Vivendi Se · EURONEXT:VIV
Vivendi — Shareholder Meeting (April 2018)
121 slides from Vivendi's shareholder meeting presentation, Apr 19, 2018
Slide 1: Combined General Meeting of Shareholders
Combined General Meeting of Shareholders THURSDAY 19 APRIL 2018 Paris
Slide 2: Introduction
INTRODUCTION Vincent Bolloré Chairman of Vivendi's Supervisory Board
Slide 3: 2017 Highlights, 2018 Challenges
2017 HIGHLIGHTS 2018 CHALLENGES Arnaud de Puyfontaine Chairman of Vivendi's Management Board
Slide 4: 2015-2018: Building a global group specializing in content, media and communication
2015 - 2018: BUILDING A GLOBAL GROUP SPECIALIZING IN CONTENT, MEDIA AND COMMUNICATION STAKES IN ACQUISITION OF CESSION DE LA SALE OF PARTICIPATION OUR STAKE IN DANS STAKE IN TRANSFORMATION PLAN OF 5-YEAR DEVELOPMENT PLAN ACQUISITION OF ACQUISITION OF 2018 2017 2016 2015
Slide 5: Powerful and complementary assets in order to enhance value
POWERFUL AND COMPLEMENTARY ASSETS IN ORDER TO ENHANCE VALUE CREATION DISTRIBUTION COMMUNICATION
Slide 6: 2017: A year of growth for Vivendi
2017: A YEAR OF GROWTH FOR VIVENDI , 743
Slide 7: Highlights in our businesses
HIGHLIGHTS IN OUR BUSINESSES
Slide 8: Vivendi in Italy
VIVENDI IN ITALY
Slide 9: Vivendi's challenges for 2018
VIVENDI’S CHALLENGES FOR 2018 Make UMG increasingly strong Maintain the growth impetus Create more value for the group by using the creativity of Havas Develop the next hit mobile video game Stimulate innovation and new initiatives within the group
Slide 10: Make Vivendi Europe's first entertainment group, with global ambitions
MAKE VIVENDI EUROPE’S FIRST ENTERTAINMENT GROUP, WITH GLOBAL AMBITIONS Powerful and complementary assets representing a unique value proposition A solid financial position The support of a leading industrial shareholder
Slide 11: Presentation of 2017 financials
PRESENTATION OF 2017 FINANCIALS Hervé Philippe Chief Financial Officer of Vivendi Member of Vivendi’s Management Board
Slide 12: 2017 key consolidated results
2017 KEY CONSOLIDATED RESULTS % underlying In millions of euros 2016 2017 % Change change Revenues 10,819 12,444 + 15.0 % + 4.9 % Adjusted earnings before interest and income taxes 724 987 + 36.4 % + 23.1 % (EBITA)* Earnings before interest and income taxes (EBIT) 887 1,036 + 16.8 % Earnings from co
Slide 13: Consolidated statement of earnings (IFRS)
CONSOLIDATED STATEMENT OF EARNINGS (IFRS) In millions of euros– IFRS 2016 2017 % Change Revenues 10,819 12,444 + 15.0 % Income from operations* 853 1,116 + 30.9 % Adjusted earnings before interest and income taxes (EBITA)* 724 987 + 36.4 % Amortization and depreciation of intangible assets acquired
Slide 14: Revenues
REVENUES % underlying In millions of euros - IFRS 2016 2017 % Change change Universal Music Group 5,267 5,673 + 7.7 % + 10.0 % Canal+ Group 5,253 5,246 - 0.1 % + 0.3 % Havas - 1,151 na na Gameloft 132 258 na - 0.1 % Vivendi Village 111 109 - 1.4 % + 4.5 % New Initiatives 103 51 ns ns Elimination of
Slide 15: EBITA
EBITA % underlying In millions of euros 2016 2017 % Change change Universal Music Group 644 761 + 18.3 % + 20.6 % Canal+ Group 240 318 + 32.1 % + 31.1 % Havas - 111 na na Gameloft 7 4 na + 12.5 % Vivendi Village (9) (18) New Initiatives (56) (92) Corporate (102) (97) TOTAL VIVENDI 724 987 + 36.4 % +
Slide 16: UMG: faster growth and increasing profitability
