AD HOC COMMITTEE

In the context of the proposed takeover bid announced by Vivendi SE, the Board of Directors of the Company, appointed, on 17 December 2021, an ad hoc Committee from among its members, in accordance with stock market regulations.

This Committee will be responsible, in particular, for monitoring the process and preparing the draft reasoned opinion that the Board of Directors will be asked to issue at the appropriate time on the proposed offer.

At 31 December 2021, 80% of the ad hoc Committee members were independent. Between 17 December 2021 - when it was formed - and 31 December 2021, the Committee met once with an 80% attendance rate. 

The main tasks of the ad hoc Committee are: 

■ recommendation from the independent expert appointed by the Board of Directors;
following up on the independent expert's work;

■ review of the terms and conditions of Vivendi SE's proposed public tender offer;

■ assistance from the Board of Directors in drafting the reasoned opinion on Vivendi SE's proposed public tender offer;

■ follow-up of Vivendi SE's proposed acquisition of the Company, review of any questions and/or comments from the shareholders, recommendations regarding any important Company decision in relation to the offer and/or procedures with the competition authorities and the French broadcasting regulator (Autorité de régulation de la communication audiovisuelle et numérique, Arcom, resulting from the merger of the CSA and Hadopi).

The main work of the ad hoc Committee are: 

■ selecting the firm Eight Advisory appointed by the Board of Directors as independent expert in relation to the proposed public tender offer. 

     ► The ad hoc Committee is composed of:

> Véronique Morali *, Chairman of the Committee

> Valérie Bernis *

> Nicolas Sarkozy *

> Pascal Jouen, Director representing employees

> Arnaud Lagardère, Chairman and Chief Executive officer

Pierre Leroy, Board Advisor, also participates in the meetings of the ad hoc Committee, without voting rights.

 

* Independent Director.