SPIN-OFF

SPIN-off information

Disclaimer

The following page includes information and documents pertaining to (i) the contemplated partial asset contribution subject to the French legal regime applicable to demergers (apport partiel d’actifs soumis au régime des scissions), whereby Vivendi SE would contribute to Canal + S.A. (the “Company”) all of the ordinary shares it holds in the share capital of Groupe Canal+ S.A. [, together with such other assets, liabilities, rights and obligations described in the contribution agreement entered into between Vivendi SE and the Company], and shares of the Company issued as consideration for such contribution would be allocated directly to the shareholders of Vivendi SE, in accordance with Article L. 236-27, para. 2 of the French Code de commerce (the “Partial Demerger”), and (ii) the contemplated admission of the Company’s shares to the equity shares (commercial companies) category of the Official List of the U.K. Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (the “Admission”). The contemplated Partial Demerger is in particular subject to the approval of Vivendi SE’s shareholders at an extraordinary general meeting expected to be held in December 2024. For additional information regarding the spin-off of Vivendi or the extraordinary general meeting of Vivendi’s shareholders, please refer to Vivendi’s website (https://www.vivendi.com/en).The information and documents available on the following page are for informational purposes only and are not intended to, and do not, constitute an offer or invitation to sell or a solicitation of an offer to subscribe for or buy, or an invitation to purchase or subscribe for, any securities of Vivendi SE or the Company, any part of the business or assets described in any of these documents, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the transactions described herein or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Neither this information, nor any documents available on the following page should be construed in any manner as a recommendation to any reader thereof.The distribution of the information and documents available on the following page may be restricted by law in certain jurisdictions. All persons who wish to access this information and documents should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access such information and documents and observe any such prohibitions or restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company assumes no responsibility if there is a violation of applicable laws or regulations by any person.The allocation of shares of the Company to Vivendi SE’s shareholders as part of the contemplated Partial Demerger is expected to be carried out in circumstances that do not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 of 14 June, 2017, as amended, or the UK Retained Regulation (EU) 2017/1129.The Company’s shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended.I have read and understood the foregoing, and by continuing reading the information and accessing the documents available on the following page I hereby agree to the foregoing and to comply with all of the above restrictions:

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LONDON STOCK EXCHANGE LISTING

A GLOBAL MEDIA AND ENTERTAINMENT POWERHOUSE

The CANAL+ group is a global media and entertainment group with leading positions in high-growth and mature markets, generating revenues in 195 countries and operating directly in 52 countries, with a total of 9,000 employees worldwide.

In late 2023, the group’s owner Vivendi began a feasibility study to consider the separation of its entities, including CANAL+, to become stand-alone publicly listed companies.

On [28] October 2024, the Vivendi Management Board decided to implement this Spin-Off and Partial Demerger, subject to the approval by the Vivendi General Meeting, pursuant to which all the CANAL+ Shares will be distributed to the Vivendi Shareholders, admitted to the equity shares (commercial companies) category of the Official List of the FCA and be traded on the LSE’s main market for listed securities. Admission is currently expected to occur on [16] December 2024.

26.8

million subscribers worldwide 

€6.2

billion in revenues

400+

million monthly active users 

* Figures as of 31/12/2023

Key investment highlights

  • Strong market growth dynamics
  • Unique positioning with multi-content & multi-technology platform
  • Strong financial discipline and data-driven approach
  • Global scale with attractive growth opportunities ahead
  • Highly resilient business model
  • Impactful ESG strategy
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information

Documents related to the spin-off

AGENDA

Upcoming events

SPIN-OFF

CANAL+ Capital Markets Day

18 November 2024 in London, UK

More information available on cmd@canal-plus.com

CANAL+ GROUP
IN BRIEF

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