Vivendi: Supplement no.3 to the description, of May 27, 2019, of the share buyback program authorized by the Combined General Meeting of shareholders of April 15, 2019

and implemented by delegation from the Management Board on May 24, July 23, November 15, 2019 and February 10, 2020

Regulatory News:

Vivendi (Paris: VIV)

This supplement n ° 3 is established in application of the provisions of articles 241-1 and 241-2 of the General Regulations of the Autorité des Marchés Financiers.

1. Date of the General Meeting which authorized the share buyback and implementation program.

The authorization for the Company to purchase its own shares was given by the Combined General Meeting of April 15, 2019 (twenty-seventh resolution). It is implemented by delegation from the Management Board on May 24, July 23, November 15, 2019 and February 10, 2020.

2. Number of shares and share of the capital held directly or indirectly.

Between May 28, 2019, the date of implementation of the program, and July 23, 2019, the number of shares purchased on the market as part of the program description posted on May 27, 2019 amounted to 65.465 million d shares.

Between August 7 and November 13, 2019, the number of shares bought back on the market as part of supplement 1 to the description of the share buyback program, published on August 6, 2019, amounted to 27,866,234 actions.

Between November 18, 2019 and February 4, 2020, the number of shares repurchased on the market as part of supplement 2 to the description of the share buyback program, published on November 15, 2019, amounted to 22,551 808 shares.

Consequently, and following the cancellation of shares described in paragraph 4 below, the number of shares held directly or indirectly on February 13, 2020 is 21,973,7841, or 1.85% of the share capital to date.

It is specified that under this supplement n ° 3 to the description of the share buyback program, the number of shares likely to be bought back and held directly or indirectly by the Company amounts to 15,047,768 shares, as specified in paragraph 4 below, or 1.27% of the additional share capital to date.

1 Including 465 shares held by a Vivendi subsidiary.

3. Breakdown by objectives of the securities held directly.

As of February 13, 2020, the allocation of the shares held is as follows:

Coverage of performance action plans 2,869,833 (at)

Cancellation of shares 19,103,486

External growth 0

  1. After reallocation, on November 26, 2019, of 4,169,149 shares previously backed by the hedge of performance share plans and after transfer, on November 28, 2019, of 23,796 Vivendi shares in favor of beneficiaries of the allocation plan Havas performance shares of August 27, 2015.

4. Objective of the buyback program and of this supplement n ° 3

As part of the Management Board decision of February 10, 2020, the maximum number of shares that can be bought back, depending on market conditions, as part of the current share buyback program and as part of this supplement. n ° 3 is 15,047,768 shares, or 1.15% of the share capital on the date of implementation of the program. These 15,047,768 additional shares will be bought back in order to:

– Proceed, if necessary, with transfers to employees or corporate officers of companies of the Vivendi group subscribing to the group savings plan or to the Vivendi international group savings plan, in the amount of 8,250,000 shares,

– Cover performance action plans, for the balance, for 6,797,768 shares.

In order to benefit from the exemption provided for in article 4.2 of Delegated Regulation (EU) n ° 2016/1052 of the European Commission relating to the authorization to acquire own shares in the negative window period, it is specified that the specific procedures for implementing this objective are as follows:

– Implementation of the program by an investment service provider under an irrevocable and independent mandate for the completion of purchases, and

– Implementation from February 14, 2020 and for a period expiring April 17, 2020.

Number of actions canceled in the last 24 months

As part of the authorization given by the Combined General Meeting of April 15, 2019 (twenty-eighth resolution), the Management Board canceled between June 17 and November 26, 2019, in application of the provisions of article L. 225 -209 of the French Commercial Code, a total of 130,930,810 treasury shares, representing 10% of the capital on the date of implementation of the program.

– Cancellation on June 17, 2019 of 50 million shares, including:

  1. 20,017,895 shares purchased on the market as part of the current share buyback program,

  2. 29,982,105 shares held by the company, previously backed by external growth and reallocated for cancellation;

– Cancellation on July 25, 2019 of 44,679,319 shares, all purchased on the market as part of the current share buyback program;

– Cancellation on November 26, 2019 of 36,251,491 shares, of which:

  1. 32,082,342 shares purchased on the market as part of the current share buyback program,

  2. 4,169,149 shares, from the 7,062,778 shares previously backed by the hedge of performance action plans, and reallocated for cancellation.

5. Maximum share of capital, maximum number and characteristics of securities, maximum purchase price

As of May 28, 2019, on the implementation date of the share buyback program, the share capital amounted to € 7,201,194,572 divided into 1,309,308,104 shares.

The General Meeting set the maximum share of the capital likely to be purchased by Vivendi at 10% of the number of shares making up the share capital, ie a theoretical number of 130,930,810 shares.

The maximum purchase price set by the General Meeting was set at 25 euros per share.

6. Duration of the buyback program

The duration of the program has been set at 18 months from the General Meeting on April 15, 2019, until October 14, 2020.

7. Assessment of the previous buyback program

The Combined General Meeting of April 19, 2018 (twenty-fourth resolution) authorized the Management Board to set up a share buyback program for up to 5% of the share capital at the maximum unit purchase price of 24 euros.

The Management Board has not implemented this authorization.

Cumulative gross flows from transfers from April 19, 2018 to May 23, 2019

transfers

Number of titles

1,565,188 (1)

Average unit price in euros (book value)

18.27

Cumulated amount in euros

28 594 131

(1) Transfer in favor of certain beneficiaries of free performance share allocation plans

8. Liquidity contract

Vivendi has, on January 3, 2005, implemented a liquidity contract in accordance with the AMAFI Code of Ethics, for a period of one year, renewable by tacit agreement.

Since 2016, this liquidity contract has been suspended.

9. Open positions on derivatives: nothingness