Vivendi Se · EURONEXT:VIV
Vivendi — Shareholder Meeting (April 2023)
115 slides from Vivendi's shareholder meeting presentation, Apr 24, 2023
Slide 1: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 2: François Laroze, Chief Financial Officer
François Laroze Chief Financial Officer
Slide 3: A Year of Double-Digit Growth
2022 Revenue €9.6 billion +10.1% A YEAR OF EBITA of controlled DOUBLE-DIGIT businesses €646 million +10.0% GROWTH Group EBITA* €868 million +35.6% FINANCES Adjusted net income, excluding €677 million +19.4% TI** Headcount 38,315 +7.0% * Including the share of net earnings of UMG and Lagardère ** Exc
Slide 4: Leading Assets: 2022 Revenue
LEADING ASSETS Ticketing & Live €5,870 M €360 M €321 M €2,765 M €320 M FINANCES 2022 revenue* * Excluding the elimination of intersegment transactions (-€44 million) and Generosity and Solidarity revenue (€3 million) Combined General Shareholders’ Meeting April 24, 2023 4
Slide 5: Diversified Portfolio of Financial Assets
DIVERSIFIED PORTFOLIO OF FINANCIAL ASSETS Total value* 10.0% 20.8% ~€9 billion 57.7% 9.5% ** FINANCES 17.0% 30.3% Dividends received (in 2022) *** **** €196 million 20.8% 1.0% * Ownership percentage as of Dec. 31, 2022, and market value as of April 5, 2023 ** 22.81% of the voting rights pending appr
Slide 6: Footprint in 79 Countries with 38,315 Employees
FOOTPRINT IN 79 COUNTRIES WITH 38,315 EMPLOYEES* *2022 headcount 5,132 11,721 10,291 North France Europe 5,331 America Middle East (excluding France) Asia Pacific 27% 13% 31% 3,189 14% Central and 2,651 Africa Latin America 8% 7% Combined General Shareholders’ Meeting April 24, 2023 6
Slide 7: Customers Across 5 Continents, Revenue of €9.6 Billion
CUSTOMERS ACROSS 5 CONTINENTS, REVENUE OF €9.6 BILLION* *2022 revenue €4,413 M €2,352 M France Europe (excluding France) €475 M Asia-Pacific 24% 46% €1,410 M 5% Americas €945 million Africa 15% 10% Combined General Shareholders’ Meeting April 24, 2023 7
Slide 8: Very Robust Financial Situation
VERY ROBUST FINANCIAL SITUATION AS OF DECEMBER 31, 2022 Net debt €0.9 billion Cash Flow From Operations €0.6 billion (CFFO) FINANCES Shareowners’ equity €17.4 billion Available credit facilities €2.8 billion Combined General Shareholders’ Meeting April 24, 2023 8
Slide 9: Net Debt Evolution
NET DEBT EVOLUTION (in euro billions) Shareholder DIVIDEND (-€0.3 billion) returns SHARE BUYBACKS (-€0.3 billion) +0.6 Financial +0.3 -0.6 investments CFFO FINANCES Net debt as of Dec 31, 2022 Net cash as of Dec. 31, 2021 Interest, -1.1 tax and other -0.1 -0.9 Combined General Shareholders’ Meeting
Slide 10: Revenue Growth Driven by Havas, Canal+ and Gameloft
REVENUE GROWTH DRIVEN BY HAVAS, CANAL+ AND GAMELOFT € millions 2021 2022 Δ (%) Canal+ Group 5,770 5,870 +1.7% Havas 2,341 2,765 +18.1% Prisma Media 194 320 na* Gameloft 265 321 +21.2% FINANCES Ticketing & Live (Vivendi Village) 102 238 X2.3 New initiatives 89 122 +37.2% Generosity and solidarity 2 3
Slide 11: EBITA of Controlled Businesses
EBITA OF CONTROLLED BUSINESS DRIVEN BY HAVAS AND CANAL+ GROUP’S PERFORMANCES € millions 2021 2022 Δ (%) Canal+ Group 480 515 +7.3% Havas 239 286 +19.7% Prisma Media 20 31 na* Gameloft 8 12 +46.3% Ticketing & Live (Vivendi Village) (8) (6) FINANCES New initiatives (30) (46) Generosity and solidarity
Slide 12: Canal+ Group in 2022
CANAL+ GROUP IN 2022 Growth of subscriber base to 25.5 million MyCanal: a unique user experience in France, deployed in 30 countries EBITA: €515 million Headcount: 7,600 International development StudioCanal: leading French distributor of the year with 8.9 million tickets sold Combined G
