Vivendi

Universal Music Group: Update on the proposed distribution

Regulatory News:

Vivendi (Paris:VIV) will propose the setting up of a governance structure for Universal Music Group (UMG) NV, which is expected to list its shares on the Euronext Amsterdam stock exchange on September 27, 2021 at the latest, consistent with the best policies and standards, treating all shareholders on an equal basis.

Subject to Tencent’s and the members of its Consortium’s approval, the following principles will be proposed by Vivendi:

• A Board of UMG NV Directors comprised primarily of non-executive members, a majority of whom will be independent;
• Shareholders’ meetings will be free to elect directors in accordance with the majority conditions provided by law;
• Neither Vivendi nor Group Bolloré intend to be represented on the Board at this stage;
• The principle of “one share, one vote” will be fully observed as no preferred shares nor any other multiple voting rights will be exercised;
• No poison pill mechanism will be put in place;
• Board members’ term of office will be limited to two business years.

Prior to the distribution of 60% of the UMG shares to Vivendi shareholders, the group is analyzing the opportunity of selling 10% of UMG shares to an American investor or initiating a public offering of at least 5% and up to 10% of UMG shares. Furthermore, Vivendi will retain 10% of the UMG share capital for a minimum period of two years in order to remain associated with the development of its subsidiary while benefiting from the protection of EU legislation applicable to parent companies and subsidiaries from different Member States.

Vivendi and UMG released UMG’s financial statements for the first quarter of 2021 showing excellent results, with an EBIT of €322 million compared to €248 million in the first quarter of 2020, thanks to a 9.4% revenue growth and strict cost control during the period.

	UMG - First quarter ended March 31
(in millions of euros)	2021		2020			% change at constant change and perimeter