Vivendi : Shareholders newsletter – April 2023

	APRIL 2023TOGETHER
		LETTER TO OUR SHAREHOLDERS
RESULTS P. 3	NEWS P. 4	DIARY P. 8
	- 2022 Annual results	- 2022 marked by solid	- Shareholders' diary
		operational performance	Vivendi and you

Photos / DR

A GROUP WITH AN

INTERNATIONAL OUTLOOK

Yannick Bolloré, Chairman of the Supervisory Board,

and Arnaud de Puyfontaine, Chairman of the Management Board

TDear Shareholders,

he year 2023 will open up new horizons for Vivendi. Since June 2022, Vivendi has held more than 57% of the share capital of Lagardère, which notably owns Hachette, the world's third largest publishing company. Vivendi itself owns Editis, one of the leading publishers in France.

On March 14, to avoid potential antitrust problems, Vivendi announced that it had entered into exclusive negotiations with International Media Invest a.s., a subsidiary of the Czech holding company CMI, founded by Daniel Kretinsky, with a view to selling

100% of Editis. This contemplated transaction would require the authorization of the European Commission and be subject to the information and consultation procedure involving the relevant employee representative bodies.

The planned combination of Lagardère and Vivendi will greatly contribute to its strategy of building a global leader in culture, entertainment and media.

Subject to authorization from the European Commission, this transaction will:

• consolidate our strong industrial ambitions through significant investments, particularly in quality content, in France and abroad; and
• seize external growth opportunities in the areas in which Lagardère operates and contribute to the greater promotion of European culture.

Vivendi intends to preserve the integrity of the Lagardère group and provide it with the resources needed for its growth. To do so, it can rely on a solid financial position, with €2.8 billion in credit facilities available as of December 31, 2022.

This solid financial situation has also enabled the company to make progress in implementing its strategic roadmap focused on the transformation, internationalization and integration of its businesses. The record revenues posted by Gameloft in 2022 is a perfect example of this: its transformation to a publisher of cross-platform games is a real success. Furthermore, Canal+ Group now owns more than 30% of MultiChoice Group, the leader in pay-TV in English- and Portuguese-speaking Africa. Crossing this threshold demonstrates our strong belief in the prospects of this group and the African continent, to which we are deeply committed.

In light of the foregoing, Vivendi is embracing 2023 with confidence, while remaining attentive to the macroeconomic and geopolitical context.

Thank you for your loyalty. We hope you enjoy this newsletter!

2 - LETTER TO OUR SHAREHOLDERS
	APRIL 2023

RESULTS

2022 ANNUAL RESULTS

Vivendi recorded a solid operating performance in 2022, driven by Havas, Canal+ Group and the record contribution from Gameloft.

In 2022, revenues were €9,595 million, up 10.1% compared to 2021 and up 5.1% at constant currency and perimeter. EBITA was up 35.6% (+24.6% at constant currency and perimeter(1)) to €868 million.

Earnings attributable to Vivendi SE shareowners amounted to a loss of €1,010 million, adversely affected by non-recurring items. These include:

• the fair value adjustment of the Telecom

Italia shares, leading to a loss on deconsolidation of €1,347 million. As of December 31, 2022, Vivendi no longer accounts for its interest in Telecom Italia under the equity method, as Vivendi no longer has a significant influence on this company following the resignation of its two representatives from the Telecom Italia Board of Directors;

• Vivendi's share of the net earnings of Telecom Italia of -€393 million;
• the increase in EBITA of €229 million;

• the capital gain of €515 million on the contribution of Vivendi's interest in Banijay Group Holding to FL Entertainment; and
• the net earnings of Editis, a discontinued operation. Vivendi has tested the value of goodwill allocated to Editis. As of December 31, 2022, Editis' recoverable amount was less than its carrying amount, which led to a goodwill impairment loss of €300 million.

Adjusted net income, excluding Telecom Italia(2), was €677 million, up 19.4% compared to 2021.

1. Constant perimeter notably reflects the consolidation of Prisma Media since June 1, 2021, as well as the equity accounting of Lagardère since July 1, 2021, and Universal Music Group since September 23, 2021. (2) Excluding the share of earnings of Telecom Italia accounted for under the equity method. Since December 31, 2022, Vivendi has ceased to account for Telecom Italia under the equity method.

Vivendi enters into exclusive negotiations with IMI for the sale of Editis

As Vivendi holds more than 57% of Lagardère, the owner of Hachette, it is negotiating the sale of its subsidiary Editis, to avoid potential antitrust problems.

The announcement was made on March 14, 2023. Vivendi entered into exclusive negotiations with International Media Invest a.s. (IMI),

a subsidiary of the Czech holding company (CMI), for the sale of 100% of Editis.

A wholly owned subsidiary of Vivendi, Editis is the second-largest publisher in France with 53 prestigious publishing houses. It covers all writing genres and their diffusion and distribution.

In April 2022, Vivendi launched a friendly public tender offer for Lagardère, which notably owns Hachette, the world's third largest publishing company.