Slide 13: Havas in 2022
HAVAS IN 2022 7% organic growth ~40 % of net revenue in North America Worldwide Leader in Healthcare & Wellness Communication EBITA: €286 million Headcount: 22,000 Active M&A strategy with the acquisition of 8 controlling stakes ~1,400 creative awards given to agencies around the world
Slide 14: Ticketing & Live, Prisma Media, Gameloft, New Initiatives
International footprint Ticketing & Live 39 million tickets sold (vs 27 million in 2021) 35% digital revenue (+4pts vs. 2021) Successful launch of Harper’s Bazaar 2022 revenue: +30% Record audience boosted by existing and new businesses Successful strategy pivot towards multiplatform games Further r
Slide 15: Vivendi SE's 2022 statutory results and allocation of earnings
Vivendi SE’s 2022 statutory results and allocation of earnings
Slide 16: 2022 Statutory Earnings
2022 STATUTORY EARNINGS € million 2022 Operating income (166) Dividends received 263 Impairment and other financial items (1,466) FINANCES Net financial income (1,203) Exceptional income (19) Income tax 110 Earnings (1,278) Earnings excluding Telecom Italia* 357 * Additional impairment charge on TI
Slide 17: 2022 Allocation of Earnings
2022 ALLOCATION OF EARNINGS € million 2022 Retained earnings 2,161 2022 earnings (1,278) Available portion of the legal reserve 143 FINANCES Total distributable earnings 1,026 Allocation Dividend (€0.25 per share) 256 Retained earnings 770 Total 1,026 * Ex-dividend date of April 25, 2023 and dividen
Slide 18: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 19: Cathia Lawson-Hall, Chairwoman of the Audit Committee
Cathia Lawson-Hall Chairwoman of the Audit Committee
Slide 20: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 21: Claire Pajona, Statutory Auditor E&Y
Claire Pajona Statutory Auditor E&Y
Slide 22: Statutory Audit Engagement
STATUTORY AUDIT ENGAGEMENT OUR MAIN ASSIGNMENTS WERE AS FOLLOWS: Certification of the financial statements Certification of the consolidated financial of Vivendi SE for FY 2022 statements of Vivendi SE for FY 2022 Page 424 of the Universal Registration Document: Page 318 of the Universal Registratio
Slide 23: Information Provided to Management and Governance Bodies
STATUTORY AUDIT ENGAGEMENT OBJECTIVE INFORMATION PROVIDED TO MANAGEMENT AND GOVERNANCE BODIES In accordance with the professional standards, our objective was to obtain reasonable assurance Summary of our work to the Management Board that the consolidated and the statutory financial meeting on 6 M
Slide 24: Justification of Assessments – Key Audit Matters
REPORTS ON THE 2022 CONSOLIDATED FINANCIAL STATEMENTS AND 2022 FINANCIAL STATEMENTS OF VIVENDI SE JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS The justification of our assessments and the key audit matters concern the estimates and judgments relating to: The 2022 financial statements of Vivend
Slide 25: Opinion on the Financial Statements
REPORTS ON THE 2022 CONSOLIDATED FINANCIAL STATEMENTS AND 2022 FINANCIAL STATEMENTS OF VIVENDI SE OPINION ON THE FINANCIAL STATEMENTS OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS Report on the financial statements on page 424 of the Universal Registration Document, mentioned in the first Report
Slide 26: Other Specific Verifications
REPORTS ON THE 2022 CONSOLIDATED FINANCIAL STATEMENTS AND 2022 FINANCIAL STATEMENTS OF VIVENDI SE OTHER SPECIFIC VERIFICATIONS We have no matters to report on the information relating to the Group published in the Management Board’s report or those relating to other legal and regulatory obligations.
