ANNUAL REPORT 2018 ANNUAL REPORT The Annual Report in English is a translation of the French Document de référence provided for information purposes. This translation is qualified in its entirety by reference to the Document de référence. The Annual Report is available on the Company’s website www.vivendi.com II –— VIVENDI –— ANNUAL REPORT 2018 –— –— VIVENDI –— ANNUAL REPORT 2018 –— 01 Content QUESTIONS FOR YANNICK BOLLORÉ AND ARNAUD DE PUYFONTAINE 02 PROFILE OF THE GROUP — STRATEGY AND VALUE CREATION — BUSINESSES, FINANCIAL COMMUNICATION, TAX POLICY AND REGULATORY ENVIRONMENT — NON-FINANCIAL PERFORMANCE 04 1. Profile of the Group 06 1 2. Strategy and Value Creation 12 3. Businesses – Financial Communication – Tax Policy and Regulatory Environment 24 4. Non-financial Performance 48 RISK FACTORS — INTERNAL CONTROL AND RISK MANAGEMENT — COMPLIANCE POLICY 96 1. Risk Factors 98 2. Internal Control and Risk Management 102 2 3. Compliance Policy 108 CORPORATE GOVERNANCE OF VIVENDI — COMPENSATION OF CORPORATE OFFICERS OF VIVENDI — GENERAL INFORMATION ABOUT THE COMPANY 112 1. Corporate Governance of Vivendi 114 2. Compensation of Corporate Officers of Vivendi 150 3 3. General Information about the Company 184 FINANCIAL REPORT — STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS — CONSOLIDATED FINANCIAL STATEMENTS — STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS — STATUTORY FINANCIAL STATEMENTS 196 Key Consolidated Financial Data for the last five years 198 4 I – 2018 Financial Report 199 II – Appendix to the Financial Report 222 III – Audited Consolidated Financial Statements for the year ended December 31, 2018 223 IV – 2018 Statutory Financial Statements 319 RECENT EVENTS — OUTLOOK 358 1. Recent Events 360 5 2. Outlook 361 RESPONSIBILITY FOR AUDITING THE FINANCIAL STATEMENTS 362 1. Responsibility for Auditing 6 the Financial Statements 364 II –— VIVENDI –— ANNUAL REPORT 2018 –— –— VIVENDI –— ANNUAL REPORT 2018 –— 01 Questions for Yannick Bolloré and Arnaud de Puyfontaine How did Vivendi perform in 2018? Yannick Bolloré: Vivendi posted strong results in 2018. Universal Music Group (UMG), the world’s leading recorded music company, had an excellent year, led by the quality of its management teams and artists and the rise of streaming services. Income from recorded music through subscriptions and streaming rose by 36% in 2018 to represent 54% of total sales. UMG’s roster of talent features some of the most popular and award-winning artists in the world. As well as improving its performance in France, Canal+ Group gained nearly 0.9 million subscribers in other countries. In addition to Africa, it made inroads in the Asian market, with the launch of a pay-TV offer in Myanmar. In France, the group renewed its agreement with the French film indus- try (Canal+ is the industry’s partner of choice) and signed new regulations reducing the window between the time when a movie is released in theaters and when it can be aired on its channels. It also secured the broadcasting rights to numerous sports events, including the next three seasons of the English Premier League. Havas enjoyed stronger profitability in 2018, particu- larly in the second half, due to account wins in crea- tive advertising and media. The Palau Pledge campaign is a shining example of Havas’s creativity and commit- ment. As well as winning a whole host of festival awards, the company also received the “Champion for Humanity” award from the United Nations. Our other businesses – Gameloft, Vivendi Village and Dailymotion – also delivered solid performances, each contributing to the value chain of the integrated group that Vivendi is today. The group pressed ahead with new joint initiatives between its subsidiaries in YANNICK BOLLORÉ Chairman of the Supervisory Board 2018, with Havas and Capitol Music Group founding Annex Tower Creative, an agency whose aim is to foster greater collaboration between artists and brands, and Canal+ and Universal Music France “Our strategy is aimed at joining forces to give television viewers the chance to tune in to one of the most exciting Top 14 finals. Olympia Production was able to capitalize launching joint initiatives on Canal+ and L’Olympia’s expertise and assets, while the CanalOlympia venues in Africa benefited from the establishment of Canal+ Group on between our different the continent and from Studiocanal films. And these are just a few businesses. These synergies examples of the successful strategy that drives our integrated group. Why did Vivendi acquire Editis? developed by our subsidiaries Arnaud de Puyfontaine: The acquisition of Editis marked an important milestone in the implementation of Vivendi’s business plan. It adds will help promote growth another brick to our development of a world-class content, media and communications group based in Europe. Editis has a large portfolio of for Vivendi.” internationally acclaimed authors, including Marc Lévy, Michel Bussi, 02 –— VIVENDI –— ANNUAL REPORT 2018 –— –— VIVENDI –— ANNUAL REPORT 2018 –— 03 Raphaëlle Giordano, Haruki Murakami and Ken Follett. The