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Vivendi — Shareholder Meeting (April 2016)

105 slides from Vivendi's shareholder meeting presentation, Apr 21, 2016

  1. Slide 1: Combined Shareholders' Meeting, Paris, April 21, 2016

    COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  2. Slide 2: Vincent Bolloré, Chairman of the Supervisory Board

    Vincent Bolloré Chairman of the Supervisory Board COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  3. Slide 3: Arnaud de Puyfontaine, Chairman of the Management Board

    Arnaud de Puyfontaine Chairman of the Management Board Chief Executive Officer COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  4. Slide 4: Roadmap delivered

    Combined Shareholders' Meeting – Thursday April 21, 2016 Roadmap delivered ■ Financial results in line with forecasts ■ Disposal program completed on favorable terms ■ Significant shareholder returns announced ■ Targeted acquisitions and opportunistic investments ■ Increased cooperation between the

  5. Slide 5: Vivendi's profile

    Combined Shareholders' Meeting – Thursday April 21, 2016 Vivendi’s profile The Group’s three pillars New initiatives Key figures Headcount 16,395 Countries 60 Revenues €10.8bn (3) Income €1,061m (1) Adjusted net €697m (2) income (4) Dividend €3/share (1) Subject to the approval of the competent auth

  6. Slide 6: A world-class European media group

    Combined Shareholders' Meeting – Thursday April 21, 2016 A world-class European media group Revenues by geographic region Revenues by activity Music publishing PayTV Recorded music and mainland France merchandising Distribution Content PayTv international Films/Series FTA TV production and distribut

  7. Slide 7: Reinforced leadership in music

    Combined Shareholders' Meeting – Thursday April 21, 2016 Reinforced leadership in music ■ UMG is #1 worldwide in recorded music ■ Around 50 labels spanning the full musical spectrum ■ Albums among the 2015 top sellers Sam Smith - 2016 Oscars Nekfeu - 2016 Victoires de la Musique Taylor Swift - 2016

  8. Slide 8: International development drove television

    Combined Shareholders' Meeting – Thursday April 21, 2016 International development drove television ■ France ■ RoW Ø Fierce competition in the pay-TV segment Ø 5.5 million subscribers in 4 large markets including Africa Ø A growing free-to-air segment Ø Content tailored to each market 8

  9. Slide 9: A key player and partner for cinema

    Combined Shareholders' Meeting – Thursday April 21, 2016 A key player and partner for cinema ■ Studiocanal is Europe’s #1 film studio ■ A catalog of popular box-office hits ■ Invests €800 million in French and international cinema each year 9

  10. Slide 10: Accelerated development in content creation and distribution

    Combined Shareholders' Meeting – Thursday April 21, 2016 Accelerated development in content creation and distribution Creation Distribution Telecoms Cinema & Television Pay TV : * FTA TV: OTT : Digital: Musique & Live entertainment Video games Cultural goods ** * Subject to the approval of the compe

  11. Slide 11: Best-in-class platforms to fast-track distribution

    Combined Shareholders' Meeting – Thursday April 21, 2016 Best-in-class platforms to fast-track distribution ■ Dailymotion Dailymotion’s audience Ø France’s #1 website and one of the world’s leading digital platforms: 300 million people watch 3.5 Europe, Africa and Middle East billion videos each mo

  12. Slide 12: Investing in videogames

    Combined Shareholders' Meeting – Thursday April 21, 2016 Investing in videogames ■ Videogame segment is one of the most dynamic in the media industry ■ Mobile gaming is growing fast (c. 1/3 of videogame industry revenue) ■ Gameloft and Ubisoft are in line with Vivendi’s strategy 12

  13. Slide 13: Investing in content production companies

    Combined Shareholders' Meeting – Thursday April 21, 2016 Investing in content production companies ■ The goal: produce our own content and increase international productions Ø Banijay Group, one of the world’s largest independent television production and distribution companies, resulting from the

  14. Slide 14: Partnerships with telecom operators

    Combined Shareholders' Meeting – Thursday April 21, 2016 Partnerships with telecom operators ■ Telecom Italia Ø A foothold in a market where we share the same Latin culture 150 million subscribers worldwide Ø Support Telecom Italia over the long term in its development projects ■ Telefonica 300 mi