Slide 27: Special Report on Related Party Agreements
SPECIAL REPORT ON RELATED PARTY AGREEMENTS SPECIAL REPORT ON RELATED PARTY NEW AGREEMENTS IN 2022 AGREEMENTS We have not been notified of any agreements entered into Special report on related party agreements on page 455 and authorized during the year ended 31 December 2022 of the Universal Registra
Slide 28: Agreements Approved in Prior Years Which Continued
SPECIAL REPORT ON RELATED PARTY AGREEMENTS AGREEMENTS APPROVED IN PRIOR YEARS WHICH CONTINUED IN THE YEAR ENDED 31 DECEMBER 2022 The agreement authorized by the Supervisory The agreement authorized by the Supervisory Board on 28 July 2021 and submitted for the Board on 15 September and 18 Novemb
Slide 29: Agreements Approved in Prior Years Not Implemented
SPECIAL REPORT ON RELATED PARTY AGREEMENTS AGREEMENTS APPROVED IN PRIOR The agreement authorized by the Supervisory Board YEARS WHICH WERE NOT on 3 May 2021 and submitted for the approval of the IMPLEMENTED DURING THE YEAR Shareholders’ Meeting on 22 June 2022 was not ENDED 31 DECEMBER 2022 implem
Slide 30: Reports Issued on the Extraordinary Resolutions
REPORTS ISSUED ON THE EXTRAORDINARY RESOLUTIONS OTHER REPORTS ISSUED ON THE We have no matters to report on the reports issued on EXTRAORDINARY RESOLUTIONS the proposed authorizations and delegation of powers in order to: Cancel the shares purchased by the Company, up to a maximum of 10% of your
Slide 31: Reports Issued on the Extraordinary Resolutions (continued)
REPORTS ISSUED ON THE EXTRAORDINARY RESOLUTIONS OTHER REPORTS ISSUED ON THE We have no matters to report on the reports issued EXTRAORDINARY RESOLUTIONS on the proposed delegation of authority in order to: Issue ordinary shares or any marketable securities giving access to the share capital of y
Slide 32: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 33: Arnaud de Puyfontaine, Chairman of the Management Board
Arnaud de Puyfontaine Chairman of the Management Board
Slide 34: Another Year of Double-Digit Growth
2022 ANOTHER YEAR OF DOUBLE-DIGIT GROWTH REVENUE: GROUP EBITA: +10.1%* +35.6%* ACCELERATION OF OUR STRATEGIC PLAN * Compared to 2021 Combined General Shareholders' Meeting April 24, 2023 34
Slide 35: Transformation Capabilities
TRANSFORMATION CAPABILITIES Combined General Shareholders' Meeting April 24, 2023 35
Slide 36: No.1 Multiplatform Game
TRANSFORMATION CAPABILITIES NO.1 MULTIPLATFORM GAME Combined General Shareholders' Meeting April 24, 2023 36
Slide 37: Investment in Quality Content
INVESTMENT IN QUALITY CONTENT EUROPE’S €3.5 billion LARGEST IN PROGRAM FILM LIBRARY FINANCING IN 2022 Combined General Shareholders' Meeting April 24, 2023 37
Slide 38: Powerful Brands
POWERFUL BRANDS Combined General Shareholders' Meeting April 24, 2023 38
Slide 39: Long-Term Value Creation
LONG-TERM VALUE CREATION JUNE 24, 2014 – DECEMBER 30, 2022 | DIVIDENDS REINVESTED* 1 Vivendi share, dividends reinvested = €44.33 on December 30, 2022, x2.3 1 Vivendi share = €19.18 on June 24, 2014 24/6/14 24/12/14 24/6/15 24/12/15 24/6/16 24/12/16 24/6/17 24/12/17 24/6/18 24/12/18 24/6/19 24/12/19
Slide 40: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 41: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023 41
Slide 42: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 43: A Strategy Based on Five Key Pillars
A STRATEGY BASED ON FIVE KEY PILLARS 1 COST MANAGEMENT 2 LONG-TERM RIGHTS 3 DIGITAL 4 AGGREGATION 5 A YOUNG TARGET AUDIENCE €1.2 billion Specifically of savings targeted over 3 years programs 2,000 in France channels Specifically €0.4 billion targeted of cost savings 100 M offerings in C+I of invest
Slide 44: Growth in All Our Key Metrics
GROWTH IN ALL OUR KEY METRICS +2 +8 % €5,870 M % 25.5 M €5,770 M +7 23.7 M % 515 M €480 M 2021 2022 2021 2022 2021 2022 SUBSCRIBER BASE REVENUE EBITA
Slide 45: Strong Growth Momentum Since 2016