As of December 31, 2022, Vivendi held 57.66% of the share capital and 22.81% of the theoretical voting rights, pending approval of Vivendi's acquisition of control of Lagardère by the competition authorities. The combination of Lagardère and Vivendi requires the approval of the European Commission. Vivendi received several offers for the sale of the entire share capital

of Editis. After examining these offers, the Management Board decided

to enter into exclusive negotiations

with International Media Invest a.s. (IMI), a subsidiary of CMI, founded by Daniel Kretinsky. This contemplated transaction would require the authorization of the European Commission and be subjected to the information and consultation procedure involving the relevant employee representative bodies. The plan to distribute Editis shares to Vivendi shareholders

and to list them on the Euronext Growth market has been suspended.

In 2022, in a declining sector, Editis' revenue were €789 million, down 8.1% at constant currency and perimeter compared to 2021. This decline must, however,

be kept in perspective of the unprecedented growth recorded by Editis in 2021.

In 2022, Editis' tourism and comics/ manga segments outperformed their already dynamic markets, posting double-digit revenue growth.

In the comics and manga segment,

Editis is building on its flagship collections and expanding by opening new publishing houses: Black River, dedicated to comics, and Kotoon, specialized in webtoons.

In addition, Editis, either through its own publishing houses or through third-party publishers, remained at the top of the sales charts in 2022, thanks in particular to Joël Dicker's new book L'Affaire Alaska Sanders, Lucia, the thriller by Bernard Minier, 9 Noa by Marc Levy, and Labyrinthes by Franck Thilliez. Furthermore, by acquiring Educlever, Editis has given impetus to its ambition to become a key player in digital transformation, education and training. Lastly, Editis has pursued an ambitious program to modernize its logistics system, which should particularly enable it

to offer delivery within 24 hours to booksellers in France.

		LETTER TO OUR SHAREHOLDERS - 3
APRIL 2023

NEWS

2022 marked by solid operational performance

In 2022, Vivendi's business was driven by the performances of Havas, Canal+ Group and the record revenues posted by Gameloft.

DR Canal+

Canal+ Group

In 2022, Canal+ Group's revenues were €5,870 million, up 1.7% compared to 2021

(+0.3% at constant currency and perimeter). Revenues from television operations in mainland France increased by 1.6% at constant currency and perimeter compared to 2021, with the subscriber base up by 457,000 to reach 9.5 million subscribers.

Revenues from international operations grew by 3.5% at constant currency and perimeter compared to 2021, with the subscriber base increasing by 1.3 million to reach 16 million subscribers. At the end of December 2022, Canal+ Group's total subscriber portfolio (individual and collective) reached 25.5 million, compared to 23.7 million at the end of December 2021.

In contrast, Studiocanal's revenues decreased by 22.8% at constant currency and perimeter. This drop was due to the fact that 2021 was an exceptional year for TV series and also due to the postponement of the release of international films to 2023 to optimize their box-office performance. In early January 2023, Canal+ Group and Orange signed a memorandum of understanding for the acquisition of the OCS pay-TV package and Orange Studio, the films and series co-production subsidiary, held by Orange. Lastly, on February 10, 2023, Canal+ Group,

the largest shareholder in MultiChoice Group since September 2021, announced that it now holds 30.27% of the company's share capital. This threshold crossing demonstrates the confidence of Canal+ Group and Vivendi in the prospects of MultiChoice Group and the African continent, to which they are very attached.

4 - LETTER TO OUR SHAREHOLDERS
	APRIL 2023

DR Havas London

Havas

Havas reported another year of sustained growth in 2022, thanks to strong commercial performances from its three divisions (Creative, Health & You and Media) and an aggressive external growth policy. It acquired eight majority interests, the most since 2015. Havas strengthened its positions, particularly

in the United Kingdom, now its second largest market in Europe, while at the same time developing new areas of expertise. Havas' net revenues(1) were €2,590 million, up 15.8% compared to 2021. Its organic growth was up 6.8% compared to 2021 (+10.4% in 2021 compared to 2020).

1. Net revenues, a non-GAAP measurement, relates to Havas' revenues less pass-through costs chargeable to customers.

Prisma Media

Driven by a growing digital business, Prisma Media's revenues for 2022 were €320 million, stable at constant currency and perimeter compared to 2021 (twelve-month data(1)).

At the end of December 2022, Prisma Media brands held leading positions in their sector in terms of digital audiences: Télé-Loisirs is no. 1 in the Entertainment segment with a monthly average of 20 million unique visitors (UVs) while Capital is no. 1 in the Economic segment with 9.5 million UVs; Femme Actuelle is now no. 1 in the Women's segment, taking the lead over Le Journal des femmes with 18 million UVs; and Gala confirmed its position as the European media leader on TikTok with more than 5 million followers on this network.

Hearst Magazines International chose Prisma Media to launch the French version of Harper's Bazaar (see page 6).

1. Vivendi has fully consolidated Prisma Media since June 1, 2021.

Gameloft

In 2022, Gameloft's revenues reached an all-time high of €321 million, up 21.2% compared to 2021 (+19.4% at constant currency and perimeter). This strong increase is the result of Gameloft's strategic shift towards Console-PC-Mobilemulti-platform games and the success of Disney Dreamlight Valley, launched in September 2022 simultaneously on Nintendo Switch, PlayStation 4 and 5,

Xbox One and Series X/S, Steam, Epic and Microsoft Store. Console and PC represented 28% of its revenues in 2022. In 2023, more multi-platform games positioned as GaaS (game as a service) will be released by Gameloft studios.

DR Prisma Media

Avatar Designer, Gameloft. All rights reserved

		LETTER TO OUR SHAREHOLDERS - 5
APRIL 2023