  15. Slide 15: High ambitions for TV in Southern Europe

    Combined Shareholders' Meeting – Thursday April 21, 2016 High ambitions for TV in Southern Europe ■ A strategic and industrial partnership with Mediaset ■ The terms*: exchange 3.5% of Vivendi’s share capital for 3.5% of Mediaset’s share capital and 100% of Mediaset Premium’s share capital ■ A partne

  16. Slide 16: Stepping up our presence in cultural content distribution

    Combined Shareholders' Meeting – Thursday April 21, 2016 Stepping up our presence in cultural content distribution ■ A plan to team up with Fnac*, a trendsetting distributor of cultural and leisure goods ■ A partnership to create long-term value: Ø Promote Vivendi’s cultural content via distributio

  17. Slide 17: Stéphane Roussel, Chief Operating Officer

    Stéphane Roussel Member of the Management Board Chief Operating Officer COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  18. Slide 18: UMG at the forefront of the digital transformation

    Combined Shareholders' Meeting – Thursday April 21, 2016 UMG at the forefront of the digital transformation ■ Streaming: the new growth driver in the music industry Revenues from streaming worldwide Paying streaming subscribers worldwide (in US$ millions) (in millions) 2850 68 2000 1500 41 1000 28 2

  19. Slide 19: UMG: growth opportunities in new territories

    Combined Shareholders' Meeting – Thursday April 21, 2016 UMG: growth opportunities in new territories ■ The music industry is concentrated in a handful of mature markets UMG revenues by geography (2015) c. 3% in BRICS 22% in the rest of the world c. 75% in 5 countries ■ Promising development prospec

  20. Slide 20: Canal+ Group: get Canal+ channels back on track

    Combined Shareholders' Meeting – Thursday April 21, 2016 Canal+ Group: get Canal+ channels in mainland France back on track ■ Fiercer competition from national and international newcomers ■ Skyrocketing costs for sports rights Canal+ channels** EBITA in France (in €m) ■ A shrinking subscriber base i

  21. Slide 21: Canal+ Group: a proposed agreement with beIN Sports

    Combined Shareholders' Meeting – Thursday April 21, 2016 Canal+ Group: a proposed agreement with beIN Sports ■ Under this proposed agreement, Canal+ will be beIN Sports’ exclusive distributor for 5 years Ø Customers: simpler access to a full range of sports content Ø Sports rights holders: no loss

  22. Slide 22: Canal+ France: execution of an extensive transformation plan

    Combined Shareholders' Meeting – Thursday April 21, 2016 Canal+ France: execution of an extensive transformation plan Rebuild offer value and adapt it to each customer segment Deliver savings and manage costs ■ A transformation plan crafted around two priorities: Ø Premium and original content Ø C

  23. Slide 23: Frédéric Crépin, General Counsel

    Frédéric Crépin Member of the Management Board General Counsel, Vivendi and Canal+ Group COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  24. Slide 24: Financing cinema and audiovisual production

    Combined Shareholders' Meeting – Thursday April 21, 2016 Financing cinema and audiovisual production ■ The #1 contributor to cinema and audiovisual production ■ Investments in European cinema Ø 12.5% of Canal+ revenues Ø 3.2% of D8 revenues ■ Investments in European audiovisual production Ø 3.6%

  25. Slide 25: A privileged partner of the cinema industry

    Combined Shareholders' Meeting – Thursday April 21, 2016 A privileged partner of the cinema industry ■ Studiocanal has one of the world’s largest catalogs ■ An agreement with the French cinema industry for 5 years ■ The Cannes Film Festival partnership renewed for 5 years 25

  26. Slide 26: CSR at the core of our strategy

    Combined Shareholders' Meeting – Thursday April 21, 2016 CSR at the core of our strategy ■ CSR contributes to value creation for the Group and its stakeholders ■ An integrated reporting process drives all-around performance ■ CSR criteria are included in the variable compensation of senior executive