STRONG GROWTH MOMENTUM SINCE 2016 25.5 M 5,870 M 515 M€ 22.1 M 435 M€ 5,498 M 400 M€ 17.2 M 14.5 M 5,253 M 5,166 M 240 M€ 2016 2018 2020 2022 2016 2018 2020 2022 2016 2018 2020 2022 SUBSCRIBER BASE REVENUE EBITA
Slide 46: 25.5 Million Subscribers Across 3 Continents
25.5 MILLION SUBSCRIBERS ACROSS 3 CONTINENTS 16.7 M 7.6 M 1.2 M EN EUROPE EN AFRIQUE EN ASIE-PACIFIQUE
Slide 47: And Local Production Companies
AND LOCAL PRODUCTION COMPANIES PAY-TV PAY-TV AND/OR CONTENT PRODUCTION
Slide 48: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 49: 73 Havas Villages Around the World
73 Havas Villages around the world GLOBAL HUB VILLAGES 120+ countries with local teams VILLAGES CENTERS OF EXCELLENCE 22,000+ people FRANCE (PARIS) CANADA (CX) US CHINA (NEW YORK) UK (SHANGHAI) (LONDON) SINGAPORE COSTA RICA (ART/DESIGN) BRAZIL (SAŌ PAULO) ARGENTINA (CX/DATA) INDIA (MUMBAI) Combined
Slide 50: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 51: Our Ambition: The European Champion of Desirable Media Brands
OUR AMBITION Become THE EUROPEAN CHAMPION of desirable media brands Combined General Shareholders' Meeting April 24, 2023 51
Slide 52: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 53: 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
Slide 54: Compensation of Corporate Officers
2022 General vote for all of Vivendi’s corporate officers (5th resolution) COMPENSATION OF CORPORATE Compensation of the Chairman of the Supervisory Board (6th resolution) OFFICERS Compensation of the Chairman of the Management Board (7th resolution) (5TH TO 17TH Compensation of Management B
Slide 55: Remuneration Policy for 2023
REMUNERATION POLICY FOR 2023 (18TH TO 20TH RESOLUTIONS) Continuation of improvements made CHAIRMAN AND MEMBER OF THE in recent years, including: SUPERVISORY BOARD No Vivendi shares awarded in respect of (18TH RESOLUTION) share-price performance if it is lower than the index median (Stoxx Europe
Slide 56: Governance Changes
SUPERVISORY BOARD: GOVERNANCE CHANGES Renewal of the term of office of Cyrille Bolloré (21st resolution) (21ST AND 22ND Appointment of Sébastien Bolloré (22nd resolution) RESOLUTIONS) → Independence (55%) and gender parity (55%) rates maintained Combined General Shareholders' Meeting April 24, 2
Slide 57: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 58: Céline Merle-Béral, Member of the Management Board
Céline Merle-Béral Member of the Management Board Chief of HR Strategy and Corporate Culture at Vivendi
Slide 59: International Expansion
INTERNATIONAL EXPANSION x 5 vivendi
Slide 60: International Expansion: Workforce by Geographical Zone
INTERNATIONAL EXPANSION WORKFORCE BY GEOGRAPHICAL ZONE Total headcount 38,315 EUROPE NORTH AMERICA 22,012 5,132 ASIA-PACIFIC 5,331 AFRICA 2,651 SOUTH AND CENTRAL AMERICA 3,189 Combined General Shareholders' Meeting April 24, 2023 60
Slide 61: International Expansion: New Staff Recruited in 2022
INTERNATIONAL EXPANSION Number of new staff members recruited in 2022 Increase in headcount between 2021 and 2022: 2,404 or 6.7% Change Dec. 2021 Dec. 2022 Number Percentage North America 4,662 5,132 +470 +10.1% South and Central America 2,894 3,189 +295 +10.2% Europe 20,950 22,012 +1,062 +5.1% Of w
Slide 62: Intra-Group Transfers vs. Headcount
INTRA-GROUP TRANSFERS VS. HEADCOUNT 2021-2022 2021 2022 Increase in transfers Transfers Transfers between and Transfers Transfers between and between and within Headcount within Headcount within business within business within business segments companies segments companies segments VIVENDI TOTAL 231
Slide 63: Transformation
TRANSFORMATION
Slide 64: Transformation: Staff Turnover and Remote Working
TRANSFORMATION Group voluntary staff turnover 2022: 17.5% Voluntary staff turnover: France and international France International Group TOTAL 7,9% 21.9% 17.5% Voluntary staff turnover by geographical zone AFRICA AMERICAS ASIA EUROPE PACIFIC Group TOTAL 6.3% 29.4% 26.6% 12.1% 34.7% 17.5% Remote w
Slide 65: Training to Accompany the Transformation