UMG: FASTER GROWTH AND INCREASING PROFITABILITY Significant increase of subscription and streaming revenue Revenue EBITA (in millions of euros) (in millions of euros) (in millions of euros) +10.0%* +4.4%* +2.7%* +35.4%* +57.9%* +43.2%* *At constant currency and perimeter
Slide 17: Canal+ Group: recovery in France and continuous growth internationally
CANAL+ GROUP: RECOVERY OF THE ACTIVITY IN FRANCE AND CONTINUOUS GROWTH INTERNATIONALLY Strong growth in Africa Number of subscribers EBITA before restructuring (in millions of euros/thousands of subscribers) (in millions) (in millions of euros)
Slide 18: Havas: an accretive acquisition enhancing the strategic project
HAVAS: AN ACCRETIVE ACQUISITION ENHANCING THE STRATEGIC PROJECT OF THE GROUP Revenues Breakdown by activity Contribution to the Group’s EBITA in 2017 (in millions of euros) (in millions of euros) +8%* ** 37% 63% Creative + Health Media * At constant currency. ** Contribution for the 2nd half only. 1
Slide 19: Consolidated balance sheet
CONSOLIDATED BALANCE SHEET ASSETS December 31, EQUITY AND LIABILITIES December 31, (In billions of euros) 2017 (In billions of euros) 2017 Goodwill 12.1 Consolidated equity* 17.9 Intangible and tangible assets 4.6 Provisions 1.9 Working capital requirements and Financial investments 9.2 3.8 other Ne
Slide 20: FY 2017 net debt evolution
FY 2017 NET DEBT* EVOLUTION (in billions of euros) +0.4 +1.0 1.2 -0.5 -0.2 -4.1 जञ़खट़झ -0.1 Pro forma Net Debt* Dividends to Net Cash*, Share Interest and Acquisitions and Net Debt*, including disposals Vivendi SA CFFO Other Dec. 31, 2016 repurchases taxes investments Dec. 31, 2017 realized or cons
Slide 21: Statutory financial statements Vivendi SA
STATUTORY FINANCIAL STATEMENTS VIVENDI SA
Slide 22: 2017 balance sheet
2017 BALANCE SHEET ASSETS EQUITY AND LIABILITIES December 31, 2017 December 31, 2017 (In billions of euros) (In billions of euros) Long term investments 23.6 Equity 19.2 Receivables 2.5 Provisions 0.6 Cash and marketable securities 1.3 Liabilities 7.6 TOTAL 27.4 TOTAL 27.4 22
Slide 23: Statement of earnings
STATEMENT OF EARNINGS In millions of euros 2017 Operating income 83 Operating expenses - 220 Loss from operations - 137 Financial income 275 Financial provisions - 164 Other financial results 29 Financial income 140 Exceptional income from capital transactions and related to long-term investments -
Slide 24: Allocation of earnings
ALLOCATION OF EARNINGS
Slide 25: Allocation of 2017 earnings
ALLOCATION OF 2017 EARNINGS It will be proposed to the Annual Shareholders’ Meeting the payment of an ordinary dividend of €0.45 per share with respect to fiscal year 2017, i.e. +12.5% vs. 2016 Dividend per share (in euro) +12.5% 0.45 0.40 2016 2017 Retained earnings after the dividend payment would
Slide 26: Maxime Saada, Frank Cadoret
— Maxime Saada Frank Cadoret Chairman of the Canal+ Group's Management Board Deputy General Manager of Canal+ France Chairman of Dailymotion Member of Canal+ Group’s Management Board
Slide 27: An ambition to create and produce French and European audiovisual works
AN AMBITION TO AND CREATE AND PRODUCE FRENCH AND EUROPEAN AUDIOVISUAL WORKS AND DISTRIBUTE THEM WORLDWIDE Growing the subscriber base Strengthening financial performance Creating premium, distinctive content Developing global distribution capacity
Slide 28: Growing the subscriber base
GROWING THE SUBSCRIBER BASE +3,8 m subscribers 15,6 m 11,6 m 11,8 m 2014 2015 2017 +2.4 million in France +1.4 million outside France
