RESULTS P. 3
— 2022 Annual results
NEWS P. 4
— 2022 marked by solid
operationalperformance
DIARY P. 8
— Shareholders’ diary
Vivendi and you
TOGETHER
APRIL 2023
LETTER TO OUR SHAREHOLDERS
DR Prisma Media
Photos / DR
A GROUP WITH AN
INTERNATIONAL OUTLOOK
Yannick Bolloré, Chairman of the Supervisory Board,
and Arnaud de Puyfontaine, Chairman of the Management Board
Dear Shareholders,
T
he year 2023 will open up new horizons for Vivendi. Since June 2022, Vivendi hasheld
more than 57% of the share capital of Lagardère, which notably owns Hachette,
theworld’s thirdlargest publishing company. Vivendi itself owns Editis, one of the
leading publishersinFrance.
On March 14, to avoid potential antitrust problems, Vivendi announced that it had
entered into exclusive negotiations with International Media Invest a.s., a subsidiary
of the Czech holding company CMI, founded by Daniel Kretinsky, with a view to selling
100% of Editis. This contemplated transaction would require the authorization of the European
Commission and besubject to the information and consultation procedure involving the relevant
employee representative bodies.
The planned combination of Lagardère and Vivendi will greatly contribute to its strategy of building
a global leader in culture, entertainment and media.
Subject to authorization from the European Commission, this transaction will:
•
consolidate our strong industrial ambitions through significant investments, particularly in quality
content, in France and abroad; and
•
seize external growth opportunities in the areas in which Lagardère operates and contribute to
thegreater promotion of European culture.
Vivendi intends to preserve the integrity of the Lagardère group and provide it with the resources
needed for its growth. To do so, it can rely on a solid financial position, with €2.8 billion in credit
facilities available as of December 31, 2022.
This solid financial situation has also enabled the company to make progress in implementing its
strategic roadmap focused on the transformation, internationalization and integration of its businesses.
The record revenues posted by Gameloft in 2022 is a perfect example of this: its transformation to a
publisher of cross-platform games is a real success. Furthermore, Canal+ Group now owns more than
30% of MultiChoice Group, the leader in pay-TV in English- and Portuguese-speaking Africa. Crossing
this threshold demonstrates our strong belief in the prospects of this group and the African continent,
to which we are deeply committed.
In light of the foregoing, Vivendi is embracing 2023 with confidence, while remaining attentive to
themacroeconomic and geopolitical context.
Thank you for your loyalty. We hope you enjoy this newsletter!
2 — LETTER TO OUR SHAREHOLDERS APRIL 2023
RESULTS
2022 ANNUAL RESULTS
Vivendi recorded a solid operating
performance in 2022, driven by Havas,
Canal+ Group and the record
contribution from Gameloft.
In 2022, revenues were €9,595 million,
up 10.1% compared to 2021 andup5.1%
at constant currency and perimeter.
EBITA wasup 35.6% (+24.6%atconstant
cu
rre
ncyand perimeter
(1)
) to€868 million.
Earnings attributable to Vivendi SE
shareowners amounted to a loss
of €1,010
million, adversely affected
by non-recurring items. These include:
•
the fair value adjustment of theTelecom
Italia shares, leading to a loss on
deconsolidation of €1,347 million. As of
December 31, 2022, Vivendi no longer
accounts for its interest in Telecom Italia
under the equity method, as Vivendi no
longer has a significant influence on this
company following the resignation of its
two representatives from the Telecom
Italia Board of Directors;
•
Vivendi’s share of the net earnings
ofTelecom Italia of –€393 million;
•
the increase in EBITA
of €229 million;
•
the capital gain of €515 million on
thecontribution of Vivendi’s
interestinBanijay Group Holding
toFLEntertainment; and
•
the net earnings of Editis, a discontinued
operation. Vivendi has tested the value
of goodwill allocated to Editis. As of
December 31, 2022, Editis’ recoverable
amount was less than its carrying
amount, which led to a goodwill
impairment loss of €300 million.
Adjusted net income, excluding Telecom
Italia
(2)
, was €677 million, up 19.4%
compared to 2021.
Vivendi enters into exclusive negotiations with IMI for the sale of Editis
As Vivendi holds more than 57% of Lagardère, the owner of Hachette, it is negotiating the sale of its subsidiary Editis,
to avoid potential antitrust problems.
