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REG - Canal+ S.A - 2025 FY Preliminary Results & Strategic Update

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RNS Number : 2045W  Canal+ S.A  11 March 2026

 

 

 

PRESS RELEASE

Issy-les-Moulineaux, 11 March 2026

CANAL+ SA (LSE: CAN)

 

 

2025 Full Year Preliminary Results and Strategic Update

 

CANAL+ SA (LSE: CAN, the "Company" or the "Group"), the global media and
entertainment company, is today announcing its unaudited preliminary results
for the full year ended 31 December 2025 and providing an update on its
strategy following the completion of the acquisition of MultiChoice Group
("MCG").

 

Successful 2025 with guidance achieved or exceeded

Transformational year with the acquisition of MultiChoice

2026: Outlook and Johannesburg Stock Exchange listing

Medium-term targets

 

MAXIME SAADA, CHIEF EXECUTIVE OFFICER OF CANAL+, SAID:

"2025 was a successful and transformational year for CANAL+.

 

"We began the year facing significant challenges. The MultiChoice acquisition
had yet to be completed, we had major unresolved legacy tax issues in France,
profitability concerns in Europe and significant sports tenders still
outstanding. And 2025 was also our first year as an independent listed
business.

 

"We ended the year having successfully put those challenges behind us. We
completed the acquisition of MultiChoice, and we have identified run-rate cost
savings from synergies of €400m from 2030 onwards. Our tax issues have been
resolved, and we have clarity on our future tax regime. Our European business
is 15% more profitable, and we extended our agreement with UEFA in France,
securing this key sports right for four additional seasons. On top of that, we
refinanced our debt on attractive terms, which has lowered our cost of
funding.

 

"As a result of these achievements and of our relentless focus on improving
our value proposition while reducing costs, we delivered revenues in-line with
our guidance and exceeded our expectations on profitability and cash."

 

ON THE GROUP'S STRATEGIC UPDATE AND OUTLOOK, MAXIME SAADA SAID:

 

"We begin 2026 from a position of strength, clarity and confidence. We now
move into the execution phase of our strategy.

 

"In Europe, we will continue to focus on improving profitability. In Africa,
we will ensure we are well positioned to benefit from the continent's growth
potential and turn around MultiChoice. We expect to list CANAL+ on the
Johannesburg Stock Exchange soon, in what will be a significant moment for our
company. In content, as ever, we will continue enhancing our entertainment
platform and content mix, as we have done with the acquisition of a majority
stake in Lucky Red. And, at the Group level, we will capture synergies
generated from our new scale, maintain our focus on cost discipline, and
deploy AI tools to improve our operational efficiency and entertainment
platform, through our newly announced partnerships with Google Cloud and
OpenAI. Finally, we are today announcing an ambitious new partnership with Sky
to develop English-speaking drama. Sky and CANAL+ share the same story-telling
DNA and drive to develop globally successful IP.

 

"For 2026, we anticipate Adjusted EBIT before exceptional items to increase to
€735m and we expect at least €600m of CFFO and at least €250m of FCF
(before VAT settlement and restructuring costs). In the medium term, we are
confident the implementation of the next phase of our strategy will deliver
moderate revenue growth, over €850m Adjusted EBIT before exceptional items,
over €800m CFFO and over €500m FCF before VAT settlement and restructuring
costs, and we expect these numbers to be a starting point for future growth."

 

 

SUMMARY OF UNAUDITED RESULTS FOR THE FULL YEAR ENDED 31 DECEMBER 2025

 

 €m                  Canal+ 2024                  Canal+ 2025                  2025 Guidance                Canal+ 2025                  MCG 2025       Group 2025

                     (incl. Vietnam, excl. MCG)   (incl. Vietnam, excl. MCG)   (incl. Vietnam, excl. MCG)   (excl. Vietnam, excl. MCG)   (3m 11 days)   Reported( 1 )
 Revenue             6,449                        6,288                        Organic growth               6,266                        683            6,949

                                                  +0.9% organic growth( 2 )                                 +1% organic growth( 2 )
 Adjusted EBIT( 3 )  503                          527                          515                          542                          103            646

 Margin

                     7.8%                         8.4%                                                      8.7%
 CFFO( 4 )           218                          587                          500+                         606                          (60)           546
 FCF( 4 )            29                           428                          370+                         448                          (168)          280
 Net debt            (355)                                                                                                                              (1,997)

 

 1  Reported preliminary results include 3 months 11 days contribution from
MultiChoice and exclude Vietnam

 2  See definition in Alternative Performance Measure

 3  Before exceptional items

 4  After exceptional items

 

In 2025, the Group started the process of divesting its activities in Vietnam.
Contributions relating to the Vietnam business are presented in "earnings/
losses from discontinued activities". As Vietnam was included in the Group
calculations for its 2025 guidance a summary of results including Vietnam has
been provided.