Slide 29: A global subscriber base and pivotal role in the French-speaking world
A GLOBAL SUBSCRIBER BASE AND A PIVOTAL ROLE IN THE FRENCH-SPEAKING WORLD FRANCE POLAND 8.6m subscribers 2.1m subscribers VIETNAM 0.8m subscribers MYANMAR FRENCH OVERSEAS TERRITORIES 0.6m subscribers AFRICA 3.5m subscribers
Slide 30: Strengthening financial performance
STRENGTHENING FINANCIAL PERFORMANCE SAVING PLAN €359m of cumulative savings in 2017 €435m of cumulative savings in 2018 EBITA CANAL+ GROUP* 2016 2017 2019 €281m €367m €500m +30% +36% * Before restructuring
Slide 31: Premium and distinctive content creation investments
PREMIUM AND DISTINCTIVE CONTENT CREATION INVESTMENTS Present in 190 countries Present in 190 countries Present in 30 countries €6,4 bn invested €3,6 bn invested €3,2 bn invested in content in content in content
Slide 32: Creating premium, distinctive content: cinema, sports, TV series
CREATING PREMIUM, DISTINCTIVE CONTENT CINEMA, SPORTS ET TV SERIES CINEMA 400 original films released each year €670m invested in cinema per year The leading funder of French cinema Key film agreements SPORTS … TV SERIES Key TV series agreements Original series that are very popular among
Slide 33: New productions due in 2018 and 2019
CREATING PREMIUM, DISTINCTIVE CONTENT NEW PRODUCTIONS DUE IN 2018 … Baron Noir Guyane LBDL Versailles Hippocrate Season 2 Season 2 Season 4 Season 3 Season 1 … AND IN 2019 Vernon Subutex Engrenages Les Sauvages 000 AROUND 30 PROJECTS IN DEVELOPMENT FEATURING J. SFAR, B. MILLEPIED, J. DELPY, F. GASTA
Slide 34: New channels: channel creation and launches
NEW NEW CHANNELS CHANNEL CREATION AND LAUNCHES 34
Slide 35: Creation, production and distribution of cinema and TV series content
CREATION, PRODUCTION AND DISTRIBUTION OF CINEMA AND TV SERIES CONTENT 16 MILLION TICKETS SOLD AT THE FRENCH BOX OFFICE IN 2017 5 FILMS SELLING MORE THAN 1 MILLION TICKETS EACH IN FRANCE SAHARA (1.1m) PADDINGTON 2 (1.9m) EPOUSE MOI MON POTE (2.5m) ALIBI.COM (3.6m) L’ÉCOLE BUISSONNIÈRE (1.9m) 15 PREMI
Slide 36: Developing global distribution capacity
DEVELOPING GLOBAL DISTRIBUTION CAPACITY $225 MILLION IN GLOBAL BOX-OFFICE TAKINGS FOR PADDINGTON 2 Midnight Sun won the Export Fiction award for record sales in more than 100 countries Sold to more than 70 countries Engrenages and Audrey Fleurot at the Apple Keynote event in 2017 Almost 1m viewers p
Slide 37: Distribution model recasted
DISTRIBUTION MODEL RECASTED ISP PARTNERSHIPS TECHNOLOGICAL PARTNERSHIPS
Slide 38: Turnaround of Canal's offers
REVAMP OF CANAL PACKAGES TURNAROUND OF CANAL’S OFFERS 6.4M Growth of 3.1M 4.1M 3.9M 3.7M 3.5M 3.3M revenues and EBITA since 3.3M 3.1M 2017 2012 2013 2014 2015 2016 2017
Slide 39: Overhaul of packages
OVERHAUL OF PACKAGES COMMITMENT No commitment 20% OF 2017 SALES 12 months offer to service +149k subscribers 24 months offer to service 98% OF SUBSCRIPTION +32% new subscribers 3.1M -11% churn Back to growth of the subscriber base since 2017 +6% new subscriber ARPU
Slide 40: Customer experience
CUSTOMER EXPERIENCE MYCANAL NEW SET-TOP BOX SATELLITE / INTERNET 4K UHD MULTIROOM WIRELESS TV DOLBY ATMOS 13m 1m DOWNLOADS UNIQUE VIEWERS / 8 TUNERS DAY 1Tb SUPER RECORDER 82% SATISFACTION RATE FROM SUBSCRIBERS TO THE NEW OFFERS
Slide 41: Dailymotion
dailymotion
Slide 42: America reach
AMERICA REACH MILLION UNIQUE USERS
Slide 43: Premium content