T
he announcement was made on
March 14, 2023. Vivendi entered
into exclusive negotiations with
International Media Invest a.s. (IMI),
a subsidiary of the Czech holding company
(CMI), for the sale of 100% ofEditis.
Awholly owned subsidiary of Vivendi,
Editis is the second-largest publisher
inFrance with 53 prestigious publishing
houses. It covers all writing genres
andtheir diffusion and distribution.
In April 2022, Vivendi launched a friendly
public tender offer for Lagardère, which
notably owns Hachette, the world’s third
largest publishing company.
As of December 31, 2022, Vivendi held
57.66% of the share capital and 22.81%
ofthe theoretical voting rights, pending
approval of Vivendi’s acquisition of control
of Lagardère by the competition authorities.
The combination of Lagardère and Vivendi
requires the approval of the European
Commission. Vivendi received several
offers for the sale of the entire share capital
of Editis. After examining these offers,
theManagement Board decided
toenterinto exclusive negotiations
withInternational Media Invest a.s. (IMI),
asubsidiary of CMI, founded by Daniel
Kretinsky. Thiscontemplated transaction
would require the authorization ofthe
European Commission and besubjected
tothe information and consultation
procedure involving therelevant employee
representative bodies. The plan to distribute
Editis shares to Vivendi shareholders
andtolist them ontheEuronext Growth
market has beensuspended.
In 2022, in a declining sector, Editis’
revenue were €789 million, down 8.1% at
constant currency and perimeter compared
to 2021. This decline must, however,
bekept in perspective of the unprecedented
growth recorded by Editis in 2021.
In 2022, Editis’ tourism and comics/
mangasegments outperformed their
already dynamic markets, posting
double-digit revenue growth.
In the comics and manga segment,
Editisisbuilding on its flagship collections
and expanding by opening new publishing
houses: Black River, dedicated to comics,
and Kotoon, specialized in webtoons.
Inaddition, Editis, either through its own
publishing houses or through third-party
publishers, remained at the top of the sales
charts in 2022, thanks in particular to Joël
Dicker’s new book L’Affaire Alaska Sanders,
Lucia, the thriller by Bernard Minier, 9 Noa
by Marc Levy, and Labyrinthes by Franck
Thilliez. Furthermore, by acquiring
Educlever, Editis has given impetus to its
ambition to become a key player in digital
transformation, education and training.
Lastly, Editis has pursued an ambitious
program to modernize its logistics system,
which should particularly enable it
toofferdelivery within 24hours to
booksellersin France.
(1) Constant perimeter notably reflects the consolidation of Prisma Media since June 1, 2021, as well as the equity accounting of Lagardère since July 1,
2021,and Universal Music Group since September 23, 2021. (2) Excluding the share of earnings of Telecom Italia accounted for under the equity
method.SinceDecember 31, 2022, Vivendi has ceased to account for Telecom Italia under the equity method.
LETTER TO OUR SHAREHOLDERS — 3 APRIL 2023
NEWS
2022 marked by
solidoperational
performance
In 2022, Vivendi’s business was driven by the performances of Havas, Canal+ Group
andtherecord revenues posted by Gameloft.
Canal+ Group
In 2022, Canal+ Group’s revenues were
€5,870
mil
lion, up 1.7% compared to 2021
(+0.3%at constant currency and perimeter).
Revenues from television operations in
mainlandFrance increased by 1.6% at constant
currency and perimeter compared to 2021,
withthe subscriber base up by457,000 to
reach9.5 million subscribers.
Revenues from international operations grew
by3.5% at constant currency and perimeter
compared to 2021, with the subscriber base
increasing by 1.3 million to reach 16 million
subscribers. At the end of December 2022, Canal+
Group’s total subscriber portfolio (individual and
collective) reached 25.5 million, compared to
23.7 million at the end of December 2021.
In contrast, Studiocanal’s revenues decreased
by22.8% at constant currency and perimeter.
This drop was due to the fact that 2021 was an
exceptional year for TV series and also due to
thepostponement of the release of international
films to 2023 to optimize their box-office
performance. In early January 2023, Canal+
Group and Orange signed a memorandum of
understanding for the acquisition of the OCS
pay-TV package and Orange Studio, the films and
series co-production subsidiary, held by Orange.
Lastly, on February 10, 2023, Canal+ Group,
thelargest shareholder in MultiChoice Group
since September 2021, announced that it now
holds 30.27% of the company’s share capital.