 

KEY POINTS FOR FULL YEAR 2025

 

Strong financial performance with guidance achieved or exceeded on CANAL+
historical perimeter (comparisons are on the basis of the CANAL+ perimeter at
the time of the guidance, i.e. excluding MultiChoice and including Vietnam)

·    Group revenue grew by 0.9% on an organic basis driven by sustained
growth in Europe and Africa & Asia due to favourable subscriber base
dynamics

·    Adjusted EBIT (EBITa) before exceptional items reached €527m
compared to a guidance of €515m, with margin improving from 7.8% in 2024 to
8.4% in 2025. Adjusted EBIT (EBITa) before exceptional items excluding Vietnam
reached €542m (8.7% margin)

·    The Group achieved an exceptionally high level of cash generation,
significantly higher than historical figures: CFFO reached €587m, above
guidance of more than €500m. CFFO excluding Vietnam reached €606m. FCF
reached €428m, above guidance of more than €370m. FCF excluding Vietnam
reached €448m.

 

A transformational year for the CANAL+ Group, historical perimeter, its first
as a listed company:

·    Main achievements:

o  Acquisition of MultiChoice Group (MCG)

o  End of major tax disputes in France

o  Improved profitability in Europe

o  Increased cash generation

o  Secured attractive debt refinancing

o  Achieved / Exceeded financial guidance

·    Other key achievements:

o  Renewal of UEFA Champions League rights in France until 2031

o  Expansion of long-term strategic partnership with Netflix to 20 countries
in sub-Saharan Africa

o  Broadening of CANAL+ App distribution through new deals with Samsung and
Thomson for Smart TVs

o  Divestment of unprofitable activities (Vietnam, CanalOlympia, CANAL+ DTT
in France, C8)

o  Agreement with the French cinema organisation

o  Acquisition of 34% stake in leading French cinema chain UGC, with
potential path to control in 2028

o  Acquisition of a majority (51%) stake in Lucky Red, an Italian independent
production and distribution company, including content library with over 500
titles

 

Challenging performance of MultiChoice for the 12 months ended 31 December
2025 (unaudited) 1  (#_ftn1)

·    After experiencing impressive growth from 2010 to 2023, MultiChoice
has faced challenges since the combined effects of macro-economic factors
(e.g., currency devaluation in Nigeria, power cuts), a difficult transition to
OTT with the expensive failure of Showmax, and strong inflation across most
cost items, especially content, negatively impacted its profitability

·    MultiChoice addressed the situation through short-term measures, in
particular reduction in subscriber acquisition subsidies and price increases,
but these had a negative impact on the subscriber base, worsening the original
profitability issues

·    Continuing this trend, revenues 2  (#_ftn2) decreased by 6% (€142m)
from €2,542m in 2024 to €2,400m in 2025, driven by decline in subscriber
base from 14.9m to 14.4m

·    Adjusted EBIT declined by 14% (€26m), from €185m in 2024 to
€159m (before positive impacts of PPA created following acquisition) in
2025. Impact of decrease in revenues was partially mitigated by cost cutting
initiatives

·    CFFO and FCF (before exceptional itemps) increased respectively from
€138m in 2024 to €226m in 2025 and from (€56m) in 2024 to (€42m) in
2025, benefitting from various deferred payments

 

 

A combined Group at scale

 

 Full Year 2025 ended 31 December  Canal+ historical perimeter   MultiChoice ( 1 )  Combined Canal+ & MultiChoice ( 2 )

                                 (Excl. Vietnam)

 Subscribers (m)                   28.0                          14.4               42.3
 Revenues (€m)                     6,266                         2,400              8,665
 EBITDA ( 3 ) (€m)                 819                           264                1,083
 Adjusted EBIT ( 4 ) (€m)          542                           159                701

 % Margin                          8.7%                          6.6%               8.1%
 CFFO ( 5 ) (€m)                   648                           226                874
 FCF( 5 ) (€m)                     489                           (42)               447

Following the reclassification of Vietnam as a discontinued operation, its
contribution is excluded from all metrics and financial indicators

 

 1  MultiChoice countries, subscribers and revenues figures are net of any
overlap/interco with Canal+

 2  Combined Group excluding synergies & intercos

 3  EBITDA refers to the earnings before interest and income taxes (EBIT) of
the Group as reported in the consolidated financial statements, adding back
any amortisation, depreciation and impairment of any goodwill or any
intangible or fixed assets. The EBITDA neutralises the impact of IFRS 16 on
lease liabilities

 4  Before exceptional items, excluding positive impact of PPA relative to MCG
acquisition

 5  Before VAT settlement & restructuring costs

 

A robust balance sheet, following successful refinancing projects

·    Schuldschein loan of €320m

·    Eurobond of €700m

·    Banking facility of €1,800m

·    Due to attractive pricing conditions, cost of funding reduced

·    Net debt increased to €1,997m reflecting the acquisition of MCG in
September 2025