TRAINING TO ACCOMPANY THE TRANSFORMATION 30% of staff members received training 6.8% of staff members took part in managerial reflecting changes in their business segment training, a 17% increase over 2021, reflecting a special effort to adjust to hybrid management 22% of staff members took part in
Slide 66: Integration
INTEGRATION
Slide 67: Integration: Learning Expedition and Diversity & Inclusion
INTEGRATION INT FR VIVENDI LEARNING EXPEDITION DIVERSITY & INCLUSION LEX program ANNUAL FEMALE LEADERS MALE LEXERS 163 53 36 Raison d’être: To foster a community of leaders, Raison d’être: To promote women within the Raison d’être: To practice enlightened leadership from all group entities, wh
Slide 68: Expanded Work-Study Program
INTEGRATION EXPANDED WORK-STUDY PROGRAM Combined General Shareholders' Meeting April 24, 2023 68
Slide 69: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 70: Yannick Bolloré, Chairman of the Supervisory Board
Yannick Bolloré Chairman of the Supervisory Board
Slide 71: Our CSR Program
OUR CSR PROGRAM Helping to stop climate change Inspiring change through content and entertainment Working towards a more inclusive world Combined General Shareholders' Meeting April 24, 2023 71
Slide 72: Gender Equality
PROFESSIONAL GENDER EQUALITY INDEX (FRANCE – 2022) CANAL+ FRANCE CANAL+ INTERNTL 90/100 94/100 (+5) GENDER EQUALITY DAILYMOTION BETC 97/100 (+6) 92/100 (+1) INTER FORUM VIVENDI SE 90/100 89/100 (+1) Combined General Shareholders' Meeting April 24, 2023 72
Slide 73: Increasing the Number of Women in Management Bodies
INCREASING THE NUMBER OF WOMEN IN MANAGEMENT BODIES 2021 2022 2023-24 ACTUAL ACTUAL TARGET 35% 38% 40% GENDER EQUALITY Combined General Shareholders' Meeting April 24, 2023 73
Slide 74: Avoid, Reduce, Offset
AVOID, REDUCE, OFFSET 2020 2021 2023 COMMITMENT TARGETS TO THE TARGETS SCIENCE BASED SUBMITTED VALIDATED BY THE TARGETS SCIENCE BASED INITIATIVE TARGETS INITIATIVE DECARBONIZATION OF BUSINESS ACTIVITIES Combined General Shareholders' Meeting April 24, 2023 74
Slide 75: Plan to Reduce Carbon Emissions by 2030
PLAN TO REDUCE CARBON EMISSIONS DECARBONIZED by 2030 ENERGY by 2035 ELECTRICITY -71% (Scopes 1 & 2) 100% BUSINESS OPERATIONS by 2035 SEGMENT ACTIVITIES by 2035 -43% (Scope 3: waste, freight, business travel, investments etc.) -21% (Scope 3: leased products and services) SUPPLIERS by 2026 -85% Combin
Slide 76: 2022 Results (Versus 2021)
2022 RESULTS (VERSUS 2021) ENERGY DECARBONIZED SCOPES 1 & 2 ELECTRICITY -10% 37% A- (+3 NOTCHES) (+16 PTS) DECARBONIZATION OF BUSINESS ACTIVITIES Combined General Shareholders' Meeting April 24, 2023 76
Slide 77: Inspiring Change
INSPIRING CHANGE Combined General Shareholders' Meeting April 24, 2023 77
Slide 78: Global Media Partnership
GLOBAL MEDIA PARTNERSHIP GLOBAL MEDIA PARTNERSHIP Combined General Shareholders' Meeting April 24, 2023 78
Slide 79: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 80: Questions / Answers
QUESTIONS / ANSWERS — - fie vivendi
Slide 81: Resolutions submitted to the Combined General Shareholders' Meeting
Resolutions submitted to the Combined General Shareholders’ Meeting and summary of votes cast remotely and via the internet
Slide 82: First Resolution: Parent Company Financial Statements
FIRST RESOLUTION Approval of the parent company (ordinary meeting) financial statements for fiscal year 2022 Combined General Shareholders’ Meeting April 24, 2023 82
Slide 83: Second Resolution: Consolidated Financial Statements
SECOND RESOLUTION Approval of the consolidated financial (ordinary meeting) statements for fiscal year 2022 Combined General Shareholders’ Meeting April 24, 2023 83
Slide 84: Third Resolution: Related-Party Agreements Special Report
THIRD RESOLUTION Approval of the Statutory Auditors’ (ordinary meeting) special report on regulated related- party agreements Combined General Shareholders’ Meeting April 24, 2023 84