  27. Slide 27: The Create Joy solidarity program

    Combined Shareholders' Meeting – Thursday April 21, 2016 The Create Joy solidarity program ■ Since 2008: Ø Its mission statement: help disadvantaged youths to find fulfillment in the Group’s fields of expertise (music, cinema, television, journalism and digital content) Ø Révélons vos talents supp

  28. Slide 28: Ongoing dialog with individual shareholders

    Combined Shareholders' Meeting – Thursday April 21, 2016 Ongoing dialog with individual shareholders ■ Events held throughout France for the Shareholders’ Club ■ A Shareholders’ Committee (10 members, 3 meetings a year) ■ A website tab specifically for individual shareholders ■ Shareholder newslette

  29. Slide 29: Update on the Liberty Media dispute

    Combined Shareholders' Meeting – Thursday April 21, 2016 Update on the Liberty Media dispute ■ Vivendi paid US$775 million (c. €700 million) to settle this lawsuit ■ A provision reversal of c. €245 million ■ This settlement is not to be construed as a concession by Vivendi of the validity of Liberty

  30. Slide 30: Simon Gillham, Chairman of Vivendi Village

    Simon Gillham Member of the Management Board Chairman of Vivendi Village COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  31. Slide 31: Vivendi Village: a family of high-potential small companies

    Combined Shareholders' Meeting – Thursday April 21, 2016 Vivendi Village: a family of high-potential small companies ■ Companies providing digital services and/or specializing in live entertainment and talents ■ The same entrepreneurial spirit ■ A lab for ideas and an opportunity to experiment 31

  32. Slide 32: CanalOlympia venues in Africa

    Assemblée générale mixte – Jeudi 21 avril 2016 CanalOlympia venues in Africa Identified territories for CanalOlympia 32

  33. Slide 33: CanalOlympia venues in Africa

    Assemblée générale mixte – Jeudi 21 avril 2016 CanalOlympia venues in Africa 33

  34. Slide 34: CanalOlympia venues in Africa

    Assemblée générale mixte – Jeudi 21 avril 2016 CanalOlympia venues in Africa 34

  35. Slide 35: Our business lines are geared towards talent development

    Combined Shareholders' Meeting – Thursday April 21, 2016 Our business lines are geared towards talent development TALENTS LIVE SHOW AUDIOVISUAL CUSTOMER & IPs BRANDS VENUES PRODUCTION BROADCAST TICKETING DATA MERCHANDISING PRODUCTION VIVDI TALENTS * * * Subject to the approval of the competent autho

  36. Slide 36: Dominique Delport, Chairman of Vivendi Content

    Dominique Delport Chairman of Vivendi Content COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  37. Slide 37: Content is King, Distribution is Queen

    : Sei ; Content is xing Distribution is Queen

  38. Slide 38: Internet platforms by market value and revenue

    Region 2015 Market Value ($B) 2014 Revenue ($MM) $764 $199,800 373 66,001 233 11,417 226 12,466 199 88,988 190 12,727 73 17,902 72 7,909 Priceline Group 63 8,442 Salesforce.com 49 5,374 JD.com 48 18,543 Yahoo! 41 4,618 Netflix 38 5,505 Linkedin 25 2,219 Twitter 24 1,403 Yahoo! Japan Japan 23 3,441 R

  39. Slide 39: 8 USA, 7 Asia

    8&8 USA, 7ASIA

  40. Slide 40: Strategic need to support and promote European, Latin content platforms

    Strategic need to support & promote european, latin content platforms canat “wuss PPLAY PX VAN msccancrun

  41. Slide 41: Our first Vivendi content initiative is Studio+

    our first vivendi content initiativeis SUDO

  42. Slide 42: Global smartphone users

    2.596 global smartphone users

  43. Slide 43: Next smartphone users

    7. a5 oa os = - 4 e aa Pe z ——_—_ next smartphone > users 2020

  44. Slide 44: Users watch short video daily

    60% users watch short video daily

  45. Slide 45: Gen Y video time is spent on mobile

    GenY video time is spent on mobile

  46. Slide 46: Filtered video and stories per day

    filtered video & stories per day

  47. Slide 47: There is still no premium content that is mobile first

    there is stillno premium content that is mobile Ist

  48. Slide 48: Premium short entertainment content is a big opportunity

    premium short entertainment content is a big opportunity to create value on mobile networks.