 

Increased returns for shareholders

·    Proposed dividend increase of 10% to 2.2 Euro cents per share

 

 

2026 OUTLOOK FOR CANAL+ AND MULTICHOICE, 2026 GUIDANCE AND MEDIUM-TERM OUTLOOK
FOR COMBINED GROUP

 

 €m                  Combined Group 2025 (full year unaudited, excl. Vietnam)  FY26 outlook                  FY26 outlook                       FY26 guidance  Medium-term outlook Canal+ Group

                                                                               Canal+ historical perimeter   MultiChoice                        Canal+ Group
                                                                               (excl. Vietnam, exc. MCG)     (incl. synergies and Boost Plan)
 Revenue             8,665                                                     Moderate organic growth       Slight decline                     Flat           Moderate growth
 Adjusted EBIT( 1 )  701                                                       565                           170                                735            Above 850
 CFFO( 2 )           874                                                       Above 500                     100                                Above 600      Above 800
 FCF( 2 )            447                                                       Above 300                     (50)                               Above 250      Above 500

 1  Before exceptional items and excluding impact of PPA done in the context
of MultiChoice acquisition

 2  Before exceptional items and VAT settlement

 

·    CANAL+ 2026 outlook:

o  Adjusted EBIT is expected to increase from €542m to €565m, driven
mainly by a continued improvement of adjusted EBIT margin, expected to reach
more than 9% in 2026

o  CFFO and FCF before the payment of the VAT settlement and other
restructuring costs are expected to be above €500m and €300m respectively,
way above historical figures

o  Outlook figures are provided before VAT settlement as the payment schedule
is not finalised yet

 

·    MultiChoice 2026 outlook:

o  On Adjusted EBIT:

§ MultiChoice is facing a €140m negative impact in 2026 from inertia of
subscriber base driving decrease in revenues, and from cost inflation

§ To restart subscriber growth, CANAL+ will launch a growth boost plan by
investing around €100m

§ Due to recent initiatives (for example the discontinuation of Showmax),
delivery of cost synergies is accelerated and is expected to reach €250m in
2026, up from €150m announced in January communication

§ Combined effects result in an estimated Adjusted EBIT of around €170m for
MultiChoice in 2026, an €11m increase vs. €159m Adjusted EBIT in 2025

o  CFFO and FCF before restructuring costs are expected to reach €100m and
a negative (€50m) respectively

 

·    2026 guidance for the combined CANAL+ Group is expected at €735m
for adjusted EBIT, above €600m for CFFO and above €250m for FCF (before
the payment of the VAT settlement and other restructuring costs).

·    Medium-term outlook for the combined CANAL+ Group is expected to
increase above €850m for Adjusted EBIT, above €800m for CFFO and above
€500m for FCF (before the payment of the VAT settlement and other
restructuring costs).

 

STRATEGIC UPDATE

 

CANAL+ will focus on 4 key medium-term priorities: 1) turning around
MultiChoice and capturing the African growth opportunities through the launch
of a boost plan and the acceleration of synergy delivery in 2026, 2)
increasing profitability in Europe through the constant monitoring and
optimisation of cost base and the activation of topline levers such as
penetrating untapped population segments, 3) further strengthening CANAL+
leading entertainment platform across Africa & Europe, notably with the
creation of global IPs and franchises building on the model of Paddington, and
4) pursuing a disciplined approach to cost management and capital allocation.

 

To provide more detail on the turnaround of MultiChoice and the capture of the
African growth opportunity (medium-term priority 1) CANAL+ aims at restoring
profitable growth at MultiChoice leveraging the combined expertise, scale and
capabilities of both companies across Africa. A €100m boost plan launching
this year will accelerate the turnaround and support MultiChoice's return to
sustainable growth. The turnaround plan is structured around four strategic
pillars designed to reignite subscriber growth and strengthen the business:

 

·    Best content on the African continent: The Group will offer the most
compelling content proposition on the continent, combining joint productions,
in-house channels and global partnerships, with thousands of hours of local
African content produced annually and key sport rights remaining a cornerstone

·    Simplified and appealing commercial offers: Commercial propositions
will be simplified and strengthened, with clearer pricing, streamlined
branding and more effective marketing to enhance customer value

·    Powerful acquisition engine: The group will accelerate subscriber
growth by lowering entry costs through equipment subsidies, expanding its
distribution network and reinforcing its commercial organisation with the
recruitment of more than 1,000 salespeople on the ground across MultiChoice
markets