Slide 85: Fourth Resolution: Allocation of Earnings and Dividend
FOURTH RESOLUTION Allocation of earnings for fiscal year (ordinary meeting) 2022, setting of the dividend and its payment date Combined General Shareholders’ Meeting April 24, 2023 85
Slide 86: Fifth Resolution: Corporate Governance Report Information
FIFTH RESOLUTION Approval of the information referred (ordinary meeting) to in Article L. 22-10-9 I. of the French Commercial Code as set out in the corporate governance report Combined General Shareholders’ Meeting April 24, 2023 86
Slide 87: Sixth Resolution: Compensation of Yannick Bolloré
SIXTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Yannick Bolloré, Chairman of the Supervisory Board Combined General Shareholders’ Meeting April 24, 2023 87
Slide 88: Seventh Resolution: Compensation of Arnaud de Puyfontaine
SEVENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Arnaud de Puyfontaine, Chairman of the Management Board Combined General Shareholders’ Meeting April 24, 2023 88
Slide 89: Eighth Resolution: Compensation of Gilles Alix
EIGHTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Gilles Alix, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 89
Slide 90: Ninth Resolution: Compensation of Cédric de Bailliencourt
NINTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Cédric de Bailliencourt, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 90
Slide 91: Tenth Resolution: Compensation of Frédéric Crépin
TENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Frédéric Crépin, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 91
Slide 92: Eleventh Resolution: Compensation of Simon Gillham
ELEVENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Simon Gillham, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 92
Slide 93: Twelfth Resolution: Compensation of Hervé Philippe
TWELFTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Hervé Philippe, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 93
Slide 94: Thirteenth Resolution: Compensation of Stéphane Roussel
THIRTEENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Stéphane Roussel, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 94
Slide 95: Fourteenth Resolution: Compensation of François Laroze
FOURTEENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to François Laroze, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 95
Slide 96: Fifteenth Resolution: Compensation of Claire Léost
FIFTEENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Claire Léost, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 96
Slide 97: Sixteenth Resolution: Compensation of Céline Merle-Béral
SIXTEENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Céline Merle-Béral, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 97
Slide 98: Seventeenth Resolution: Compensation of Maxime Saada
SEVENTEENTH RESOLUTION Approval of the components of (ordinary meeting) compensation and benefits of all kind paid during or allocated for 2022 to Maxime Saada, member of the Management Board Combined General Shareholders’ Meeting April 24, 2023 98
Slide 99: Eighteenth Resolution: Compensation Policy, Supervisory Board
EIGHTEENTH RESOLUTION Approval of the compensation policy (ordinary meeting) for the Chairman and members of the Supervisory Board for 2023 Combined General Shareholders’ Meeting April 24, 2023 99
Slide 100: Nineteenth Resolution: Compensation Policy, Chairman of Management Board
NINETEENTH RESOLUTION Approval of the compensation policy (ordinary meeting) for the Chairman of the Management Board for 2023 Combined General Shareholders’ Meeting April 24, 2023 100
Slide 101: Twentieth Resolution: Compensation Policy, Management Board Members
TWENTIETH RESOLUTION Approval of the compensation policy (ordinary meeting) for members of the Management Board for 2023 Combined General Shareholders’ Meeting April 24, 2023 101
Slide 102: Twenty-First Resolution: Renewal of Cyrille Bolloré