Thisthreshold crossing demonstrates the
confidence of Canal+ Group and Vivendi in the
prospects of MultiChoice Group and the African
continent, to which they are very attached.
DR Canal+
4 — LETTER TO OUR SHAREHOLDERS APRIL 2023
Gameloft
In 2022, Gameloft’s revenues reached an all-time high of €321 million, up 21.2%
compared to 2021 (+19.4% at constant currency and perimeter). This strong increase
isthe result of Gameloft’s strategic shift towards Console-PC-Mobile multi-platform
games and the success of Disney Dreamlight Valley, launched in September 2022
simultaneously on Nintendo Switch, PlayStation 4 and 5,
Xbox One and Series X/S, Steam, Epic and Microsoft
Store. Console and PC represented 28% of its revenues
in 2022. In 2023, more multi-platform games positioned
as GaaS (game as a service) will be released by
Gameloft studios.
Prisma Media
Driven by a growing digital business, Prisma
Media’s revenues for 2022 were €320
mil
lion,
stable at constant currency and perimeter
compared to 2021 (twelve-month data
(1)
).
At the end of December
202
2, Prisma Media
brands held leading positions in their sector in
terms of digital audiences: Télé-Loisirs is no.1
inthe Entertainment segment with a monthly
average of 20
mil
lion unique visitors (UVs) while
Capital is no.1 in the Economic segment with
9.5 million UVs; Femme Actuelle is now no.1
inthe Women’s segment, taking the lead over
LeJournal des femmes with 18
mil
lion UVs;
andGala confirmed its position as the European
media leader on TikTok with more than 5
mil
lion
followers on this network.
Hearst Magazines International chose Prisma
Media to launch the French version of Harper’s
Bazaar
(see page 6).
(1) Vivendi has fully consolidated Prisma Media since
June 1, 2021.
Havas
Havas reported another year of sustained
growth in 2022, thanks to strong
commercial performances from its three
divisions (Creative, Health &You and
Media) and an aggressive external
growth policy. It acquired eight majority
interests, the most since 2015. Havas
strengthened its positions, particularly
inthe United Kingdom, now its second
largest market in Europe, while at the
same time developing new areas of
expertise. Havas’ net revenues
(1)
were
€2,590
mil
lion, up 15.8% compared to
2021. Its organic growth was up 6.8%
compared to 2021 (+10.4% in 2021
compared to 2020).
(1) Net revenues, a non-GAAP measurement,
relates to Havas’ revenues less pass-through
costs chargeable to customers.
DR Havas London
Avatar Designer, Gameloft. All rights reserved
DR Prisma Media
LETTER TO OUR SHAREHOLDERS — 5 APRIL 2023
Prisma Media launches
Harper’s Bazaar
in France
Hearst Magazines International chose Vivendi and Prisma Media as partners to deploy
theHarper’s Bazaar license in France over the coming years. Founded in 1867, Harper’sBazaar
was the first fashion magazine and is today sold in 28countries.
DR Prisma Media
The launch of Harper’s Bazaar marks the
beginning of a great adventure into the luxury
sector for Prisma Media. Its arrival on the French
market is indeed a historic launch:
•
this is the first launch of Harper’s Bazaar in
France, even though Paris is the world capital
offashion and the first editor-in-chief of the
American edition of Harper’s Bazaar was a
woman of letters, who was a committed
Francophile andtranslator of many French books;
•
this is the first time in 100 years that a brand
with such an aura has arrived onto the French
fashion and luxury market; and
•
this is Prisma Media’s first launch in
thissegment.
Prisma Media’s ambition is to become the leading
publishing company in the French fashion and
luxury market. It already has experience in
exploiting major American licenses as it has
managed the National Geographic brand for over
20 years and Harvard Business Review for the
past decade.
Harper’s Bazaar is widely known in the fashion
and luxury segment worldwide, yet is relatively
unknown in France. Prisma Media intends to
promote the brand in France, particularly among
the general public. The license will be deployed
across many categories: a monthly magazine,
awebsite and social networks (TikTok, Instagram,
LinkedIn), which are the natural channels to win
over younger readers.
Furthermore, Prisma Media is partnering up
withInstitut français de la mode to create digital
content and the magazine’s very attractive price
(only €4.90) should help attract a young readership.
The magazine market is a supply market that
needs to be constantly fed by new and engaging
content, and the fashion segment in France has
been dull for quite some time. With the arrival
ofHarper’s Bazaar, Prisma Media intends to bring
fresh energy to this sector. The launch is highly
anticipated among advertisers and agencies.