  49. Slide 49: Mobile first, mobile only

    : ame Pi Mobile first , Mobile only. we reveal today the first mobile service for short entertainment content.

  50. Slide 50: Series per week

    1 serie per week

  51. Slide 51: A new video service for telcos

    A New Vidéo Service for Telcos

  52. Slide 52: Countries, language zones

    20 countries, 6 6 language zones

  53. Slide 53: Europe: Latin culture projects, 60 series in development

    Europe Latin cultur 750 projects, 6O series in development

  54. Slide 54: Slide 54

  55. Slide 55: Countries of origin of Studio+ projects

    argentina bolivia canada colombia cuba denmark italy iceland mexico morocco peru thailand uk ukraine usa

  56. Slide 56: First premium series shot in vertical video

    and Monaco for the first premium serie shot in vertical video with immersive audio technology. ORIGINAL SERIES in partnership with % SAVE FERRIS & SNAPCHAT

  57. Slide 57: Original series credits

    (e) pENsS0srs BORSALINO!PR mae WISE ENTER DIRECTOR CAMERA), /[274'.' 4 - [21,72] ohale)y, a7 Proauce >| = F

  58. Slide 58: Original series

    ‘ORIGINAL SERIES ORIGINAL SERIES A British 1 8-yearold facing teenage crisis is sent by his mother to Morocco in a surf camp. A life-changing experience. > Kill SKiIIS a A SIA ow

  59. Slide 59: Launch Sept-Oct 2016 with telco partners

    sept-oct 2016 with telco partners.

  60. Slide 60: Press coverage of Studio+

    Télérama* STUDIO + A PETITS ECRANS. GRANDS MOYENS VARIETY Editions: US ° 5 a FILM + DIGITAL + | CONTENDERS + VIDEO + DIRT + MipTV: Vivendi Rolls Out Studic Mobile-Ready Series By Elsa Keslassy, john Hopewell 3 | + | Studio+, un nouveau format de séries pour mobiles lancé par Vivendi VIVENDI REINVENT

  61. Slide 61: Studio+: first integrated project with Vivendi Content assets

    STUDIO’ » first integrated project with vivendi content assets

  62. Slide 62: Hervé Philippe, Chief Financial Officer

    Hervé Philippe Member of the Management Board Chief Financial Officer COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  63. Slide 63: Consolidated Financial Statements

    Consolidated Financial Statements

  64. Slide 64: 2015 key results

    Combined Shareholders' Meeting – Thursday April 21, 2016 2015 key results % change % underlying change* year-on-year year-on-year * At constant perimeter and constant currency 64 ** non GAAP measures

  65. Slide 65: Revenues

    Combined Shareholders' Meeting – Thursday April 21, 2016 Revenues Constant perimeter In euro millions 2014 2015 Change and constant currency Universal Music Group 4,557 5,108 + 12.1% + 2.7% Canal+ Group 5,456 5,513 + 1.1% + 0.2% Vivendi Village 96 100 + 3.5% - 9.6% New Initiatives - 43 Intercompany

  66. Slide 66: Income from operation (IFO)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Income from operation (IFO) Constant perimeter In euro millions 2014 2015 Change and constant currency Universal Music Group 606 626 + 3.2% - 0.6% Canal+ Group 618 542 - 12.2% - 13.1% Vivendi Village (34) 10 na na New Initiatives - (18) Person

  67. Slide 67: Adjusted earnings before interest and taxes (EBITA)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Adjusted earnings before interest and taxes (EBITA) Constant perimeter In euro millions 2014 2015 Change and constant currency Universal Music Group 565 593 + 5.0% + 1.0% Canal+ Group 583 454 - 22.1% - 23.0% Vivendi Village (79) 9 na na New In

  68. Slide 68: UMG

    Combined Shareholders' Meeting – Thursday April 21, 2016 UMG n UMG resumes growth and EBITA increase Change in revenue* EBITA (in euro millions) -0,6% -3,3% -3,8% 2012 2013 2014 2015 2012 2013 2014 2015 * At constant perimeter and constant currency 68