group brings together close to 50 prestigious houses (e.g., Nathan, Robert Laffont, Julliard, Plon, Le Robert, Presses de la Cité, Pocket and Solar) that publish general interest, children’s and young adult literature, how-to books, illustrated titles, textbooks and reference works. While Editis will allow Vivendi to expand its creative capacity, Vivendi will enable Editis to broaden its appeal to authors, explore new markets and experiment with innovative formats. The combination of our two groups creates opportunities for developing joint projects. We have already started working together and we will strengthen our efforts in this direction. What future do you see for Universal Music Group? Arnaud de Puyfontaine: The music market is under- going total transformation. Today, there are more than 175 million music streaming subscribers worldwide. This dynamic, along with the talent and expertise of UMG’s artists and teams, is driving the expansion of the world’s top recorded music com- pany. Sir Lucian Grainge called 2018 a “historic year”. We have initiated a process to open up UMG’s share capital to one or several partners to leverage the value of this unique asset and support its development. What are your ambitions for the group? Yannick Bolloré: Vivendi’s ambitions, which were outlined five years ago, are clear. They are focused on building a global content, media and communications group with European roots. Demand for entertainment content is strong on every continent in the world. Innovation and digital technology are opening up new markets. Our strategy is aimed ARNAUD DE PUYFONTAINE at launching joint initiatives between our different businesses. These Chief Executive Officer synergies developed by our subsidiaries will help promote growth for Vivendi, as I mentioned at the beginning of this interview. In 2018, we said we were ready to enter a new phase of growth. This has “Editis adds another now been accomplished with the acquisition of Editis and our return to publishing. A new era has begun for Vivendi. brick to our development Our goal is to provide overall support for the creation of new value in all our businesses, wherever we are, and to offer quality content to as many of a world-class content, people as possible. Through the impact of its content, our group plays a prominent role in society. Our influence bears a special responsibility. media and communications In addition, Vivendi’s ambitions should also be viewed from a long-term perspective. Our extremely sound balance sheet and having a core group based in Europe.” shareholder – the Bolloré Group – leave us free from short-term pressure and means that we can implement our strategy in calmness and confidence. That is a real strength. • 02 –— VIVENDI –— ANNUAL REPORT 2018 –— –— VIVENDI –— ANNUAL REPORT 2018 –— 03 UNIVERSAL MUSIC GROUP –— VIVENDI –— ANNUAL REPORT 2018 –— 05 Profile of the Group, Strategy and Value Creation, Businesses – Financial Communication – Tax Policy and Regulatory Environment, Non-financial Performance PROFILE OF THE GROUP 06 1.1. Simplified Organization Chart of the Group 06 1.2. Key Figures 08 1.3. 2018 Highlights 10 1 STRATEGY AND VALUE CREATION 12 2.1. Strategy 12 2.2. Business model 14 2.3. Value creation 16 BUSINESSES – FINANCIAL COMMUNICATION – TAX POLICY AND REGULATORY ENVIRONMENT 24 3.1. Businesses 24 3.2. Holdings 43 3.3. Operations Sold 44 3.4. Financial communication, tax policy and regulatory environment 44 3.5. Tax Policy 45 3.6. Insurance 46 3.7. Investments/Divestitures 46 3.8. Seasonality of Group Businesses 47 3.9. Raw Materials 47 NON-FINANCIAL PERFORMANCE 48 Gregory Porter 4.1. Vivendi’s Societal Project 48 Bigflo & Oli 4.2. Governance centered on non-financial performance 48 4.3. Main non-financial risks 52 4.4. Our key commitments 53 4.5. Indicator tables 82 4.6. Correspondance table 89 4.7. Verification of non-financial data 90 –— VIVENDI –— ANNUAL REPORT 2018 –— 05 1 1.1. Simplified Organization Chart of the Group PROFILE OF THE GROUP SECTION 1. PROFILE OF THE GROUP 1.1. Simplified Organization Chart of the Group UNIVERSAL CANAL+ HAVAS MUSIC GROUP GROUP 100% 100% 100% Recorded Canal+ Havas Music Creative Group UMG (France) Music Canal+ Havas Publishing International Media Group UMPG (International) Merchandising Studiocanal Havas Bravado (Motion Pictures) Health & You (1) Since January 31, 2019. (2) Percentage of controlling interest as of December 31, 2018. (3) Listed Company. (4) Based on the aggregate number of ordinary shares with voting rights. (5) On April 9, 2018, in compliance with the undertakings given to the AGCOM, Vivendi transferred the portion of its shareholding in excess of 10% of Mediaset’s voting rights to an independent Italian trustee. (6) Of the share capital (% interest). 06 –— VIVENDI –— ANNUAL REPORT 2018 –— –— VIVENDI –— ANNUAL REPORT 2018 –— 07 PROFILE OF THE GROUP 1.1. Simplified Organization Chart of the Group 1 13 EDITIS (1) GAMELOFT VIVENDI NEW HOLDINGS (2) VILLAGE INITIATIVES 100% 100% 100% 100% 23.94% Gameloft SE Fiction Talents (France) Dailymotion Inc.