2018 2019 2020 Cumulative Div

41. Slide 41: Gilles Alix, Member of the Management Board

    Gilles Alix Member of the Management Board

42. Slide 42: Special distribution in kind

    Special distribution in kind

43. Slide 43: Special distribution in kind

    Special distribution in kind 2020 earnings not yet allocated: € 2.36 Bn Special dividend in kind: Special distribution € 5.3 Bn in kind: Retained earnings carried over: € 2.96 Bn 60% of Universal Music Group (UMG), valued at Interim dividend: € 19.8 Bn* € 14.5 Bn* Distribution ratio*: 1 UMG share fo

44. Slide 44: Timetable for the special distribution in kind

    Timetable for the special distribution in kind Sept. 14*: June 22: July 28: Sept. 21*: AFM approval** Sept. 23*: Vivendi Approval of UMG shares’ first Management Allocation annual general 2021 1st half trading day and Board decision to of shareholders’ financial ex-date of the pay the interim UMG sh

45. Slide 45: Philippe Bénacin, Vice Chairman of the Supervisory Board

    Philippe Bénacin Vice Chairman of the Supervisory Board Chairman of the Corporate Governance Nominations and Remuneration Committee

46. Slide 46: 2020 compensation of corporate officers

    2020 compensation of corporate officers (Resolutions 7 to 15) General vote covering all Vivendi corporate officers (resolution 7) Compensation of the Chairman of the Supervisory Board (resolution 8) Compensation of the Chairman of the Management Board (resolution 9) Compensation of the members of th

47. Slide 47: Compensation policy for 2021

    Compensation policy for 2021 (Resolutions 16 to 18) Chairman and members of the Supervisory Board: compensation unchanged Chairman and members of the Management Board: • Bonus: limited discretionary power of the Board, which may take into account certain exceptional items, without exceeding the esta

48. Slide 48: Changes in governance

    Changes in governance (Resolutions 19 and 20) Supervisory Board: • Renewal of the term of office of Véronique Driot-Argentin (resolution 19) • Renewal of the term of office of Sandrine Le Bihan (resolution 20) Combined General Shareholders' Meeting - June 22, 2021 48

49. Slide 49: Frédéric Crépin, General Counsel

    Frédéric Crépin Member of the Management Board General Counsel

50. Slide 50: Resolutions submitted and summary of votes cast

    Resolutions submitted to the Combined General Shareholders’ Meeting and summary of votes cast remotely and via the Internet

51. Slide 51: First resolution: parent company financial statements

    First resolution (Ordinary Meeting)  Approval of the parent company financial statements for fiscal year 2020 Approved by 99.90% Combined General Shareholders' Meeting - June 22, 2021 51

52. Slide 52: Second resolution: consolidated financial statements

    Second resolution (Ordinary Meeting)  Approval of the consolidated financial statements for fiscal year 2020 Approved by 99.90% Combined General Shareholders' Meeting - June 22, 2021 52

53. Slide 53: Third resolution: regulated related-party agreements

    Third resolution (Ordinary Meeting)  Approval of the Statutory Auditors’ special report on regulated related-party agreements Approved by 99.61% Combined General Shareholders' Meeting - June 22, 2021 53

54. Slide 54: Fourth resolution: allocation of earnings and dividend

    Fourth resolution (Ordinary Meeting)  Allocation of earnings for fiscal year 2020, setting of the dividend and its payment date Approved by 99.82% Combined General Shareholders' Meeting - June 22, 2021 54

55. Slide 55: Fifth resolution: consultative opinion on distribution in kind

    Fifth resolution (Ordinary Meeting)  Consultative opinion on the proposed special distribution in kind of a majority of the share capital of Universal Music Group N.V. to Vivendi SE shareholders Approved by 99.87% Combined General Shareholders' Meeting - June 22, 2021 55

56. Slide 56: Sixth resolution: special distribution in kind of UMG shares

    Sixth resolution (Ordinary Meeting)  Special distribution in kind of Universal Music Group N.V. shares to Vivendi SE shareholders Approved by 99.88% Combined General Shareholders' Meeting - June 22, 2021 56

57. Slide 57: Seventh resolution: corporate governance report information

    Seventh resolution (Ordinary Meeting)  Approval of the information referred to in Article L. 22-10-9 I. of the French Commercial Code as set out in the corporate governance report Approved by 64.28% Combined General Shareholders' Meeting - June 22, 2021 57

58. Slide 58: Eighth resolution: compensation of Yannick Bolloré

    Eighth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Yannick Bolloré, Chairman of the Supervisory Board Approved by 64.10% Combined General Shareholders' Meeting - June 22, 2021 58

59. Slide 59: Ninth resolution: compensation of Arnaud de Puyfontaine

    Ninth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Arnaud de Puyfontaine, Chairman of the Management Board Approved by 64.25% Combined General Shareholders' Meeting - June 22, 2021 59

60. Slide 60: Tenth resolution: compensation of Gilles Alix

    Tenth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Gilles Alix, member of the Management Board Approved by 62.91% Combined General Shareholders' Meeting - June 22, 2021 60

61. Slide 61: Eleventh resolution: compensation of Cédric de Bailliencourt

    Eleventh resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Cédric de Bailliencourt, member of the Management Board Approved by 65.60% Combined General Shareholders' Meeting - June 22, 2021 61

62. Slide 62: Twelfth resolution: compensation of Frédéric Crépin

    Twelfth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Frédéric Crépin, member of the Management Board Approved by 62.91% Combined General Shareholders' Meeting - June 22, 2021 62