  69. Slide 69: Canal+

    Combined Shareholders' Meeting – Thursday April 21, 2016 Canal+ n Continuous increase of the operational losses of Canal+ channels* in France since 2012, which has been impacting the Canal+ Group’s profitability Canal+ Group Canal+ Group Canal+ channels in France Revenue (in euro millions) EBITA (i

  70. Slide 70: Adjusted profit and loss

    Combined Shareholders' Meeting – Thursday April 21, 2016 Adjusted profit and loss Constant perimeter In euro millions 2014 2015 % and constant currency Revenues 10,089 10,762 + 6.7% + 1.4% Income from operations 1,108 1,061 - 4.3% - 5.9% EBITA 999 942 - 5.7% - 7.4% Income from equity affiliates (18)

  71. Slide 71: Consolidated profit and loss (IFRS)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Consolidated profit and loss (IFRS) In euro millions 2014 2015 % Revenues 10,089 10,762 + 6.7% Cost of revenues (6,121) (6,555) Selling, general and administrative expenses excluding amortization (2,865) (3,163) of intangible assets acquired t

  72. Slide 72: Consolidated balance sheet

    Combined Shareholders' Meeting – Thursday April 21, 2016 Consolidated balance sheet In euro millions * Including non-controlling interests 72

  73. Slide 73: Cash flow from operations (CFFO)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Cash flow from operations (CFFO) In euro millions CFFO before capex, net CFFO 2014 2015 Change In euro millions 2014 2015 Change 471 620 + 31.5% Universal Music Group 425 567 + 33.3% 721 653 - 9.4% Canal+ Group 531 472 - 11.1% (37) (3) + 92.8%

  74. Slide 74: Net cash at year-end 2015

    Combined Shareholders' Meeting – Thursday April 21, 2016 Net cash at year-end 2015 In euro millions Net Cash CFFO before Interest & taxes Acquisitions Distribution to Net Cash Dec. 31, 2014 Capex Capex, net paid and other Disposals investments Share buyback shareholders Other Dec. 31, 2015 -3.3 -0.7

  75. Slide 75: Statutory Financial Statements Vivendi SA

    Statutary Financial Statements Vivendi SA

  76. Slide 76: Balance sheet

    Combined Shareholders' Meeting – Thursday April 21, 2016 Balance sheet in euro millions December 31, December 31, Assets Equity and liabilities 2015 2015 Long term investments 20,697 Share capital 7,526 Additional paid-in capital 10,156 Reserves 749 Retained earnings 1,489 Earnings of the year 2,827

  77. Slide 77: Statement of earnings

    Combined Shareholders' Meeting – Thursday April 21, 2016 Statement of earnings 2014 2015 in euro millions Operating income 77 47 Operating expenses (284) (173) Loss from operations (207) (126) Financial income 12 776 Financial provisions (255) (56) Other financial results (128) 16 Financial income (

  78. Slide 78: Allocation of earnings

    vivendi Allocation of earnings

  79. Slide 79: Allocation of 2015 earnings

    Combined Shareholders' Meeting – Thursday April 21, 2016 Allocation of 2015 earnings n Proposal to Annual Shareholders’ Meeting of an ordinary dividend of €3 in respect of fiscal year 2015, comprising: Ø €0.20 relating to the Group’s business performance, for c. €264 million, i.e., a pay-out on co

  80. Slide 80: Return to shareholders

    Combined Shareholders' Meeting – Thursday April 21, 2016 Return to shareholders n Since 2014, Vivendi has paid dividends in the aggregate amount of €5.4 billion… Ø 1 euro per share in 2014 Ø 2 euros per share in 2015* Ø 1 euro per share in February 2016** n … and committed to pay another 1 euro

  81. Slide 81: Baudouin Griton, Statutory Auditor

    Baudouin Griton Statutory Auditor COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

  82. Slide 82: Combined Shareholders' Meeting: ordinary and extraordinary meetings

    Combined Shareholders' Meeting – Thursday April 21, 2016 Combined COMBINED Shareholders’ SHAREHOLDERS’meetingMEETING ORDINARY SHAREHOLDERS’ MEETING § Report on the annual financial statements § Report on the consolidated financial statements § Report on related-party agreements and commitments §