TWENTY-FIRST RESOLUTION Renewal of the term of office of Cyrille (ordinary meeting) Bolloré as a member of the Supervisory Board Combined General Shareholders’ Meeting April 24, 2023 102
Slide 103: Twenty-Second Resolution: Appointment of Sébastien Bolloré
TWENTY-SECOND RESOLUTION Appointment of Sébastien Bolloré as (ordinary meeting) a member of the Supervisory Board Combined General Shareholders’ Meeting April 24, 2023 103
Slide 104: Twenty-Third Resolution: Renewal of Deloitte & Associés
TWENTY-THIRD RESOLUTION Renewal of Deloitte & Associés as (ordinary meeting) Statutory Auditors Combined General Shareholders’ Meeting April 24, 2023 104
Slide 105: Twenty-Fourth Resolution: Share Buyback Authorization
TWENTY-FOURTH RESOLUTION Authorization granted to the (ordinary meeting) Management Board for the purchase by the company of its own shares within the limit of 10% of the company’s share capital Combined General Shareholders’ Meeting April 24, 2023 105
Slide 106: Twenty-Fifth Resolution: Cancellation of Shares
TWENTY-FIFTH RESOLUTION Authorization granted to the (extraordinary meeting) Management Board to reduce the company’s share capital by canceling shares within the limit of 10% of the share capital Combined General Shareholders’ Meeting April 24, 2023 106
Slide 107: Twenty-Sixth Resolution: Public Share Buyback Offer (OPRA)
TWENTY-SIXTH RESOLUTION Authorization granted to the (extraordinary meeting) 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 €16 per share and to perform the share capital reduction C
Slide 108: Twenty-Seventh Resolution: Capital Increase with Preferential Rights
TWENTY-SEVENTH RESOLUTION Delegation of authority granted to the (extraordinary meeting) Management Board to increase the share capital of the company, with preferential subscription rights for shareholders, up to a maximum nominal amount of €600 million Combined General Shareholders’ Meeting April
Slide 109: Twenty-Eighth Resolution: Capital Increase by Incorporation of Reserves
TWENTY-EIGHTH RESOLUTION Delegation of authority granted to the (extraordinary meeting) Management Board to increase the share capital by incorporating premiums, reserves, profits or other amounts up to a maximum nominal amount of €300 million Combined General Shareholders’ Meeting April 24, 2023 10
Slide 110: Twenty-Ninth Resolution: Capital Increase for In-Kind Contributions
TWENTY-NINTH RESOLUTION Delegation of authority granted to the (extraordinary meeting) Management Board to increase the share capital, up to a maximum of 5% of the share capital, to remunerate in- kind contributions of shares outside a public exchange offer Combined General Shareholders’ Meeting Apr
Slide 111: Thirtieth Resolution: Employee Stock Purchase Plan
THIRTIETH RESOLUTION Delegation of authority granted to the (extraordinary meeting) Management Board to increase the share capital of the company in favor of employees and retirees who are members of the Vivendi Group Employee Stock Purchase Plan with cancellation of shareholders’ preferential subsc
Slide 112: Thirty-First Resolution: International Employee Stock Purchase Plan
THIRTY-FIRST RESOLUTION Delegation of authority granted to the (extraordinary meeting) Management Board to increase the share capital of the company in favor of employees of Vivendi’s foreign subsidiaries who are members of Vivendi’s International Group Employee Stock Purchase Plan or for the purpos
Slide 113: Thirty-Second Resolution: Powers to Carry Out Formalities
THIRTY-SECOND RESOLUTION Powers to carry out formalities (extraordinary meeting) Combined General Shareholders’ Meeting April 24, 2023 113
Slide 114: Combined General Shareholders' Meeting April 24, 2023
Combined General Shareholders' Meeting April 24, 2023
Slide 115: Important Disclaimers
Important Disclaimers 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, including the impact of certain transactions and the payment