PREMIUM CONTENT TEAMING UP WITH THE BEST PARTNERS. AND HUNDREDS MORE... dailymotion © 2018 Confidential VOGUE “Benge (NBA Li) THE NEW YORKER, PY) C NEWS: franceinfo: Pitchfork seurospont —_\\\ITVFUIR CBS® bey EE suardion LF OUIPE Le Monde GRAMMY neindia® GMM lnrockuptibles RGN oneindia mBc G- MMW
Slide 44: Premium UX
PREMIUM UX 100: GLOBAL RELEASE. New Experience, New Infrastructure & New player Available on: Desktop web Mobile web Android Phone and Tablet Iphone and Ipad Microsoft Xbox Android TV Apple TV dailymotion © 2018 Confidential
Slide 45: First results
FIRST RESULTS ONSITE AUDIENCE. +52% x5 +80% +400% VIEWS LOYALUSERS PREMIUM eS wrist CONSUMPTION ON PREMIUM CONTENT dailymotion ©2018 Confidential
Slide 46: Olivier Nusse
Olivier Nusse Chairman and CEO of Universal Music France
Slide 47: The music industry's value is growing
“ THE MUSIC INDUSTRY’S VALUE IS GROWING Rising consumption of music Strong growth in content value Importance of the back catalogue
Slide 48: Universal Music Group
“ UNIVERSAL MUSIC GROUP AN INNOVATIVE ORGANIZATION, ESSENTIAL FOR OUR TALENT Virtuous synergies between Financial and human investments music and the Vivendi group assets A global organization New form of talent scouting The labels’ decisive role Expert and innovative teams
Slide 49: Return to growth confirmed
“ RETURN TO GROWTH CONFIRMED +16.5% 2017 +11% 2016 +10.6% +5% +3.9% +5.5% Source RIAA,SNEP
Slide 50: French market evolution
“ FRENCH MARKET EVOLUTION €1.43bn Physical Digital €583m 49% 51% Source SNEP
Slide 51: Universal Music Group: major partner of digital players
“ UNIVERSAL MUSIC GROUP MAJOR PARTNER OF DIGITAL PLAYERS
Slide 52: New technologies: a growth factor
“ NEW TECHNOLOGIES: A GROWTH FACTOR Connected speakers increase of listening time increase of the subscription conversion rate Already more than 40 million users in the USA / Source Edison research /
Slide 53: Globalization of the music market
“ GLOBALIZATION OF THE MUSIC MARKET TOP 5 OF THE MUSIC MARKET EMERGING MARKETS
Slide 54: Migos, Drake, Angèle, Rilès
MIGOS – #1 album worldwide in Q1 DRAKE – God’s Plan #1 album worldwide in Q1 ANGÈLE – New talent signed in France RILÈS – New talent signed in France
Slide 55: Yannick Bolloré
Yannick Bolloré Chairman and CEO, Havas
Slide 56: A global leader
Revenue + 100 €2.3bn Countries A global leader 20,000 + 700 Talented Agencies people
Slide 57: Balanced, diversified revenue
Rest of Europe 19% North America 35% Geographical United Kingdom 11% breakdown 9% 20% 6% Asia-Pacific & Africa Balanced, France Latin America diversified Travel and entertainment Other 11% 8% Automotive revenue 7% 19% Healthcare TMT 12% 8% Sector 7% Agro-food Manufacturing breakdown & Services 11% 6
Slide 58: Digital opportunity
“ vo J Ko Saf Digital ofp 2 Se Y Y; i) \ ortunity
Slide 59: 75% of brands could disappear without consumers caring
75% of brands could disappear without consumers caring
Slide 60: Making Brands Meaningful
+ + Making PUT YOUR Brands TITLE Meaningful HERE Coactique aliquotiens nostri pedites ad eos persequendos scandere clivos sublimes etiam si lapsantibus plantis fruticeta prensando vel dumos macedonum manu priscorum. +
Slide 61: Prestigious clients
AIRFRANCE © & carse Carrefour DANONE \ ( eDF CenturyLink Prestigious LVMH mullez clients & 1 x RY Reckitt NOVARTIS aA Pfizer Benckiser PEUGEOT 7) a Telefonica TRACFONE nvUNDAl SANOFI SWAROVSKI yy D Ameritrade A wih
Slide 62: Pioneers in integration
Pioneers in integration HAVAS VILLAGE CREATIVE MEDIA BUSINESS BUSINESS CLIENT HEALTH & WELLNESS BUSINESS
