Vivendi : Agenda and Draft Resolutions

This is a free translation of the Agenda and Draft Resolutions issued in the French language and is provided solely for informational purposes to English speaking readers. In case of any discrepancy the French version prevails.

Combined General Shareholders' Meeting to be held on June 22, 2021

Agenda and Draft Resolutions

Agenda

Ordinary Meeting

1. Approval of the parent company financial statements for fiscal year 2020 and the related reports.
2. Approval of the consolidated financial statements for fiscal year 2020 and the related reports.
3. Approval of the Statutory Auditors' special report on regulated related-party agreements.
4. Allocation of earnings for fiscal year 2020, setting of the dividend and its payment date.
5. 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.
6. Special distribution in kind of Universal Music Group N.V. shares to Vivendi SE shareholders.
7. 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.
8. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Yannick Bolloré, Chairman of the Supervisory Board.
9. 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.
10. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Gilles Alix, member of the Management Board.
11. 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.
12. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Frédéric Crépin, member of the Management Board.
13. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Simon Gillham, member of the Management Board.
14. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Hervé Philippe, member of the Management Board.
15. Approval of the components of compensation and benefits-in-kind paid during or allocated for 2020 to Stéphane Roussel, member of the Management Board.
16. Approval of the compensation policy for the Chairman and members of the Supervisory Board for 2021.
17. Approval of the compensation policy for the Chairman of the Management Board for 2021.

1. Approval of the compensation policy for members of the Management Board for 2021.
2. Renewal of the term of office of Véronique Driot-Argentin as a member of the Supervisory Board.
3. Renewal of the term of office of Sandrine Le Bihan as a member of the Supervisory Board representing employee shareholders.
4. Authorization to the Management Board for the Company to repurchase its own shares, limited to 10% of the
   Company's share capital.

Extraordinary Meeting

1. Authorization to the Management Board to reduce the share capital of the Company by canceling shares, limited to 10% of the share capital.
2. Share capital reduction in the maximum nominal amount of €3,261,487,955, i.e., 50% of the share capital, by way of the repurchase by the Company of its own shares up to a maximum of 592,997,810 shares, followed by the cancellation of the repurchased shares, and authorization to the Management Board to make a public share buyback offer (OPRA) targeting all shareholders, to perform the share capital reduction, and to determine its final amount.
3. Delegation of authority to the Management Board to increase the share capital of the Company, through the issue of ordinary shares or any securities giving rights to the Company's share capital, with preferential subscription rights for shareholders, up to a maximum nominal amount of €655 million.
4. 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.
5. Delegation of authority to the Management Board to increase the share capital of the Company, without preferential subscription rights for shareholders, within the limits of 5% of the share capital and the ceiling set in the twenty-fourth resolution of this General Shareholders' Meeting, to pay for in-kind contributions of shares or securities giving rights to the share capital of third-party companies, except during a public exchange offering.
6. Authorization to the Management Board to make conditional or unconditional grants of shares (existing or to be issued) to employees of the Company and its affiliates and to corporate officers, without maintenance of preferential subscription rights for shareholders when new shares are granted.
7. 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, without maintenance of preferential subscription rights for shareholders.
8. 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 or for the purpose of implementing any equivalent mechanism, without maintenance of preferential subscription rights for shareholders.
9. Powers to carry out formalities.

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Draft Resolutions

Ordinary Resolutions

First resolution: Approval of the parent company financial statements for fiscal year 2020 and the related reports

Having reviewed the report of the Management Board (Directoire), noting the absence of comments on the Management Board's report and the parent company financial statements for the year ended December 31, 2020, from the Supervisory Board (Conseil de surveillance), and the Statutory Auditors' report on fiscal year 2020, the General Shareholders' Meeting approves the parent company financial statements for the year ended December 31, 2020, which show earnings of €3,009,370,168.18, as well as the transactions reflected in these statements or summarized in these reports.