63. Slide 63: Thirteenth resolution: compensation of Simon Gillham

    Thirteenth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Simon Gillham, member of the Management Board Approved by 62.92% Combined General Shareholders' Meeting - June 22, 2021 63

64. Slide 64: Fourteenth resolution: compensation of Hervé Philippe

    Fourteenth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Hervé Philippe, member of the Management Board Approved by 64.00% Combined General Shareholders' Meeting - June 22, 2021 64

65. Slide 65: Fifteenth resolution: compensation of Stéphane Roussel

    Fifteenth resolution (Ordinary Meeting)  Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Stéphane Roussel, member of the Management Board Approved by 62.91% Combined General Shareholders' Meeting - June 22, 2021 65

66. Slide 66: Sixteenth resolution: Supervisory Board compensation policy

    Sixteenth resolution (Ordinary Meeting)  Approval of the compensation policy for the Chairman and members of the Supervisory Board for 2021 Approved by 63.70% Combined General Shareholders' Meeting - June 22, 2021 66

67. Slide 67: Seventeenth resolution: Management Board Chairman compensation policy

    Seventeenth resolution (Ordinary Meeting)  Approval of the compensation policy for the Chairman of the Management Board for 2021 Approved by 59.76% Combined General Shareholders' Meeting - June 22, 2021 67

68. Slide 68: Eighteenth resolution: Management Board members compensation policy

    Eighteenth resolution (Ordinary Meeting)  Approval of the compensation policy for members of the Management Board for 2021 Approved by 59.92% Combined General Shareholders' Meeting - June 22, 2021 68

69. Slide 69: Nineteenth resolution: renewal of Véronique Driot-Argentin

    Nineteenth resolution (Ordinary Meeting)  Renewal of the term of office of Véronique Driot-Argentin as a member of the Supervisory Board Approved by 94.29% Combined General Shareholders' Meeting - June 22, 2021 69

70. Slide 70: Twentieth resolution: renewal of Sandrine Le Bihan

    Twentieth resolution (Ordinary Meeting)  Renewal of the term of office of Sandrine Le Bihan as a member of the Supervisory Board representing employee shareholders Approved by 97.81% Combined General Shareholders' Meeting - June 22, 2021 70

71. Slide 71: Twenty-first resolution: share repurchase authorization

    Twenty-first resolution (Ordinary Meeting)  Authorization to the Management Board for the Company to repurchase its own shares, limited to 10% of the Company’s share capital Approved by 99.18% Combined General Shareholders' Meeting - June 22, 2021 71

72. Slide 72: Twenty-second resolution: reduction of share capital

    Twenty-second resolution (Extraordinary Meeting)  Authorization to the Management Board to reduce the share capital of the Company by canceling shares, limited to 10% of the share capital Approved by 99.50% Combined General Shareholders' Meeting - June 22, 2021 72

73. Slide 73: Twenty-third resolution: public share buyback offer

    Twenty-third resolution (Extraordinary Meeting)  Authorization to the Management Board to make a public share buyback offer (OPRA) targeting all shareholders, within the limit of 50% of the share capital at a maximum purchase price of at €29 per share and to perform the share capital reduction. App

74. Slide 74: Twenty-fourth resolution: capital increase with preferential rights

    Twenty-fourth resolution (Extraordinary Meeting)  Delegation of authority to the Management Board to increase the share capital of the Company, with preferential subscription rights for shareholders, up to a maximum nominal amount of €655 million Approved by 93.45% Combined General Shareholders' Me

75. Slide 75: Twenty-fifth resolution: capital increase by capitalizing reserves

    Twenty-fifth resolution (Extraordinary Meeting)  Delegation of authority to the Management Board to increase the share capital by capitalizing premiums, reserves, profits or other items up to a maximum nominal amount of €327.5 million Approved by 99.41% Combined General Shareholders' Meeting - June

76. Slide 76: Twenty-sixth resolution: capital increase for in-kind contributions

    Twenty-sixth resolution (Extraordinary Meeting)  Delegation of authority to the Management Board to increase the share capital, up to a maximum of 5% of the share capital, to pay for in-kind contributions of shares, except during a public exchange offering Approved by 98.37% Combined General Shareh

77. Slide 77: Twenty-seventh resolution: share grants to employees and officers

    Twenty-seventh resolution (Extraordinary Meeting)  Authorization to the Management Board to make grants of shares (existing or to be issued) to employees of the Company and its affiliates and to corporate officers Approved by 93.91% Combined General Shareholders' Meeting - June 22, 2021 77

78. Slide 78: Twenty-eighth resolution: employee stock purchase plan

    Twenty-eighth resolution (Extraordinary Meeting)  Delegation of authority to the Management Board to increase the Company’s share capital in favor of employees and retirees who are participants in the Vivendi Group Employee Stock Purchase Plan, without maintenance of preferential subscription right

79. Slide 79: Twenty-ninth resolution: international employee stock purchase plan

    Twenty-ninth resolution (Extraordinary Meeting) )  Delegation of authority to the Management Board to increase the share capital in favor of employees of Vivendi’s foreign subsidiaries who are members of Vivendi’s International Group Employee Stock Purchase Plan, without maintenance of preferential

80. Slide 80: Thirtieth resolution: powers to carry out formalities

    Thirtieth resolution (Extraordinary Meeting)  Powers to carry out formalities Approved by 100% Combined General Shareholders' Meeting - June 22, 2021 80

81. Slide 81: musique

    musique atdiovisuel & cinéma édition presse magazine jeux vide® ©

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