·    Operational excellence at scale: The transformation will be
underpinned by group-wide operational excellence, implementing best practices
across countries, standardising operating model, capturing synergies from the
combined group's scale, reinforcing anti-piracy capabilities and shifting
MultiChoice model to a sales-focused model. To do so, CANAL+ intends to
strengthen its commercial capabilities and its on-the-ground presence with a
recruitment plan of over 1,000 sales-focused positions in Africa. At the same
time, CANAL+ will initiate a voluntary severance plan at MultiChoice
throughout support functions. It will also launch a restructuring programme at
IRDETO, MultiChoice's technology and cyber-security company. These planned
changes are consistent with the commitments CANAL+ made during the acquisition
of Multichoice and align with the ambition of CANAL+ to streamline certain
functions while investing more in activities that directly support the Group's
growth and business development. These changes will be enacted in compliance
with the social procedures of relevant jurisdictions

 

 

PRESENTATION AND Q&A SESSION FOR INVESTORS AND ANALYSTS - 11 MARCH 2026

A pre-recorded presentation by Maxime Saada (Chief Executive Officer),
Amandine Ferré (Chief Financial Officer), Anna Marsh (Deputy CEO, Global
Chief Content Officer, CEO of STUDIOCANAL), David Mignot (CEO of Canal+
Africa) and Christophe Pinard-Legry (CEO of Canal+ France) will be webcast at
08:30 GMT / 09:30 CET.

The pre-recorded presentation will cover the 2025 unaudited and preliminary
full year results and Strategic Update and is expected to last around 2 hours,
including the Q&A session.

To register to watch the webcast of the presentation please click here.
(https://sparklive.lseg.com/CANALSA/events/07bd5af8-9d92-4653-b23e-7c6d4d8c50e1/canal-fy25-results-and-strategic-update)

To participate in the Q&A session, please contact ir@canal-plus.com
(mailto:ir@canal-plus.com)  for details.

 A replay will be available on the corporate website following the event here
(https://urldefense.com/v3/__https:/www.canalplusgroup.com/en/results-and-publications__;!!BbMIO5B-jb9uIA!GTt3T_Hw1URiePH5T5efemjZPE2LmsyJcGsXfKqW12AXvKa49rFIP5V4D3naNZvV5IVKDjsy0I1_ssjSbjGbUgu1TwEQUvw2nyYurGKx$)
.

 

CANAL+ CONTACTS

For enquiries please contact:

 Investor Relations        h2Radnor           ir@canal-plus.com

 Financial Communications  Andrew Swailes     andrew.swailes@canal-plus.com
 Corporate Communications  Olivia Abehassera  olivia.abehassera@canal-plus.com

 

ABOUT CANAL+

Founded as a French subscription-TV channel 40 years ago, CANAL+ is now a
global media and entertainment company. On 22 September 2025, CANAL+ confirmed
it is in effective control of MultiChoice Group and beginning the integration
process. MultiChoice is Africa's leading entertainment platform, offering a
wide range of products and services, including DStv, GOtv, M-Net, SuperSport,
Irdeto, and KingMakers. Together, the new combined group has 40 million
subscribers worldwide, operates in over 70 countries and has approximately
15,000 employees.

CANAL+ operates across the entire audio-visual value chain, including
production, broadcast, distribution and aggregation. It is home to
STUDIOCANAL, a leading film and television studio with worldwide production
and distribution capabilities; Dailymotion, major international video platform
powered by cutting-edge proprietary technology for video delivery,
advertising, and monetisation; CANAL+ Distribution, a production and
distribution company specialising in creating and distributing diverse content
and channels; and telecommunication services, l through GVA in Africa and
CANAL+ Telecom in the French overseas jurisdictions and territories.

CANAL+ also has significant equity stakes in Viaplay (the Pay-TV leader in
Scandinavia), Viu (a leading OTT platform in Southern Asia), and UGC, a
leading French cinema group.

canalplusgroup.com/en
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.canalplusgroup.com%2Fen&data=05%7C02%7CKarima.MHOUMADI%40canal-plus.com%7Ca687611793894e678a1008de0b0a4206%7Cbf5c5de16a544091a72f90e32801628c%7C1%7C0%7C638960335847538203%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=qpPz8mNd4t%2F6SglAWIjaiHj9Ra6RkAfj45eCWeceS7c%3D&reserved=0)

 

CHIEF EXECUTIVE OFFICER'S REVIEW

An extraordinary year. In 2025, we delivered all of our key objectives.

CANAL+ entered a new phase of growth with the acquisition of MultiChoice, the
leading Pay-TV operator in English- and Portuguese-speaking Africa.

This major transaction marks a turning point in our Group's trajectory. While
remaining a key player in Europe's creative industries, CANAL+ has become the
Pay-TV leader in Africa - the continent offering the strongest growth
potential in our sector.

With more than 40 million subscribers, close to €9 billion in annual
combined revenue and a presence in over 70 countries, we have successfully
executed our strategy to reach the critical scale that is now essential, as
evidenced by the ongoing wave of industry consolidation.