  83. Slide 83: Ordinary Shareholders' meeting: financial statements reports

    Combined Shareholders' Meeting – Thursday April 21, 2016 Ordinary Shareholders’ meeting REPORT ON THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS FIRST RESOLUTION: ANNUAL FINANCIAL STATEMENTS OF VIVENDI S.A. § Pages 281-282 of the Annual Report § In our opinion, the financial statements give a tr

  84. Slide 84: Report on related-party agreements and commitments

    Combined Shareholders' Meeting – Thursday April 21, 2016 Combined ORDINARYShareholders’ SHAREHOLDERS’meetingMEETING REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS THIRD RESOLUTION: RELATED PARTY AGREEMENTS AND COMMITMENTS § Pages 321-323 of the Annual Report § In accordance with Article L.225-

  85. Slide 85: Ordinary Shareholders' meeting: related-party agreements

    Combined Shareholders' Meeting – Thursday April 21, 2016 Ordinary Shareholders’ meeting REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS THIRD RESOLUTION: RELATED PARTY AGREEMENTS AND COMMITMENTS § Other agreements and commitments authorized in prior years, which continued to apply during 2015, a

  86. Slide 86: Report on the Chairman of the Supervisory Board's report

    Combined Shareholders' Meeting – Thursday April 21, 2016 Ordinary Shareholders’ meeting REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L.225-23 OF THE FRENCH COMMERCIAL CODE, ON THE REPORT PREPARED BY THE CHAIRMAN OF THE SUPERVISORY BOARD Page 167 of the Annual Report § We have no matters to report on

  87. Slide 87: Report on societal, social and environmental information

    Combined Shareholders' Meeting – Thursday April 21, 2016 Ordinary Shareholders’ meeting REPORT ON THE CONSOLIDATED SOCIETAL, SOCIAL AND ENVIRONMENTAL INFORMATION PRESENTED IN THE MANAGEMENT REPORT § Pages 98-99 of the Annual Report § We attest that the required CSR information is present, within t

  88. Slide 88: Extraordinary Shareholders' meeting: reports on capital transactions

    Combined Shareholders' Meeting – Thursday April 21, 2016 Extraordinary Shareholders' meeting REPORTS ON CAPITAL TRANSACTIONS DELEGATION OF AUTHORITY/ AUTHORIZATION TO BE GIVEN TO THE MANAGEMENT BOARD § 16th resolution Share capital reduction by the cancellation of shares § Share capital increase b

  89. Slide 89: Extraordinary Shareholders' meeting: no matters to report

    Combined Shareholders' Meeting – Thursday April 21, 2016 Extraordinary Shareholders' meeting REPORTS ON CAPITAL TRANSACTIONS DELEGATION OF AUTHORITY / AUTHORIZATION TO BE GIVEN TO THE MANAGEMENT BOARD We have no matters to report on these transactions, which comply with the provisions of the French

  90. Slide 90: Cathia Lawson-Hall, Chairwoman of the Audit Committee

    Cathia Lawson-Hall Member of the Supervisory Board Chairwoman of the Audit COMBINED SHAREHOLDERS’ MEETING Committee Paris – Thursday April 21, 2016

  91. Slide 91: Audit Committee governance and functioning

    Combined Shareholders' Meeting – Thursday April 21, 2016 Audit Committee governance and functioning ■ This Committee is governed by the Supervisory Board’s internal rules ■ It has 6 members (incl. 5 independent members) and meets 4 or 5 times a year ■ Audit Committee meeting minutes are submitted to

  92. Slide 92: The Audit Committee's main focus areas (1/4)

    Combined Shareholders' Meeting – Thursday April 21, 2016 The Audit Committee’s main focus areas (1/4) ■ Examines the Group’s financial position and available cash ■ Reviews the annual, semi-annual and quarterly financial statements: Ø Accounting of new subsidiaries (Dailymotion) and equity interest

