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CREDIT INVESTOR PRESENTATION Paris May 18, 2016 IMPORTANT LEGAL - PowerPoint PPT Presentation

CREDIT INVESTOR PRESENTATION Paris May 18, 2016 IMPORTANT LEGAL DISCLAIMERS This presentation has been prepared solely for the purpose of providing information about Vivendi (the Company) and its consolidated subsidiaries (the


  1. CREDIT INVESTOR PRESENTATION Paris – May 18, 2016

  2. IMPORTANT LEGAL DISCLAIMERS This presentation has been prepared solely for the purpose of providing information about Vivendi (“the Company”) and its consolidated subsidiaries (the “Group”). Recipients should not rely solely on the information contained herein when making any investment decision. This presentation should not be construed in any manner as a recommendation by the Company to any reader of this presentation. Each recipient of this presentation agrees that all of the information contained in this presentation is confidential, that the recipient will treat information confidentially, and that the recipient will not directly or indirectly duplicate or disclose this information without the prior written consent of the Company. The information contained in this presentation has been prepared to assist interested parties in making their own evaluation of the Company and the Group and does not aim or purport to be comprehensive in nature or to necessarily contain all of the information that the recipient may desire or require to make an investment decision. This presentation must be read in conjunction with publicly available information regarding the Company and the Group. This presentation contains certain statements that are forward-looking in nature, including statements with respect to the Company’s and the Group's business strategies, outlook, expansion and growth of operations, trends in the businesses, competitive advantages, technological and regulatory changes, information on exchange rate risk, projections regarding the payment of dividends, distributions and share repurchases as well as the impact of certain transactions. and generally any statements preceded by, followed by or that include the words "believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions. Although the Company believes that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Actual results may differ materially from the forward- looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to the risks related to antitrust and other regulatory approvals as well as any other approvals which may be required in connection with certain transactions and the risks described in the documents Vivendi filed with the Autorité des Marchés Financiers (French securities regulator), which are also available in English on Vivendi's website (www.vivendi.com). Investors and security holders may obtain a free copy of documents filed by the Company with the Autorité des Marchés Financiers at www.amf-france.org, or directly from the Company. Potential investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Neither the Company nor its representatives, affiliates or advisors makes any representation, warranty or undertaking, express or implied as to the quality, accuracy and completeness of the information contained in this presentation. No liability whatsoever is accepted by the Company or any of its affiliated company, nor any of their respective directors, officers, employees, agents, representatives or advisors as to the quality, accuracy, or completeness or otherwise of the information contained in this presentation or as to the reasonableness of any assumptions contained herein or any other information made available (whether in writing or orally) to the recipient. The Company shall not have any obligation to update any such information or to correct any inaccuracies therein or omissions therefrom which may become apparent. This presentation does not constitute or form part of, and should not be construed as, an offer or invitation to sell securities of the Group, or the solicitation of an offer to subscribe for or purchase securities of the Group, and nothing contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever. Any decision to purchase any securities of the Group should be made solely on the basis of the information to be contained in the offering memorandum produced in connection with the offering of such securities. Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Group and the nature of the securities before taking any investment decision with respect to securities of the Group. The offering memorandum may contain information different from or additional to the information contained herein. With respect to each Member State of the European Economic Area (the “Relevant Member State”) which has implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended and as implemented in each Member State of the European Economic Area (the “Prospectus Directive”), this presentation is directed only at any legal entity which is a qualified investor as defined in the Prospectus Directive. These restrictions with respect to any Relevant Member State apply in addition to any other restrictions which may be applicable in the Relevant Member State who has implemented the Prospectus Directive. Any person in the EEA who receives this document will be deemed to have represented and agreed that it is a Qualified Investor. Any such recipient will also be deemed to have represented and agreed that it has not received this document on behalf of persons in the EEA other than Qualified Investors. Vivendi will rely upon the truth and accuracy of the foregoing representations and agreements. 2

  3. IMPORTANT LEGAL DISCLAIMERS (continued) This presentation may be made available in France only to (a) persons providing investment services relating to portfolio management for the account of third parties ( personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. In accordance with U.S. laws, and subject to certain exceptions, such securities may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Vivendi does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States. The communication of the attached Preliminary Prospectus and any other documents or materials relating to the Notes is not being made by, and the attached Preliminary Prospectus and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, the attached Preliminary Prospectus and such documents and/or materials are not being distributed to, and must not be passed to, persons in the United Kingdom save in circumstances where section 21(1) of FSMA does not apply. The communication of this presentation is only being made to those persons in the United Kingdom who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000, as amended ("FSMA") (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"); or (iii) persons falling within Article 43 of the Order. This presentation is directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons. The distribution of this presentation and any information contained therein in certain jurisdictions may be restricted by law and persons into whose possession this document comes should make themselves aware of the existence of, and observe, any such restriction. In particular, neither this document, nor any part of it may be distributed, directly or indirectly, in the United States, Canada, Australia or Japan. Unsponsored ADRs. Vivendi does not sponsor an American Depositary Receipt (ADR) facility in respect of its shares. Any ADR facility currently in existence is “unsponsored” and has no ties whatsoever to Vivendi. Vivendi disclaims any liability in respect of any such facility. 3

  4. Vivendi’s profile The Group’s three pillars New initiatives Key figures 2015 Headcount 16,395 90,0% Countries 100% 60 30% 26,2% Revenues €10.8bn €1,061m (1) Income from oper. 29,2% 100% 17,7% Adjusted net €697m income (2) 100% 24,7% Dividend €3/share 100% (3) 15,0% Market cap. (4) €22.5bn (1) As of April 27, 2016 (2) Subject to the approval of the competent authorities 4 (3) Subject to the approval of Groupe Fnac shareholders at their General Meeting (4) As of May 11, 2016

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