In our first full year listed on the London Stock Exchange, we demonstrated
the strength of CANAL+'s business model. Our sound financial management
delivered tangible results. On CANAL+ historical perimeter, we achieved our
organic revenue and Adjusted EBIT growth targets, improved profitability of
our European operations by 15% year-on-year and reached an exceptional CFFO of
€606 million (excluding Vietnam).

We also resolved our long-standing VAT and TST disputes with the French tax
authorities, removing significant financial uncertainty from the path ahead.

This financial discipline was matched by major strategic progress across all
of our priorities, bringing us closer to our ambition of reaching 50 to 100
million subscribers.

Providing the best entertainment experience is the core purpose of CANAL+. The
distinctiveness, depth and diversity of our value proposition have always set
us apart. This year, more than ever, our combination of in-house and
third-party content has expanded across all our territories.

This includes the exceptional breadth of MultiChoice content in English- and
Portuguese-speaking Africa, as well as successful CANAL+ Originals such as The
Corsican Line (17 million views) and The Office in Poland, alongside an
unmatched sports offering - now the richest in the world.

Over 4 million subscribers in France tuned in for the semi-final of PSG's
victorious Champions League campaign. The Africa Cup of Nations averaged 1.5
million subscribers per match in French-speaking sub-Saharan Africa. The
Premier League broadcast in Myanmar attracted tens of thousands of new
subscribers. And in France, our exclusive rights to all  club competitions
will continue to delight fans until 2031.

In line with our pioneering super-aggregation strategy, we also extended our
partnership with Netflix, the world's leading streaming platform, to
French-speaking sub-Saharan Africa - a first in the region.

We made the decision not to choose between global and local box-office
success. STUDIOCANAL has the capability to deliver both. Paddington in Peru
continued its international success, taking $210 million at the global box
office, while Bridget Jones: Mad About the Boy reached $136 million.

In France, Chien 51 ranked among the top four domestic box-office hits of the
year, and we were proud of the success of I Swear, the multi-award-winning
British film honoured at the BAFTAs.

As the leading partner of cinema across our core geographies, we reached a new
milestone in 2025 with the acquisition of a 34% stake in UGC. Investing in one
of Europe's largest cinema chains - including the world's most attended cinema
- reflects our conviction that the big screen, streaming and television are
complementary experiences.

Ensuring CANAL+ can be accessed on any screen continues to be an objective we
constantly pursue. Now available on over 80 million screens, we signed a new
distribution agreement with Smart TV manufacturer Thomson, following Samsung,
Philips and Vidaa, and with connected car brands Alpine and BMW, after Renault
last year, and, for the first time, with Air France, for in-flight content.

Whether they are at home or on the go, our subscribers can enjoy a seamless
entertainment experience. And because anticipating future entertainment trends
is essential to us, we partnered with Apple Vision Pro to release an immersive
documentary pushing the boundaries of audiovisual storytelling.

Convinced of the essential nature of culture, we created the Fondation CANAL+.
Its primary mission is to make culture accessible to as many people as
possible, and we are delighted that more than 30,000 individuals have already
benefited from its programmes in its first year.

Beyond the social and societal impact of our foundation, we see CSR as a
genuine performance driver for CANAL+. From decarbonising our industry to
fostering emerging talent, improving the accessibility of our content and
ensuring on-screen representation, our commitments are important to us and
span the entire value chain of the media and entertainment industry. We will
continue acting both in front of and behind the camera to embed these
commitments at the core of our business and our content.

All of these achievements - which made 2025 a landmark year - were made
possible first and foremost by the work of our 15,000 employees worldwide.
Their diversity of nationalities, languages, expertise and skills is one of
CANAL+'s greatest assets. I would like to thank them sincerely for their
determination and excellence once again this year.

While 2025 was a year of unprecedented transformation for CANAL+, 2026 will be
a year of convergence. We enter this new phase with confidence, convinced of
our ability to create sustainable value for all of our subscribers, partners
and stakeholders.

Maxime Saada

CEO of CANAL+

 

1. OUTLOOK AND GUIDANCE

2026 OUTLOOK FOR CANAL+ HISTORICAL PERIMETER

Our outlook for CANAL+ in 2026 excludes Vietnam, which has been discontinued.

On Revenue, we expect to see moderate organic growth, following a similar
trend to 2025. On Adjusted EBIT before exceptional items, we expect an
increase from €542 million in 2025 to €565 million, driven mainly by a
continued improvement of our Adjusted EBIT margin from 7.8% in 2022 to 8.7% in
2025 and to more than 9% in 2026.

We expect to generate CFFO of more than €500 million, before the payment of
the VAT settlement and other restructuring costs (VAT settlement payment
schedule is not yet finalised.)

On Free Cash Flow before VAT and restructuring costs, we are expecting more
than €300 million.

