Vivendi

Proposed Extension of the Exercise Period of the Rights to Sell Lagardère Shares to June 15, 2025 - Seite 2

Annex

Summary of the main terms and conditions of the transfer rights³

Allocation of the transfer rights

In consideration of waiver of the right to participate in the principal leg of Vivendi SE’s public tender offer for Lagardère SA, as declared compliant by the French Financial Markets Authority (AMF) in its decision no. 222C0835 dated April 12, 2022, Vivendi SE granted a transfer right in respect of each Lagardère SA share tendered in the subsidiary leg of that offer, subject to compliance with certain additional conditions.

Vivendi SE’s financial commitments in respect of the exercise of the transfer rights are guaranteed by BNP Paribas, CIC, Natixis and Société Générale in their capacity as the presenting institutions underwriting the Offer, in accordance with the last subparagraph of Article 231-8 of the General Regulation of the AMF.

Characteristics of the transfer rights

Each transfer right confers on its holder the right to sell one Lagardère share to Vivendi SE (subject to any adjustments indicated in Section 2.3.4 of the offer document) at a price of €24.10, during the exercise period up to and including December 15, 2023, which it is proposed be extended to June 15, 2025 (inclusive) (the “Exercise Period”).

The transfer rights are contractual rights that are neither negotiable securities nor financial instruments. They are transferable but non-negotiable. A beneficiary’s transfer of its transfer rights is governed by Articles 1321 et seq. of the French Civil Code, and must be notified without delay by the transferor or transferee to Société Générale Securities Services ([e-mail]). The transfer rights are admitted to trading on Euroclear France.

The transfer rights are subject to French law.

Procedures for exercising the transfer rights

Transfer rights that have not been exercised at the end of the Exercise Period will lapse.

Société Générale Securities Services (the “Centralizing Agent”) is responsible for centralizing operations for the exercise of transfer rights. Its fees are paid by Vivendi SE.

Each transfer right only carries entitlement to sell a single share to Vivendi SE (subject to any adjustments described in Section 2.3.4 of the offer document) and may only be exercised once. Should a transfer right be exercised, it will automatically be extinguished and must be debited from the account of the beneficiary concerned; the share and the corresponding transfer right will be deposited with the Centralizing Agent at the same time, through its financial intermediary, to be transferred from the account of the beneficiary concerned to that of Vivendi SE.