Second resolution: Approval of the consolidated financial statements for fiscal year 2020 and the related reports

Having reviewed the Management Board's report, noting the absence of comments on the Management Board's report and the consolidated financial statements for the year ended December 31, 2020, from the Supervisory Board, and the Statutory Auditors' report on fiscal year 2020, the General Shareholders' Meeting approves the consolidated financial statements for the year ended December 31, 2020, as well as the transactions reflected in these statements or summarized in these reports.

Third resolution: Approval of the Statutory Auditors' special report on regulated related-party agreements

Having reviewed the special report prepared by the Statutory Auditors in accordance with Article L. 225-88 of the French Commercial Code, the General Shareholders' Meeting approves such report and the agreement referred to therein which was authorized after the close of the 2020 fiscal year, and notes that no new regulated related-party agreement was entered into during fiscal year 2020, and that no previously approved agreements continued during said fiscal year.

Fourth resolution: Allocation of earnings for fiscal year 2020, setting of the dividend and its payment date

The General Shareholders' Meeting approves the recommendation of the Management Board to allocate distributable earnings for fiscal year 2020 as follows:

(in euros)

Source

Retained earnings	2,955,604,551.07
2020 earnings	3,009,370,168.18
TOTAL	5,964,974,719.25
Allocation
Allocation to the legal reserve	-
Allocation to Other reserves	-
Total dividend to shareholders(1)	651,333,876.60
Allocation to retained earnings	5,313,640,842.65
TOTAL	5,964,974,719.25

1. At a rate of €0.60 per share. Amount is based on the number of treasury shares held as of March 31, 2021 and will be adjusted to reflect the actual number of shares entitled to the dividend on the ex-dividend date.

The General Shareholders' Meeting resolves to pay an ordinary dividend with respect to fiscal year 2020 of €0.60 for each of the shares comprising the Company's share capital and entitled to the dividend due to their effective date. The dividend will be payable as from June 25, 2021, with an ex-dividend date of June 23, 2021.

In accordance with Article 200 A of the French General Tax Code (Code général des impôts), dividends received by individuals having their tax residence in France are subject to a 30% flat tax (prélèvement forfaitaire unique) comprising a flat rate income tax of 12.8% (Article 200 A 1. of the French General Tax Code) plus social contributions of 17.2%.

By way of derogation and on the individual's express and global election, these dividends are subject to the progressive scale of income tax (Article 200 A 2. of the French General Tax Code), after application of the 40% tax allowance provided by Article 158-3 2nd of the French General Tax Code. The dividend is also subject to social security contributions of 17.2%.

An exemption from the 12.8% withholding tax (Article 117 quater, I.-1. of the French General Tax Code) is available to taxpayers whose "reference taxable income" does not exceed the threshold set out in paragraph 3 of Article 200 A 2., provided that their express request for the exemption is made when filing the tax return on which the relevant income is reported, under the conditions set forth in Article 200 A 2. of the French General Tax Code, for dividends received in 2021.

The final taxation of the dividend is determined based on the information reported in the income tax return filed the year following the year in which the dividend was received.

As required by law, the General Shareholders' Meeting notes that the dividends paid in respect of the past three fiscal years were as follows:

	2017	2018	2019
Number of shares(1)	1,261,281,125	1,271,098,649	1,150,015,000
Dividend/Distribution per share (in euros)	0.45 (2)	0.50 (2)	0.60 (2)
Overall distribution (in millions of euros)	567,650	635,549	690,009

1. Number of shares entitled to dividends from January 1st, after deducting treasury shares as of the ex-dividend date.
2. Eligible for the 40% tax allowance applying to individuals having their tax residence in France pursuant to Article 158-3 2nd of the French General Tax Code.

Fifth resolution: 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

The General Shareholders' Meeting, consulted in accordance with Position-Recommendationn°2015-05 of the Autorité des marchés financiers (AMF) on the sale and acquisition of significant assets and Article 5.4 of the AFEP- MEDEF Code, and after having reviewed the report of the Management Board and the Supervisory Board on the resolutions and the report on the distribution of the special dividend in kind and on the special interim dividend in kind in the form of Universal Music Group N.V. shares, issues a favorable consultative opinion on the proposed distribution in kind of a majority of the share capital of Universal Music Group N.V. to the shareholders of Vivendi SE, as provided in the sixth resolution of this General Shareholders' Meeting.