2026 OUTLOOK FOR MULTICHOICE GROUP

In 2026 we will work at pace to transform the underlying performance of the
business. As the unaudited results show, 2025 was another challenging year for
MCG, driven by declining subscriber numbers and a cost base that had become
too high.

Looking forward to 2026, the turnaround plan will take time, but thanks to the
boost plan we have started, with an additional €100m investment, we expect
to see a modest decrease in subscribers, resulting in a slower rate of
decrease in revenues.

We intend to reverse the trajectory of Adjusted EBIT since 2023 and bring it
back up to €170 million. This includes multiple effects, including the
synergy and turnaround plans:

·    €140m negative impact expected due to declining topline and cost
inflation

·    €100m investment in Growth Boost Plan

·    €150m run-rate cost savings from initial synergies plan

·    €100m run-rate cost savings from synergies acceleration plan

 

We remain confident that we will deliver the €150 million of Adjusted EBIT
cost synergies already identified. In addition, we have decided to accelerate
a number of the initiatives in the transformation plan and we now expect
€100 million of run-rate benefits to be delivered earlier than planned, by
the end of 2026. We recently announced that we were exiting the loss-making
Showmax contract, which was partially incorporated into the synergy forecasts
previously communicated. Achieving this acceleration of the synergies plan
will require investment and the associated cost is expected to increase to
between €70-100 million.

We expect to deliver €100 million of CFFO and negative Free Cash Flow of
€50 million, before restructuring costs.

Going forward, the results for MultiChoice will not be shown separately but
will form part of the CANAL+ Africa and Asia division.

 

2026 COMBINED GROUP GUIDANCE AND MEDIUM-TERM OUTLOOK

2026 Guidance

For the combined CANAL+ Group for 2026, our guidance is for flat revenue
growth and €735 million for Adjusted EBIT before exceptional items, which
represents a 5% increase compared to 2024, with CFFO at over €600 million
and Free Cash Flow at over €250 million, before VAT settlement and
restructuring costs.

 

Medium-Term Outlook

For the medium-term outlook, we expect to see moderate growth in revenue, with
over €850 million of Adjusted EBIT before exceptional items, over €800
million of CFFO, and over €500 million of Free Cash Flow before VAT and
restructuring costs.

We will achieve this by focusing on four priorities: increasing profitability
in Europe, turning around MultiChoice and capturing the African growth
opportunity, further strengthening our leading entertainment platform across
Europe and Africa and pursuing a disciplined approach to cost and capital
allocation.

Our key medium-term priorities, across these four strategic pillars, are
outlined in the Strategic Update section below. Taken together, these are the
reasons we have confidence we will achieve our outlook in the medium term, and
that we will grow from there.

 

2. STRATEGIC UPDATE

We have outlined our key medium-term priorities across four strategic pillars,
each designed to strengthen our competitive position and drive sustainable
value creation.

 

1) Turning around MultiChoice and capturing African growth opportunity

 

CANAL+ aims to restore profitable growth at MultiChoice by leveraging the
combined expertise, scale and capabilities of both companies across Africa. A
€100m boost plan launching this year will accelerate the turnaround and
support MultiChoice's return to sustainable growth. The turnaround plan is
structured around four strategic pillars designed to reignite subscriber
growth and strengthen the business:

 

·    Best content on the African continent: The Group will offer the most
compelling content proposition on the continent, combining joint productions,
in-house channels and global partnerships, with thousands of hours of local
African content produced annually and key sport rights remaining a
cornerstone.

·    Simplified and appealing commercial offers: Commercial propositions
will be simplified and strengthened, with clearer pricing, streamlined
branding and more effective marketing to enhance customer value.

·    Powerful acquisition engine: The Group will accelerate subscriber
growth by lowering entry costs through equipment subsidies, expanding its
distribution network and reinforcing its commercial organisation with the
recruitment of more than 1,000 salespeople on the ground across MultiChoice
markets.

·    Operational excellence at scale: The transformation will be
underpinned by group-wide operational excellence, implementing best practices
across countries, standardising operating model, capturing synergies from the
combined group's scale, reinforcing anti-piracy capabilities and shifting
MultiChoice model to a sales-focused model. To do so, CANAL+ intends to
strengthen its commercial capabilities and its on-the-ground presence with a
recruitment plan of over 1,000 sales-focused positions in Africa. At the same
time, CANAL+ will initiate a voluntary severance plan at MultiChoice
throughout support functions. It will also launch a restructuring programme at
IRDETO, MultiChoice's technology and cyber-security company. These planned
changes are consistent with the commitments CANAL+ made during the acquisition
of Multichoice and align with the ambition of CANAL+ to streamline certain
functions while investing more in activities that directly support the Group's
growth and business development. These changes will be enacted in compliance
with the social procedures of relevant jurisdictions.

