Bolloré 2019 Universal registration document Including the annual financial report This Universal registration document was filed on April 29, 2020 with the French Autorité des marchés financiers (AMF), the competent authority under EU Regulation 2017/1129, without prior approval in accordance with article 9 of said regulation. The Universal registration document may be used to support a public securities offer or admission of securities to trading on a regulated market if accompanied by a securities note and, where applicable, a summary of and all amendments made to the Universal registration document. The package thus created must be approved by the French Autorité des marchés financiers (AMF) in accordance with EU Regulation 2017/1129. The Universal registration document may be consulted and downloaded from the website www.bollore.com. Message from the Chairman 02 Overview of the Group and its activities 04 Profile 06 Key figures 08 Economic organizational chart 10 Stock exchange data 11 Our locations 12 Group strategy 14 Business model 16 CSR key figures 18 Governance 19 Activities 20 Corporate social responsibility 48 History of the Group 54 2 Non-financial performance 57 CSR challenges and strategy, four pillars of CSR engagement, duty of care, summary table, report of the independent third party 3 Risk factors and internal control 127 Risk analysis, risk management and internal control tools, compliance 1 4 Corporate governance 137 Administrative and management bodies, compensation and benefits 5 Analysis of operations and the financial statements 165 Analysis of consolidated results, research and development, subsequent events, trends and objectives, consolidated financial statements, parent company financial statements, other financial and accounting information 6 Information on the company and shareholders 291 Shareholding structure, stock market data, indicative financial communication calendar, dividends, detailed organization chart, main subsidiaries, direct investments and takeovers, additional information on the share capital 7 General Shareholders’ Meetings 305 Agenda, draft resolutions, Board of Directors’ report, Statutory Auditors’ report on the resolutions, Statutory Auditors’ reports 8 Additional information 315 Main legal and statutory provisions, documents on display, persons responsible for the universal registration document and financial information, auditors, information from third parties, statements by experts and declarations of interests, information liable to have an impact in the event of a takeover or exchange offer Cross-reference tables 322 Bolloré SE — 2019 Universal registration document Message from the Chairman 2 Cyrille Bolloré, Chairman and Chief Executive Officer 2019’s results testified to the very positive operating momentum of the Transportation and Communications activities as well as the strategic redeployment in the batteries, buses and stationary activities. In 2019, Bolloré Group’s revenue increased by 3% at constant scope and exchange rates (+8% as reported). The growth in the Communica- tions activity (+6%) offset the slight contrac- tion in revenue in the Transportation and logistics business (–2%) mainly due to the widespread downturn in air and maritime vol- umes. Port activities continued to grow. Bolloré SE — 2019 Universal registration document Our main activities are essential to the country’s economy and we must overcome this unprecedented challenge, through unwavering commitment at all levels of our hierarchy. The Group’s adjusted operating income signed in 2019 with benchmark international (EBITA) totaled 1.63 billion euros, up 0.2% players, such as the RATP, Daimler, Gaussin, after taking into account exceptional impair- Actia and RTE. ment (–319 million euros) mainly concerning electric cars, former generation batteries and In accordance with its undertaking following car-sharing. Excluding these non-recurring the simplified public tender offer (OPAS) in 3 items, EBITA grew by 20% thanks to the pos- 2017, the Group filed a simplified public tender itive momentum of the transportation and offer for Blue Solutions shares. This offer will logistics business lines (+17%) and the very be followed by a mandatory squeeze-out at a good performance of the Communications price of 17 euros per share. activity (+11%) driven by Universal Music Group (UMG). Moreover, on March 31, 2020, Vivendi announced that it had completed the sale of 10% of the The transportation and logistics business lines share capital of Universal Music Group to a con- benefited from the positive performance of sortium led by Tencent, three months after the the port terminals and freight forwarding agreement signed on December 31, 2019, based activities as well as the exceptional results