Slide 63: Havas Villages
Havas Villages #52 ABUJA KUALA LUMPUR SINGAPORE ALGIERS LISBON SYDNEY AMSTERDAM LONDON TAIPEI BANGKOK MADRID TOKYO BARCELONA MANCHESTER TORONTO BEIJING MANILA TUNIS BOGOTA MELBOURNE VIENNA BOSTON MEXICO VIENTIANE BRUSSELS MILAN WARSAW BUDAPEST MONTREAL YANGON BUENOS AIRES MUMBAI CHICAGO NEW YORK COP
Slide 64: Creative excellence
Creative excellence Awards Havas Creative Business represents 735 900 970 1500 of Group 2014 2015 2016 2017 revenue
Slide 65: Creative excellence
Creative excellence Awards Havas Creative Business represents 735 900 970 1500 of Group 2014 2015 2016 2017 revenue
Slide 66: Setting the standard in terms of media expertise
Setting the standard in terms of media expertise Havas Media Business represents of Group revenue
Slide 67: A global leader in healthcare communication
A global leader in healthcare communication Havas Health Business represents Business of Group revenue
Slide 68: A targeted and strategic acquisitions policy
A targeted and strategic acquisitions GT Media policy VIETNAM 27 acquisitions, 2014-2017, and a strategic JV in China
Slide 69: Successful integration
Successful integration
Slide 70: The value we add
The value we add Scientific knowledge of Unrivalled skills in Acknowledged the consumer society of analysing Big creative today and tomorrow Data excellence
Slide 71: Stéphane Roussel
Stéphane Roussel Chairman and CEO, Gameloft Member of Vivendi's Management Board
Slide 72: Gameloft: a world leader in a fast-growing mobile games market
GAMELOFT: A WORLD LEADER IN A FAST-GROWING MOBILE GAMES MARKET 1bn 5,300 +12% 45% Gameloft games Gameloft staff Gameloft's 2017 revenue Mobile games' share downloaded in 2017 worldwide growth of the video games industry in the smartphone business
Slide 73: 20 Gameloft studios worldwide
20 GAMELOFT STUDIOS WORLDWIDE BUDAPEST MINSK BEIJING PARIS BUCHAREST KHARKOV MEXICALI DANANG MONTREAL HANOI TORONTO LVIV MANILA SOFIA MADRID HO CHI MINH CITY CLUJ BRISBANE BARCELONA YOGYAKARTA
Slide 74: 65% of Gameloft's total revenues generated by its own franchises
65% OF GAMELOFT'S TOTAL REVENUES GENERATED BY ITS OWN FRANCHISES
Slide 75: Licence agreements with the biggest players in entertainment
LICENCE AGREEMENTS WITH THE BIGGEST PLAYERS IN ENTERTAINMENT
Slide 76: Vivendi: a major boost for Gameloft
VIVENDI: A MAJOR BOOST FOR GAMELOFT Improved financial performance compared with 2016 Facilitating links with the major platforms 12.6% increase 5% revenue in recurring growth in the operating Apple, Google income and Microsoft stores
Slide 77: New opportunities in video games through sale of our stake in Ubisoft
NEW OPPORTUNITIES IN VIDEO GAMES THROUGH THE SALE OF OUR STAKE IN UBISOFT A friendly solution with the Guillemot family A disposal that frees up significant resources for us to step up acquisitions in games for PCs and new consoles
Slide 78: Joint projects
JOINT PROJECTS Simon Gillham Maria Garrido Chairman of Vivendi Village Senior Vice President Vivendi Brand Marketing Member of Vivendi's Management Board
Slide 79: Paddington: a powerful entertainment franchise
PADDINGTON: A POWERFUL ENTERTAINMENT FRANCHISE DEVELOPED ACROSS OUR VARIOUS CREATIVE ENVIRONMENTS
Slide 80: Great expectations in terms of content
GREAT EXPECTATIONS IN TERMS OF CONTENT 77% 71% 58% MILLENNIALS GEN X TVC 15’, 30’ BABY BOOMERS …
Slide 81: Winning synergies!