 

 

2) Increasing profitability in Europe

 

·    In Europe, CANAL+ applies one common strategic framework, but has
different priorities depending on the maturity of each market. These key
priorities include: 1) the premiumisation of the value proposition, 2) the
deployment of the Group's super-aggregation strategy 3) the shift to OTT and
4) improving profitability. Underpinning all of this is a disciplined approach
to cost management.

·    The priorities of each market in Europe depends on its level of
maturity:

o  In Benelux and Central Europe, the Group's priorities are the
premiumisation of the value proposition and the shift to OTT through the
launch of CANAL+ branded channels with premium general entertainment content
and sport rights.

o  In Poland, where CANAL+ already offers a premium value proposition with
premium movies, series and sport rights such as the Champions League, La Liga,
the Premier League, in addition to very popular local content such as Speedway
and Ekstraklassa, the focus is to accelerate the OTT transition and ensure
satellite subscribers increase their usage of the Group's digital platform.

o  In France, where the Group has the strongest value proposition with the
best of cinema, series and sports enhanced with a successful super-aggregation
strategy and where the transition to digital is largely complete, the main
focus is to continue to improve profitability. Significant progress has
already been made over the last few years, with an increase of more than
€130m in adjusted EBIT since 2023, achieved through both topline initiatives
and a systematic review of costs. Further improvements will be achieved by
activating other topline levers, such as launching entry offers supported by
advertising, increasing prices selectively or ending code-sharing outside the
households, and continuing to reduce costs.

 

3) Further Strengthening Our Leading Entertainment Platform Across Africa and
Europe

·    The Group delivers an unmatched value proposition by offering its
subscribers access to the very best content available locally and globally.
The Group's unique aggregation model showcases CANAL+ in-house channels and
content and the best sports competitions, and brings this together with
leading third-party platforms, Pay-TV and Free-TV channels.

·    This strategy delivers four key benefits:

o  Appeals to the entire household by offering a diverse range of content
that caters to different tastes and age groups

o  Helps reduce churn. With such a diverse content mix, subscribers are more
likely to find something that keeps them engaged over time

o  Supports premium pricing and drives higher ARPU, as customers see strong
value in accessing a broad selection of high-quality content in one place

o  Provides flexibility in managing content costs since the platform does not
rely on any single piece of programming.

·    Over the past decade, CANAL+ has built a global production and
distribution business with an extensive catalogue spanning multiple markets,
supported by a European and African in-house production engine that has been
further accelerated through targeted M&A activity, including the
acquisition of a majority stake in Lucky Red, one of Italy's major Italian
distribution and production companies  which has over 500 titles in its
content library.

·    The Group is building upon its proven franchise model to create a
global franchise factory. A strong demonstration of this capability is
"Paddington", which has generated close to €1.5 billion in gross consumer
sales since inception. The Group plans to replicate this model and use its
expertise and experience with Paddington as a foundation for developing
additional IP and brands, especially those based on books, into similarly
thriving franchises.

·    Finally, the Group is also able not only to keep production costs
lower than most American studios thanks to its presence in Europe and Africa,
but also to reduces risk with high share of presales on both movies and
series, and through strategic partnerships.

 

4) Pursuing a Disciplined Approach to Cost Management and Capital Allocation

 

The Group intends to pursue its disciplined approach to managing costs and
capital based on 3 pillars:

·    Reinforcing a rigorous approach to costs across all businesses and
markets:

o  Through its generalist and super‑aggregation models, operating
free‑to‑air channels, in‑house and third‑party Pay‑TV channels, and
streaming platforms, the Group is not dependent on any single content right,
which enables it to exit content contracts when they are not economically
viable. To date, this strategy has had limited impact on subscriber levels,
for instance with the non‑renewal of Ligue 1 and Disney content in France.

o  The second pillar of the Group's cost‑management framework is its
advanced analytics capabilities, which supports precise data‑driven
decision‑making. The Group has developed a proprietary,
state‑of‑the‑art valuation model that quantifies the impact of each
content right on the subscriber base. This model assesses the contribution of
individual rights to customer acquisition, churn, loyalty and ARPU, enabling
precise assessment of their financial value to the business. The recent UEFA
tender provides a clear illustration of this approach. The Group had a
detailed understanding of the economic value of the rights and was therefore
able to adopt a disciplined and targeted bidding strategy. The Group is now
taking its digital and analytics capabilities to the next level using AI.

·    Capturing synergies with new greater scale:

o  The Group continues to capture efficiencies arising from its increased
scale and has accelerated the delivery of its synergy plan. The Group now
expects to achieve more than €250 million of Adjusted EBIT and over €220
million of free cash flow synergies in 2026. These targets reflect synergies
originally planned for later years that are now being brought forward.

o  Key factors enabling the acceleration of approximately €100 million of
synergies are: the Group's recent decision to discontinue Showmax, a reduction
of structural costs at MultiChoice, including the rationalisation of company
real estate, the launch of a voluntary severance plan throughout support
functions, and the pooling of resources related to the Group's listing on the
Johannesburg Stock Exchange, and the launch of the restructuring of Irdeto,
MultiChoice's technology and cyber-security company. These planned changes are
consistent with the commitments CANAL+ made during the acquisition of
Multichoice and align with the ambition of CANAL+ to streamline certain
functions while investing more in activities that directly support the Group's
growth and business development. These changes will be enacted in compliance
with the social procedures of relevant jurisdictions.

o  To date, €120 million of free cash flow cost synergies have already been
secured.