  93. Slide 93: The Audit Committee's main focus areas (2/4)

    Combined Shareholders' Meeting – Thursday April 21, 2016 The Audit Committee’s main focus areas (2/4) ■ Analyzes risks and the audit program Ø An annual meeting to review the key risks and control mechanisms in the Group, and hedging in Group entities, over the 5 past years Ø Reviews and approves

  94. Slide 94: The Audit Committee's main focus areas (3/4)

    Combined Shareholders' Meeting – Thursday April 21, 2016 The Audit Committee’s main focus areas (3/4) ■ Post-acquisition audits on all Group investments exceeding €15 million (conducted by the Audit Committee and Internal Audit department): Ø c. 6 months after takeover: assesses procedures and inte

  95. Slide 95: The Audit Committee's main focus areas (4/4)

    Combined Shareholders' Meeting – Thursday April 21, 2016 The Audit Committee’s main focus areas (4/4) ■ Reviews tax-related risks and changes in France’s tax laws and regulations ■ Examines the principal disputes, developments in proceedings and the related provisions ■ Reviews insurance coverage ■

  96. Slide 96: Stepping up the CSR policy

    Combined Shareholders' Meeting – Thursday April 21, 2016 Stepping up the CSR policy ■ The Audit Committee’s CSR-related work in 2016: Ø An Integrated Reporting process creating value for the Group and its stakeholders Ø Respect for human rights within Vivendi’s sphere of influence 96

  97. Slide 97: Philippe Bénacin, Vice-Chairman of the Supervisory Board

    Philippe Bénacin Vice-Chairman of the Supervisory Board Chairman of the Corporate Governance, Nominations and Remuneration COMBINED SHAREHOLDERS’ MEETING Committee Paris – Thursday April 21, 2016

  98. Slide 98: Compensation policy (1/2)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Compensation policy (1/2) ■ Vivendi’s compensation policy: Ø Aims to align company executive compensation with shareholders’ interests Ø Applies the recommendations in the AFEP/MEDEF Code of Corporate Governance for Publicly Traded Companies

  99. Slide 99: Compensation policy (2/2)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Compensation policy (2/2) ■ Its two cornerstones: Ø A fixed component in line with CAC 40 company standards and a variable component capped at 150% for Management Board members Ø Stringent quantitative and qualitative objectives to determine

  100. Slide 100: Performance shares (1/2)

    Combined Shareholders' Meeting – Thursday April 21, 2016+ Performance shares (1/2) ■ Grants of performance shares are subject entirely to the achievement of performance targets over a 3-year vesting period and become available at the end of an additional 2- year retention period: Ø Internal targets

  101. Slide 101: Performance shares – Nineteenth Resolution (2/2)

    Combined Shareholders' Meeting – Thursday April 21, 2016 Performance shares – Nineteenth Resolution (2/2) ■ The authorization submitted to this Shareholders’ Meeting: Ø 1% of the share capital over a 3-year period Ø The number of performance shares granted annually to members of the Management Boa

  102. Slide 102: The Macron Law on the supplemental retirement plan

    Combined Shareholders' Meeting – Thursday April 21, 2016 The “Macron” Law on the supplemental retirement plan Tenth and Eleventh Resolutions ■ The new provisions in the “Macron” law apply to Messrs. Crépin and Gillham, who were appointed to the Management Board after the law entered into force ■ Und

  103. Slide 103: Employee shareholding – Twentieth and Twenty-First Resolutions

    Combined Shareholders' Meeting – Thursday April 21, 2016 Employee shareholding – Twentieth and Twenty-First Resolutions Vivendi is undertaking a capital increase reserved to employees this year, with a 15% discount to the share price ■Employees can hold shares in two mutual funds: Ø Opus Vivendi (f

  104. Slide 104: Incentives and profit sharing

    Combined Shareholders' Meeting – Thursday April 21, 2016 Incentives and profit sharing ■ All main Group subsidiaries in France have incentive and/or profit-sharing agreements that benefit all their employees ■ In 2015, a total of €35.8 million was received by employees under profit-sharing plans, in

  105. Slide 105: Combined Shareholders' Meeting, Paris, April 21, 2016

    COMBINED SHAREHOLDERS’ MEETING Paris – Thursday April 21, 2016

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