WINNING SYNERGIES! DIFFERENTIATING INSIGHTS & STRATEGY ADVERTS EDITORIAL SOCIAL PARTNERSHIP EXPERIENCE SHORT FORM LONG FORM LIVE VIDEO CONTENT PERFORMANCE TVC 15’, 30’ …
Slide 82: CanalOlympia: first Pan-African venues network
CANALOLYMPIA: THE FIRST PANAFRICAN VENUES NETWORK FOR CINEMA AND LIVE EVENTS
Slide 83: CanalOlympia: first Pan-African venues network
CANALOLYMPIA: THE FIRST PANAFRICAN VENUES NETWORK FOR CINEMA AND LIVE EVENTS
Slide 84: Already 8 CanalOlympia venues open in Africa
ALREADY 8 CANALOLYMPIA VENUES OPEN IN AFRICA
Slide 85: The new place to be for culture in Africa
"THE NEW PLACE TO BE" FOR CULTURE IN AFRICA ”Black Panther” in CanalOlympia venues French rapper Niska in concert in Dakar
Slide 86: Tour de l'Espoir, first bike race organised by Vivendi Sports in Africa
"TOUR DE L’ESPOIR", THE FIRST BIKE RACE ORGANISED BY VIVENDI SPORTS IN AFRICA
Slide 87: Statutory auditors' reports
STATUTORY AUDITORS' REPORTS Jean-Paul Seguret Deloitte & Associés
Slide 88: Work done by the statutory auditors
WORK DONE BY THE STATUTORY AUDITORS Purpose In accordance with professional standards, to obtain reasonable assurance about whether your company's consolidated and parent-company financial statements for 2017 are free of material misstatement. Reporting to the management and governance bodies Summar
Slide 89: Reports on the parent-company and consolidated financial statements for 2017
REPORTS ON THE PARENT-COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2017 Opinion on the financial statements Report on the consolidated financial statements presented on page 218 of the Reference Document, subject of the 2nd resolution. Report on the parent-company financial statements presented
Slide 90: Report on the consolidated financial statements for 2017
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2017 Justification of our assessments – Key points of the audit The justification of our assessments and the key points of the audit, for the parent-company financial statements, relate to the estimates and judgements used to value equity securitie
Slide 91: Special report on regulated agreements and commitments
SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS Report presented on page 359 of the Registration Document The new agreements and commitments in 2017 subject to approval by the general meeting of shareholders are as follows: Vivendi's acquisition of the Bolloré group's stake in Havas, the
Slide 92: Reports with respect to extraordinary resolutions
REPORTS WITH RESPECT TO EXTRAORDINARY RESOLUTIONS Other reports with respect to extraordinary resolutions We have no observations to make regarding the reports relating to: The proposed grant of power to cancel the company's own shares that it has acquired, up to a limit equal to 10% of the share
Slide 93: Reports with respect to extraordinary resolutions
REPORTS WITH RESPECT TO EXTRAORDINARY RESOLUTIONS decide to increase the capital through issues of shares or any other securities giving access to the capital that are reserved for employees and retired former employees who are members of a group savings plan, with shareholders' preferential subsc
Slide 94: Corporate Governance, Nominations and Remuneration Committee
CORPORATE GOVERNANCE, NOMINATIONS AND REMUNERATION COMMITTEE Philippe Bénacin Vice-Chairman of Vivendi's Supervisory Board
Slide 95: Remuneration of the Chairman of the Supervisory Board in respect of 2017
REMUNERATION OF THE CHAIRMAN OF THE SUPERVISORY BOARD IN RESPECT OF 2017 – 5TH RESOLUTION The components of his remuneration for 2017 are in line with the 2017 remuneration policy adopted in the General Meeting of Shareholders of 25 April 2017 (11th resolution) They are submitted to you for approval
Slide 96: Remuneration policy for Management Board for 2017 (1/3)
REMUNERATION POLICY FOR THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN FOR 2017 (1/3) The remuneration policy for the Management Board's members and Chairman for 2017 was approved by Vivendi's General Meeting of Shareholders of 25 April 2017 (12th and 13th resolutions): - It is intended to align the re