Vivendi’s powerful media presence combined
with Prisma Media’s publishing expertise are
unique strengths for developing Harper’s Bazaar
inFrance. The activities carried on by Vivendi and
Prisma Media have many points in common with
those of the luxury industry in that they involve
crafts with a strong creative focus.
6 — LETTER TO OUR SHAREHOLDERS APRIL 2023
DR Vivendi/RSE
VIVENDI IS COMMITTED
I
n 2023, Canal+ will propose the richest
cinema offer in its history. The group is
the principal artistic and financial partner
of French cinema, has agreements with
the top American studios, and produces,
distributes and restores movies through its
subsidiary Studiocanal.
In December 2
021, Canal+ entered into a
partnership with French film bodies, allowing
it to broadcast movies six months after
theirrelease in theaters. Canal+ invests
€200
m
illion in French cinema annually.
Media chronology rules also apply to
American movies, which are abundant on
Canal+ thanks to agreements signed with six
American key players: Disney, Fox, Warner,
Paramount, Sony Pictures Entertainment
andNBC Universal Global Distribution.
In addition, all the best movies from
Studiocanal, the leading European producer
and distributor, can be found on Canal+.
Studiocanal also has the largest movie
library in Europe and one of the most
prestigious in the world (over 8,000titles).
In2022, Studiocanal was the leading
Frenchdistributor with almost 9 million
admissions thanks to box office successes
like Super-héros malgré lui, Novembre,
Resteun peu, En corps, and Ténor.
For 2023, it confirms its ambition to
developprojects of international caliber.
Movies currently under development
includeJoséphine Baker and Smiling Hacker
in France, and Cold Storage and Amy
Winehouse abroad. In France, Studiocanal’s
start to the year was marked by the success
of Alibi.com2, now the second-biggest hit
inits history with almost 3.9
m
illion
admissions as of March 22.
Each year, nearly 4,500movies are available
in linear broadcasting and on-demand
onCanal+’s 9 movie channels (and some
15Ciné+ channels on myCanal). A new
movie channel, Canal+ Box-Office, which
will showcase the biggest box-office hits,
will be launched by September. In addition
to movies, Canal+ produces documentaries
and programs about cinema: Tchi Tcha
(behind the scenes of movies), LeCercle
(debates on box office releases),
L’hebd’Hollywood (review of American
cinema from Los Angeles), + DE COURTS
(news about short films) and Genre Genres
(aprogram hosted by Antoine de Caunes).
Canal+ is also a partner of major film events:
the César Awards, the Oscars, the Golden
Globes, the BAFTAs and now the Venice
Film Festival.
Canal+ confirms
its status as a privileged
partnerforcinema
As new subscriptions are primarily motivated by cinema, Canal+ gives it more
prominence than ever before.
The environment
is at the heart of
our CSR strategy
As a key priority in Vivendi’s CSR strategy,
environmental issues have been in the spotlight
in recent months. The Science-Based Targets
initiative (SBTi)
(1)
has validated the group’s
carbon reduction plan. In addition to the
long-term 2035 objectives validated by the
organization, Vivendi has set intermediate
objectives for 2025.For its part, the CDP (Carbon
Disclosure Project), a leading organization in
thearea ofcorporate environmental ratings,
awarded Vivendi an A– rating. Although the
CDPtightened its criteria in 2022, Vivendi
moved up three places in its rating compared
toprevious years (C in 2021) and is now above
the average rating (B) for companies in its
sectorand for European companies.
Finally, Vivendi has become the main media
partner of Plastic Odyssey, a project aiming to
reduce plastic pollution in the ocean. The group’s
various businesses are mobilized to help achieve
the ambitions of this initiative. Canal+ will produce
a documentary and broadcast a webseries on
Les Éclaireurs (its digital media dedicated to
positive initiatives) and on Dailymotion. GEO,
Çam’intéresse and Capital (Prisma Media) will
produce content, and the project’s co-founders
will be invited on the program Envie d’agir
(whichaims to inspire social engagement).
Alibi.com 2 ©2021 / Axel Films Production – BAF Prod –
Studiocanal – TF1 Studio – TF1 Films Productions
(1)An initiative supported by the Carbon Disclosure
Project (CDP), the United Nations Global Compact,
the World Resources Institute (WRI) and the World
Wildlife Fund (WWF).
