MERGER ARBITRAGE 25 February 2016 IV. DEAL RATIONALE,VALUATION, COUNTER BID RISK AND POST MERGER ECONOMICS DESCRIPTION COMMENTS COMPLETED LAST UPDATED 24 DEAL RATIONALE  Gameloft fits perfectly with Vivendi’s strategy to YES 25/02/2016 develop as a global leader in content and media.  Video games constitute content in their own right and now represent a significant part of the entertainment and media market, and mobile gaming is the segment expected to record the fastest growth.  Vivendi intends to offer Gameloft new development levers, both industrial and financial, within a diversified media group. 25 SYNERGIES No synergies have been detailed as of yet. YES 25/02/2016 26 BUYER Vivendi is an integrated media and content group. Vivendi YES 25/02/2016 operates businesses through the media value chain, from talent discovery to the creation, production and distribution of content. The main subsidiaries of Vivendi comprise Canal + Group and Universal Music Group. 27 BUSINESS CYCLE & NA YES 25/02/2016 PERFORMANCE 28 DEAL MULTIPLE NA YES 25/02/2016 29 COUNTER BID NA YES 25/02/2016 30 RIGHT TO MATCH NA YES 25/02/2016 31 BUMP The presence of Amber on Gameloft’s shareholder register and YES 25/02/2016 the possibility for other activist shareholders to buy a stake in Gameloft could encourage Vivendi to boost their €6 offer price. A sweetened offer price may also encourage the Gameloft board to be more receptive to Vivendi’s overtures. 32 OPTIONALITY Possibility of a bump from Vivendi to secure board support YES 25/02/2016 from Gameloft’s board. There is the risk that Vivendi do nothing and not increase the price. 33 READ ACROSS NA YES 25/02/2016 34 CONSOLIDATION NA YES 25/02/2016 12 | P a g e