Slide 97: Remuneration policy for Management Board for 2017 (2/3)
REMUNERATION POLICY FOR THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN FOR 2017 (2/3) The policy is based on: - A fixed salary in line with CAC 40 standards - A maximum variable portion for Management Board members equal to 100% of fixed pay, with a target of 80%; the variable portion is determined on
Slide 98: Remuneration policy for Management Board for 2017 (3/3)
REMUNERATION POLICY FOR THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN FOR 2017 (3/3) To take account of Mr de Puyfontaine's role at Telecom Italia and Mr Alix and Mr de Bailliencourt's roles at the Bolloré group, the Supervisory Board, in its 15 February 2018 meeting, based on a proposal by the Corpor
Slide 99: Impact of rebalancing the remuneration of the Management Board
IMPACT OF REBALANCING THE REMUNERATION OF THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN As stated in the General Meeting of Shareholders of 25 April 2017, between 2016 and 2017 the fixed and variable portions of their remuneration and the long-term portion represented by performance share grants were
Slide 100: Remuneration of the Chairman of the Management Board in respect of 2017
REMUNERATION OF THE CHAIRMAN OF THE MANAGEMENT BOARD IN RESPECT OF 2017 – 6TH RESOLUTION The components of his remuneration for 2017 are in line with the remuneration policy for 2017 and are submitted to you for approval in accordance with article L. 225-100 II of the French Commercial Code: - Fixed
Slide 101: Remuneration of Management Board members in respect of 2017
REMUNERATION OF MANAGEMENT BOARD MEMBERS IN RESPECT OF 2017 – RESOLUTIONS 7-12 2017 variable remuneration limited to 75% of the fixed portion, lower than the 80% target, after the application of demanding, transparent, quantified and verifiable performance criteria (submitted to you for approval in
Slide 102: Remuneration policy for Management Board for 2018 (1/2)
REMUNERATION POLICY FOR THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN FOR 2018 – 14TH AND 15TH RESOLUTION (1/2) The policy is unchanged for 2018 1. Prorata adjustment of the fixed and variable portions of Mr Puyfontaine as Chairman and Messrs Alix and de Bailliencourt as members of the Management Boar
Slide 103: Remuneration policy for Management Board for 2018 (2/2)
REMUNERATION POLICY FOR THE MANAGEMENT BOARD'S MEMBERS AND CHAIRMAN FOR 2018 – 14TH AND 15TH RESOLUTION (2/2) For 2018, the fixed and variable portions of remuneration have been determined for Management Board members as follows: Fixed portion (in euros) Variable portion (in euros) Reference variabl
Slide 104: Contingent obligation with respect to supplementary pension plan
CONTINGENT OBLIGATION WITH RESPECT TO THE SUPPLEMENTARY PENSION PLAN FOR NEW MANAGEMENT BOARD MEMBERS – 16TH AND 17TH RESOLUTIONS The Supervisory Board appointed Messrs Alix and de Bailliencourt as Management Board members from 1st September 2017. Messrs Alix and de Bailliencourt are eligible for th
Slide 105: Performance shares, 27th resolution (1/2)
PERFORMANCE SHARES – 27TH RESOLUTION (1/2) All performance share grants are subject to demanding, transparent, quantified and verifiable performance conditions, measured over a 3-year period, and vest 5 years after they are granted: Internal objectives (70%): - Operating income (group EBIT): 35% - O
Slide 106: Performance shares, 27th resolution (2/2)
PERFORMANCE SHARES – 27TH RESOLUTION (2/2) The authorisation you are asked to approve consists of the same elements as those approved in 2016: - 1% of the share capital over a 3-year period (0.33% per year) - Annual limit equal to 0.035% of the share capital for Management Board members - 5-year loc
Slide 107: Remuneration policy for Supervisory Board members for 2018
