1.7.1 There is no existing market for the Havas Ordinary Shares and an active trading market for the Havas Ordinary Shares may not develop or be sustained.

1.7.2 Anti-takeover mechanisms could delay or prevent a change of control of the Company, including a takeover attempt that might result in a premium over the market price for the Havas Ordinary Shares.

1.7.3 Bolloré SE will retain a significant interest in the Company upon Admission and its interests may differ from those of the other shareholders.

Upon Admission, Bolloré SE will hold 30.4% of the Company’s share capital and will be part of the Bolloré Concert, which will hold a total equity interest of 31.05% of the Company’s share capital. Bolloré SE is not subject to lock-up obligations and will therefore be able to sell its Havas Ordinary Shares on the market on or after the Listing Date. The market price for the Havas Ordinary Shares may fall in anticipation of a sale of such Havas Ordinary Shares.

1.7.4 The Company may not pay or declare dividends in the future.

1.7.8 Shareholders may not be able to exercise pre-emption rights or participate in certain future issues of Havas Ordinary Shares and U.S. and other overseas shareholders may not be able to participate in future issues of Havas Ordinary Shares.

1.7.9 The ability of overseas shareholders to bring actions or enforce judgments against the Company or the Directors may be limited.

1.7.7 The Company may decide to offer additional Havas Ordinary Shares in the future, diluting the interests of existing shareholders and potentially materially and adversely affecting the market price of Havas Ordinary Shares.
“prior to the Admission, the Board will be authorized, for a period of five (5) years from the date of the Vivendi General Meeting, to issue Havas Ordinary Shares, or grant rights to subscribe for Havas Ordinary Shares, up to ten percent. (10%) of the issued share capital of the Company as at the date of the Vivendi General Meeting, and to limit or exclude pre-emptive rights in connection with such issue of Havas Ordinary Shares (…)”

“Further, because the Company will have a lower market capitalisation than Vivendi before completion of the Partial Demerger, there may be less liquidity in the market for the Canal+ Shares than in the current market for Vivendi Shares.”

“If an active trading market is not developed or maintained, the liquidity and trading price of the Canal+ Shares could be materially and adversely affected.”

“In exercising its voting rights, Bolloré SE may be motivated by interests that differ from those of the other Shareholders and the interests of Bolloré SE could conflict with or differ from the Company’s interests.”

“The market price of the Canal+ Shares may decline disproportionately in response to developments that are unrelated to the Company’s operating performance.”

“Because no takeover regulations apply, minority Shareholders might not benefit from the protections provided to them if such regulations did apply, including being able to benefit from the same terms and conditions
(including consideration) offered by an acquiror to selling Shareholders. This may also reduce the liquidity and value of remaining minority investors’ holdings in the Company.”