Vivendi : Statutory Auditors’ special report on related-party agreements

VIVENDI SE

Société Européenne

42, avenue de Friedland 75008 - PARIS

________________________________

Statutory auditors' report

on a related party agreement

Shareholders' Meeting held to approve the financial statements for the year ended

December 31, 2020

ERNST & YOUNG et Autres	Deloitte & Associés
Tour First - TSA 14444	6, place de la Pyramide
92037 - Paris-La Défense cedex	92908 - Paris-La Défense Cedex
S.A.S. à capital variable	S.A.S. au capital de 2 188 160 €
438 476 913 R.C.S. Nanterre	572 028 041 RCS Nanterre

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Versailles et du Centre

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Versailles et du Centre

VIVENDI SE

Société Européenne

42, avenue de Friedland 75008 - PARIS

________________________________

Statutory auditors' report

on a related party agreement

Shareholders' Meeting held to approve the financial statements for the year ended

December 31, 2020

_______________________________

This is a free translation into English of the statutory auditors' report on related party agreements that is issued in the French language and is provided solely for the convenience of English-speaking readers. This report on related party agreements should be read in conjunction and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided for by the French Commercial Code (Code de Commerce) and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the VIVENDI SE Shareholders' Meeting

As Statutory Auditors of your company, we hereby present an additional report to our special report of March 3, 2021 on a related party agreement authorized since the year- end that was previously approved by your Supervisory Board on May 3, 2021. We were informed of this agreement on May 10, 2021 in accordance with Article L. 225-88 of the French Commercial Code (Code de commerce).

The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such agreements are in the Company's interest. We are not required to express an opinion on their usefulness or appropriateness or to ascertain the existence of other such agreements. It is your responsibility, pursuant to Article R. 225-58 of the French Commercial Code (Code de commerce), to assess the relevance of the conclusion of these agreements prior to approving them.

We performed the procedures that we considered necessary with regard to the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.

• Agreement between VIVENDI SE and FINANCIERE DE L'ODET SE as part of settlement negotiations with MEDIASET and Fininvest

Agreement authorized by the Supervisory Board on May 3, 2021.

Persons involved

-	Yannick BOLLORE	Chairman of the Supervisory Board of VIVENDI
	SE and Director of
		FINANCIERE DE L'ODET SE
-	Cyrille BOLLORE	Member of the Supervisory Board of VIVENDI SE
	and Director of
		FINANCIERE DE L'ODET SE
-	Gilles ALIX	Member of the Executive Board of VIVENDI SE
	and Director of
		FINANCIERE DE L'ODET SE
-	Cédric de BAILLIENCOURT	Member of the Executive Board of VIVENDI SE
	and Director of
		FINANCIERE DE L'ODET SE
- FINANCIERE DE L'ODET SE	Shareholder indirectly holding more than 10% of
	the share capital of
		VIVENDI SE

Type and purpose

As part of settlement negotiations between VIVENDI SE and MEDIASET and FININVEST, the latter two companies request that FINANCIERE DE L'ODET SE, acting on its own behalf and on behalf of its subsidiaries, enter into a five-year standstill commitment, alongside VIVENDI SE, regarding the share capital of MEDIASET and MEDIASET España, as well as the share capital of any company holding more than 3% of either company. This commitment will also include divestment obligations and penalties, and a ban on exercising the rights attached to the shares concerned.

Terms and conditions

VIVENDI SE undertakes to bear, without limitation as to amount or duration, all the impacts, damage, expenses and costs that may arise for FINANCIERE DE L'ODET SE or its subsidiaries in the event of the alleged or actual breach by VIVENDI SE of the obligations undertaken under this standstill commitment, and without FINANCIERE DE L'ODET SE losing control over any legal proceedings brought against it, where applicable.

This agreement was signed between VIVENDI SE and FINANCIERE DE L'ODET SE on May 4, 2021.

Reasons justifying that the agreement is in the Company's interest

This agreement signed between VIVENDI SE and FINANCIERE DE L'ODET SE complies with VIVENDI SE's corporate purpose as it satisfies a condition legitimately requested by FINANCIERE DE L'ODET SE and would enable the conclusion of the planned transaction with MEDIASET and FININVEST, which is itself in the interest of VIVENDI SE.

Paris-La Défense, May 11, 2021

The Statutory Auditors

French original signed by:

Ernst & Young et Autres

Deloitte & Associés

Jacques PIERRES

Claire PAJONA

Thierry QUERON

Géraldine SEGOND