REMUNERATION POLICY FOR SUPERVISORY BOARD MEMBERS FOR 2018 – 13TH RESOLUTION Maximum annual amount of attendance fees: €1.5 million, unchanged since the Combined General Meeting of Shareholders of 24 April 2008 Payment of a fixed amount of attendance fees depending on actual attendance at Board and
Slide 108: Amendment of the service contract with Dominique Delport
AMENDMENT OF THE SERVICE CONTRACT WITH DOMINIQUE DELPORT, MEMBER OF THE SUPERVISORY BOARD – 3RD RESOLUTION The contract was authorised by Vivendi's Supervisory Board in its 2 September 2015 meeting, for a term of five years starting on 1 October 2015, and was approved by the General Meeting of Sha
Slide 109: Employee share ownership, 28th and 29th resolutions
EMPLOYEE SHARE OWNERSHIP – 28TH AND 29TH RESOLUTIONS This year, Vivendi is carrying out a capital increase reserved for its employees, with a discount of 15%. The authorisation limit proposed to you this year remains 1% of the share capital. All of the Group's main subsidiaries in France have entere
Slide 110: Work done by the Audit Committee; Vivendi's CSR policy
WORK DONE BY THE AUDIT COMMITTEE VIVENDI'S CSR POLICY Cathia Lawson-Hall Chairman of the Audit Committee
Slide 111: Organisation of the Audit Committee
ORGANISATION OF THE AUDIT COMMITTEE 4 meetings mainly concerning the audit of the financial statements in the presence of the statutory auditors 4 members Periodic meetings organised by the Chairman of the Committee including 3 independent members Preparation of an annual work programme
Slide 112: Activities in 2017
ACTIVITIES IN 2017 The successful integration of Havas into the group's functional processes, particularly related to financial and tax reporting, cash management and internal audit Regular monitoring regarding the establishment of the compliance programme, a priority for Vivendi Specific measures
Slide 113: Our tasks for 2018
OUR TASKS FOR 2018 In addition to the half-year/full-year financial statements and to the changes in the group's scope and its full consolidation by the Bolloré group: Continuing occasional sessions on impairment, risk mapping, debt and pension liabilities Rolling out the compliance programme ac
Slide 114: Vivendi: a socially engaged group
VIVENDI: A SOCIALLY ENGAGED GROUP 80% of French people believe that: "companies that behave in an ethical and responsible way will be the ones that succeed economically in future" Taken from a Havas / Institut CSA - Observatoire des marques survey – January 2018
Slide 115: Vivendi: a socially engaged group
VIVENDI: A SOCIALLY ENGAGED GROUP Our CSR policy is based on the following major commitments: Promoting cultural diversity and supporting talent Facilitating access to ambitious, high-quality content Supporting local development Assisting and protecting young people in relation to their digi
Slide 116: Work done by the CSR Committee
WORK DONE BY THE CSR COMMITTEE Paulo Cardoso Chairman of the CSR Committee
Slide 117: The Group's CSR Committee
THE GROUP’S CSR COMMITTEE Tasks To prepare for Board decisions and make recommendations on: the group's social and environmental issues employee-management dialogue and employee engagement social projects and corporate philanthropy programmes
Slide 118: CSR Committee: membership
CSR COMMITTEE: MEMBERSHIP 4 members Paulo Cardoso Cathia Lawson-Hall Member of the Supervisory Board Member of the Supervisory Board and representing employees and Chairman of Chairwoman of the Audit Committee the CSR Committee Sandrine Le Bihan Véronique Driot Member of the Supervisory Board Member
Slide 119: CSR Committee: work
CSR COMMITTEE: WORK Two annual meetings ahead of Supervisory Board meetings Monthly meetings organised by the Committee's Chairman Preparation of an annual work programme around a given theme (2018: diversity)
Slide 120: Vivendi
vivendi
Slide 121: Disclaimer
DISCLAIMER Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements with respect to Vivendi's financial condition, results of operations, business, strategy, plans, and outlook of Vivendi, including the impact of certain transactions and the payment