Sixth resolution: Special distribution in kind of Universal Music Group N.V. shares to Vivendi SE shareholders

Having reviewed the report of the Management Board and the Supervisory Board on the resolutions and the report on the special dividend in kind and on the special interim dividend in kind to be distributed in the form of Universal Music Group N.V. shares, the General Shareholders' Meeting, noting:

• the amounts recorded in the "Retained earnings", based on the outcome of the vote on the fourth resolution of this General shareholders' Meeting, and
• the consultative opinion referred to in the fifth resolution of this General Shareholders' Meeting on the proposed special distribution in kind of a majority of Universal Music Group N.V.'s share capital to Vivendi SE shareholders;

resolves, pursuant to Article L. 232-11 of the French Commercial Code and Article 20 of the Company's by-laws, subject to (i) the receipt of the approval/visa from the AFM (Autoriteit Financiële Markten, the Dutch Financial Markets Authority) on the listing prospectus and the decision of Euronext Amsterdam to admit the shares of Universal Music Group N.V. to trading on its regulated market before or by September 27, 2021, and (ii) the preparation of an interim balance sheet certified by the Statutory Auditors showing earnings sufficient enough to enable the Management Board of Vivendi SE to decide to pay the special interim dividend in kind to supplement the special distribution in kind referred to in this resolution:

• to proceed, under the terms and conditions set out below, with a special distribution in the form of an allocation of 1,086,266,883 Universal Music Group N.V. shares, on the basis of one (1) share of Universal Music Group N.V. for every (1) share of Vivendi SE held. The General Shareholders' Meeting notes that the number of Universal Music Group N.V. shares to be distributed corresponds to the number of Vivendi SE shares that, as of April 30, 2021, would be entitled to the special distribution (excluding treasury shares) and that the number of shares may be adjusted, if necessary, to take into account the exercise of Vivendi SE stock options and the transfer of performance shares definitively acquired by the beneficiaries between April 30, 2021 and the date of detachment (ex-date) and payment of the special distribution. Should such adjustment occur, the proportion of Universal Music Group N.V.'s share capital distributed, i.e. 60% of Universal Group N.V.'s share capital on the date the special distribution is made, and the parity of one (1) Universal Music Group N.V. share for one (1) Vivendi SE share would remain unchanged,
• that the Vivendi SE shareholders entitled to receive the Universal Music Group N.V. shares will be those shareholders whose shares are in the accounts registered in their name on the record date (the date on which positions are closed), which is expected to be September 28, 2021, at the end of the trading day preceding the ex-date of the special distribution, which is expected to be September 27, 2021 (after taking into account orders executed during the day of September 24, 2021, for which settlement-delivery will occur on September 28, 2021);
• that the value of the Universal Music Group N.V. shares allocated shall correspond to the opening price of the Universal Music Group N.V. shares on the regulated market of Euronext Amsterdam on the ex-date of the special distribution; and
• that the amount of the special distribution will correspond to the number of Universal Music Group N.V. shares distributed on the basis of one (1) Universal Music Group N.V. share for every one (1) Vivendi SE share entitled to receive it, as set forth above, multiplied by the above-mentioned share price. As of the date of the report of the Management Board and the Supervisory Board on the special dividend in kind and on the special interim dividend in kind to be distributed in the form of Universal Music Group N.V. shares, the amount of the special distribution is estimated at €19,800,000,000 and, with respect to the special dividend in kind, will be charged against "Retained earnings" for €5,313,640,842.65. This amount corresponds to:
• • the earnings for fiscal year 2020 of €3,009,370,168.18, less the amount of the ordinary cash dividend to be paid as from June 25, 2021, estimated at €651,333,876.60, as set out in the fourth resolution submitted to this General Shareholders' Meeting, i.e., a net amount of €2,358,036,291.581 (this

1 If the General Shareholders' Meeting does not adopt the fourth resolution, the amount would increase from €2,358,036,291.58 to €3,009,370,168.18 and would be charged in full against earnings for fiscal year 2020.