FL Entertaiment SPAC

6 Transaction structured to align all stakeholders Highlights The company expects the following highlights: ~€330m of cash secured by stakeholders to the transaction (LOV Group, SPAC Sponsors) Consolidate ownership of Betclic Everest Group via purchase of SBM stake for €425m in cash and €425m in equity¹ Consolidate ownership of Banijay via minorities stakes roll-up³ €300m in new cash for combined business, listed on Euronext Amsterdam More than €100m of the €210m SPAC cash escrow and c.€220m of the €250m PIPE investors line are already secured/committed Sources FL Entertainment equity contributed LOV Group Vivendi Société des Bains de Mer Fimalac De Agostini SPAC cash escrow Equity raising Expected sources & uses LOV Group cash equity new investment SPAC sponsors cash equity new investment PIPE investors Total sources (€m) 3,380 1,670 788 425 290 207² 210 550 250 50 1 250 1,2 4,140 Uses FL Entertainment equity roll- over LOV Group Vivendi Société des Bains de Mer Fimalac De Agostini SBM cash consideration Transaction costs Cash available and debt repayment Total uses (€m) 3,380 1,670 788 425 290 207² 425¹ 35 300 4,140 1. If PIPE raised (excluding LOV Group investment and SPAC sponsors) is above €250m, portion of cash payment for SBM's €850m stake could be increased from €425m up to €500m 2. Remaining De Agostini stake in LDH bought back by FL Entertainment through a vendor loan. If PIPE raised (excluding LOV Group investment and SPAC sponsors) is above €250m, De Agostini stake roll-up would be increased to maintain a 4.99% stake in FL Entertainment, subject to certain conditions 3. Vivendi 32.86% Banijay Group Holding stake roll-up for €788m, Fimalac 17.99% LDH stake roll-up for €290m and De Agostini 12.83% LDH stake roll-up for €207m 24

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