for on an enterprise value of 30 billion euros for Bolloré Energy, that reflect the sound perform- 100% of UMG’s share capital. ance of the distribution activities and the successful investment in the DRPC (Dépôt In view of the latest developments in the Rouen Petit-Couronne) site. The Communica- Covid-19 epidemic, which represents a major tions business recorded strong growth in its threat to both the health of populations and to results supported by a new record year for the global economy, we have a duty to protect Universal Music Group, international growth our employees, which we have done by deploy- for Canal+, Havas’ solid business model and ing business continuity action plans, and also the successful consolidation of Editis. the responsibility of ensuring the sustainabil- ity of our businesses and jobs. The fact that exceptional impairment on cer- tain assets in the Electricity storage division Our main activities are essential to the coun- is taken into account in the 2019 results also try’s economy and we must overcome this reflects the repositioning of Blue Solutions in unprecedented challenge through unwavering the development and production of batteries commitment at all levels of our hierarchy. For for the bus and stationary markets. almost two centuries, our Group has continued to expand and has come through numerous Within this framework, Blue Solutions, thanks crises and several wars thanks to the courage to the constant development of its LMP® (Lith- and involvement of our employees. Thank you ium Metal Polymer) technology, has consider- for your confidence, which will enable us to able strengths to become a major player in this overcome this new challenge successfully. — transformation, as seen in the partnerships Bolloré SE — 2019 Universal registration document 4 Bolloré SE — 2019 Universal registration document Profil 06 Key figu es 08 Economic organizational chart 10 Stock exchange data 11 Our locations 12 Group strategy 14 Business model 16 CSR key figu es 18 Governance 19 Activities 20 Corporate social responsibility 48 History of the Group 54 5 Overview of of Overview and Group the its activities Bolloré SE — 2019 Universal registration document 1 Overview of the Group and its activities Profile Founded in 1822, the Bolloré Group is among the 500 largest companies in the world. Publicly traded, it is still majority controlled by the Bolloré family. The stability of its shareholder base enables it to follow a long-term investment policy. Thanks to its diversification strategy based on innovation and international development, the Group currently 6 holds strong positions in its three lines of business: transportation and logistics, communications, electricity storage and systems. Key Almost 12 9 figures 84,000 countries employees across 5 continents Bolloré SE — 2019 Universal registration document 1 Overview of the Group and its activities Transportation and logistics Bolloré Transport & Logistics is one of the world’s leading transportation groups with more than 36,000 employees spread among 109 countries across all continents where it carries out its business activities in ports, freight forwarding and railroads. It is also a major player in oil logistics in France and in Europe. Communications The Bolloré Group’s Communications division consists primarily of its stake in Vivendi, with Universal Music Group, a global leader in the music industry, Groupe Canal+, France’s leading pay-TV channel, Havas, one of the world’s leading advertising and communications groups, Editis, the second largest French publishing group, and Gameloft, leader in mobile video games. Electricity storage and systems Blue Solutions, listed on the stock market since 2013, 7 is part of Bretagne division, which brings together the Group’s industrial activities, alongside Bluebus, Bluestorage and plastic films. Blue ystems is a new organization based on the know-how and expertise of several Bolloré Group entities brought together around a shared objective: offering an optimization ecosystem for fl ws of people, materials and data. Other assets Alongside its three core businesses, the Bolloré Group manages a portfolio of financial i vestments representing investments that totaled more than 4.8 billion euros at the end of 2019, including the Bolloré portfolio (Mediobanca, Socfin G oup, etc.), worth 0.9 billion euros, and the Vivendi portfolio (Telecom Italia, Mediaset, etc.), worth 3.9 billion euros. 25 1 ,408 26 billion euros million euros billion euros in revenue in 201 9 in net income in equity Bolloré SE — 2019 Universal registration document 1 Overview of the Group and its activities Key figures Income statement (in millions of euros) 2019 2018 2017(1) Revenue 24,843 23,024 18,337 Share in net income of operating