EUR 1000.00 For Business Accounts Only

Vivendi – AGM 20 April 2020

Incoherent Governance :

The Supervisory Board was mostly made up of independent members before the arrival of the Bolloré Group. Vincent Bolloré gradually took over and now the governance fails to comply with market practices: there is no separation of powers. Normally, the reference shareholder appoints its representatives for the Supervisory Board and the managers of subsidiaries will occasionally sit on the Executive Board (executive officer of business units). However, the opposite occurs in Vivendi. Yannick Bolloré, CEO of Havas, which is one of Vivendi's subsidiaries, chairs the Supervisory Board. He is responsible of supervising Vivendi's Executive Board as well as reporting to it as the Executive Director of one of the most important subsidiaries. Two leaders of the Bolloré group, Cédric de Baillencourt and Gilles Alix, have been members of the Executive Board since September 2017. These appointments are difficult to comprehend since their skills do not relate directly to the media industry.

The re-election of Yannick Bolloré represents an opportunity to criticize this inconsistency (Item 4).

Remuneration policy :

Despite strong shareholder opposition in 2019, the remuneration policy is modified only marginally. The supplementary pension plan is modified but remains too generous.

Vincent Bolloré was appointed as non-voting Board member (censeur) and as Advisor to the Chairman of Vivendi's Management Board. As non-voting board member, Vincent Bolloré receives no compensation. Pursuant to his employment contract as Advisor to the Chairman of Vivendi's Management Board, Vincent Bolloré's gross annual fixed compensation amounts to €500,000, with a variable portion (target: 80%; maximum: 100%) determined according to the same performance criteria as those used for Vivendi SA's main operational managers.

To authorise a reduction in the company's share capital via buyback offer (OPRA) :The Bolloré Group currently holds 29.64% of the Company's voting rights. This control risks to be strengthened if item 28 is implemented. In this item, the Company authorizes a public share repurchase offer ("OPRA", "Offre Publique de Rachat d'Actions") for 30% of the share capital. This would allow the Bolloré Group to passively cross the 30% voting rights threshold and be exempted from launching a full-blown public tender offer under the French securities markets supervisor ("AMF") regulations.

The shareholders only approved by 67.71% of the votes a similar resolution concerning 25% of the capital in 2019. The company therefore did not take into account the shareholders' concern.