LETTER TO OUR SHAREHOLDERS — 7 APRIL 2023
Important disclaimer: forward-looking statements. This Letter to our Shareholders contains forward-looking statements concerning Vivendi’s financial condition, results of transactions, businesses, strategy and prospects, including issues
regarding the impact of certain transactions and the payment of dividends and distributions, as well as share repurchases. Although Vivendi believes that such statements are based on reasonable assumptions, they do not constitute guarantees
of future performance by the company. Actual results may differ materially from forward-looking statements because of a number of risks and uncertainties, many of which are beyond our control, in particular risks related to obtaining the consent
of competition authorities and other regulatory authorities, as well as all other authorizations that may be required in conjunction with certain transactions and the risks described in the documents Vivendi has filed with the Autorité des marchés
financiers. Also available in English on our website (www.vivendi.com). Investors and securities holders may obtain free copies of the documents filed by Vivendi from the Autorité des marchés financiers (www.amf-france.org) or directly from
Vivendi. This Letter to our Shareholders contains forward-looking statements that can be assessed only as of the date of its dissemination. Vivendi makes no commitment to supplement, update or alter these forward-looking statements as a
result of new information, future events or any other reason. Unsponsored ADRs. Vivendi does not sponsor American Depositary Receipt (ADR) programs for its shares. Any currently existing ADR program is “unsponsored” and has no connection
of any kind with Vivendi. Vivendi disclaims all responsibility for such programs.
QUESTION FROM A SHAREHOLDER
How much will Vivendi’s dividend be for 2022? Will you pay out an exceptional
dividend following the sale of Editis?
Vivendi’s General Shareholders’ Meeting, which will be held on April 24 at 10:00 am
at the Olympia, will vote on the proposal to distribute an ordinary cash dividend of
€0
.25 per share in respect of fiscal year 2022, identical to the dividend paid last year.
This amount represents a yield of 2.5% compared to the closing price of Vivendi
shares on December 31, 2022 (the ex-dividend date would be on April 25, 2023,
andpayment would occur as from April
2
7, 2023).
It is too early to answer your second question. Vivendi has just recently entered
i
ntoexclusive negotiations with IMI for the sale of Editis. The transaction has not yet
been finalized. It would require the authorization of the European Commission and be
subject to information and consultation procedures with the relevant employee
representative bodies.
VIVENDI SHARE PRICE
Stock price/reinvested dividends
You are receiving this Letter to our Shareholders
under the terms of the French Data Protection
Act of January 6, 1978, pursuant to which
youmay exercise your right to access, correct
or contest personal data by sending an e-mail
to[email protected], or by writing us at
Vivendi – Shareholders Information department
–42, avenue de Friedland – 75008 Paris – France.
CONTACT US
For further information on Vivendi,
please contact the Shareholders
Information department:
— by mail:
Vivendi – Shareholders Information department
– 42,
av
enue de Friedland,
75008 Paris
—
by e-mail: actionnaires@vivendi.com
—
and by phone: 0805050050 toll-free
from a fixed line phone if you are calling
fromFrance, or +33 (0)171713499 if you are
calling from abroad. The department will
respond Monday through Friday from 9:00 am
to 6:00 pm (hours extended in the event
ofimportant news).
IF YOU OWN AT LEAST
ONEVIVENDI SHARE
You can join the Vivendi Shareholders’ Club
(events and meetings in France). Send us
yourmembership form downloadable from
theInternet or sent on request by
theShareholders Information department.
www.vivendi.com
FINANCIAL AGENDA 2023
April 24: Publication of revenues
forthe1
st
quarter.
April
24: at 10:00 am, Combined Annual
General Shareholders’ Meeting at l’Olympia.
SHAREHOLDERS’
DIARY
VIVENDI AND YOU
This Letter to our Shareholders is produced by Vivendi’s Corporate Department and .
6-2014 12-2014 6-2015 12-2015 6-2016 12-2016 6-2017 12-2017 6-2018 12-2018 6-2019 12-2019 6-2020 12-2020 6-2021 12-2021 6-2022 12-2022
325
310
295
280
265
250
235
220
205
190
175
160
145
130
115
100
85
70
Vivendi* CAC 40*
+109.0%
+14 0.6%
*
Dividends reinvested (including the distribution of UMG shares reinvested in Vivendi as on September 21, 2021).
Base 100: June 24, 2014, Vivendi share performance calculated on the Vivendi non-adjusted historical stock price.