Vivendi

Relating to an Employee Shareholding Plan - Seite 2

Maximum Participation Amount:

The Management Board has decided that the number of shares offered shall be limited to:

- 1,250,000 shares under the standard plan: “Groupe Vivendi Relais 2020” FCPE, section “Relais Vivendi Epargne” and

- 7,000,000 shares under the Vivendi “Opus 20” leveraged plan.

Purchase price:

On May 28, 2020, the Chairman of the Management Board acting pursuant to a resolution adopted by the Management Board at its meeting held on December 9, 2019, will set the purchase price which will be equal to 85% of the average opening price of Vivendi shares on the Euronext Paris market over the twenty (20) trading days preceding May 28, 2020.

Maximum investment: pursuant to Article L.3332-10 of the French Labor Code, annual payments made by the beneficiaries of the offer may not exceed one-quarter of their gross annual compensation. This legal limit takes into account all other payments that may be made by employees in connection with a savings plan of their company and/or of the group.

Lock-up period: pursuant to Article L.3332-25 of the French Labor Code, employees participating in the employee shareholding plan will be required to keep the units of their company mutual funds (Fonds communs de placement d'entreprises - FCPE) until May 31, 2025, inclusive, except in the event of an early exit.

Voting rights: The voting rights attached to shares held in FCPEs will be exercised by the Supervisory Board of the FCPE. Voting rights attached to shares subscribed directly will be exercised by participating employees, or, where applicable, in accordance with the terms and conditions set forth in the documentation relating to the offer.

Reduction of subscription requests:

For each plan, if the total number of Vivendi shares requested by employees is higher than the number of shares offered, a reduction will be made in accordance with the following principles:

• in order to allow the greatest number of employees to participate, the Chairman of the Management Board, to whom all appropriate powers have been granted, will set a guaranteed minimum number of shares per participant (equal to the maximum number of shares offered under the plan divided by the number of participants to such plan);
• a subscription request that is less than or equal to this minimum number will be accommodated in full; and
• a subscription request that is higher than this minimum number will be accommodated up to this minimum amount; the portion of the request that exceeds the minimum number will be reduced proportionally, up to the maximum number of shares offered under the plan.

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