·    Applying a disciplined capital allocation policy with controlled debt
level and excess capital returned to shareholders

o  The Group successfully completed three refinancing operations in 2025 on
favourable pricing conditions. As a result, the Group has reduced its average
cost of funding. The level of investor demand reflects the underlying
financial resilience and strength of the business.

o  On the equity side, the Group will focus on investing where it can have
the best returns, for instance by discontinuing unprofitable activities like
it did in Ethiopia in 2024, with CanalOlympia and Vietnam in 2025 and with
Showmax in 2026.

o  Finally, the Group will improve the liquidity of its shares by completing
a secondary listing on the JSE by H1 2026.

 

FINANCIAL REVIEW

A. FINANCIAL AND OPERATING REVIEW, CANAL+ AND MCG (3 MONTHS AND 11 DAYS)

From a financial perspective, 2025 was a year of successful delivery and
significant progress, with guidance exceeded on Adjusted EBIT (EBITa) before
exceptional items and cash generation and a number of key objectives
delivered, including the settlement of two major tax disputes, the refinancing
of our debt on improved terms, the execution of key and transformative
acquisitions and investments (MultiChoice, UGC) and the decision to divest
from loss-making activities (Vietnam, Canal Olympia and DTT in France).

Before taking into account MultiChoice's contribution and excluding impact of
discontinued activities in Vietnam, the Group's revenues continued to grow on
an organic basis, increasing by 1.0%, Adjusted EBIT (EBITA) before exceptional
items reached €542 million, with a margin increasing to 8.7% from 8.1% in
2024 and cash generation was very strong, with a Cash Flow From Operations
(CFFO) of €606 million, as a result of our numerous profitability and cash
generation initiatives including the cost reduction plan, redundancy plan and
content portfolio rationalisation.

From a tax perspective, the Group reached an agreement with the Centre
national du cinéma et de l'image animée (CNC) which settled the disputes
relating to past fiscal years and removes uncertainty regarding the
possibility of a material additional payment. This agreement generated a
one-off impact on the Group's income statement in the form of a €78 million
exceptional item but was cash neutral. The Group also closed the French VAT
risk: resolving the dispute related to the VAT rate applicable to television
subscriptions, with the Group committed to pay €363 million (impact
recognised as an exceptional item in the Group's income statement and payment
schedule yet to be agreed), and clarifying the rules applicable starting
September 2025.

Additionally in 2025, a tax Group consolidation was agreed in France, reducing
the effective tax rate to 38% (excluding MultiChoice and exceptional items
impact).

The Group successfully refinanced its existing debt, including the bridge
facility related to the acquisition of MultiChoice shares, through a
Schuldschein loan, a bond issuance and a term loan supported by a syndicate of
leading international banks. All three transactions were highly
oversubscribed, demonstrating lender and investor confidence in the Group's
financial profile and enabling the Group to improve its cost of financing.

Earnings analysis

Following the acquisition of MultiChoice on 20 September 2025, MultiChoice's
results are consolidated over a period of 3 months and 11 days.

In 2025, the Group started the process of divesting its activities in Vietnam.
In accordance with IFRS5, contributions relating to the Vietnam business are
hereafter excluded from all financial metrics and presented in
"Earning/(losses) from discontinued activities" in the income statement.

                                                                              CANAL+ historical perimeter( 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         Multi                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   CANAL+ Group( 3 
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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     )
 (in millions of euros, except per share amounts, euros)                      Year ended 31 Dec. 2025( 2 )                                                                                                                                                                               Year ended 31 Dec. 2024 reported                                                                                                                                                                                                                                                                                                                                                                                      Change (€m)                                                                                                                                                                                                                                                                                                                                                                                                           2025                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Year ended 31 Dec. 2025 reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         Change (€m)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (3m 11 days)
 Revenues                                                                     6,266                                                                                                                                                                                                      6,418                                                                                                                                                                                                                                                                                                                                                                                                                 (152)                                                                                                                                                                                                                                                                                                                                                                                                                 683                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       6,949                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    531
 Adjusted EBIT (EBITa) before exceptional items                               542                                                                                                                                                                                                        520                                                                                                                                                                                                                                                                                                                                                                                                                   22                                                                                                                                                                                                                                                                                                                                                                                                                    103                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       646                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      125
 As a percentage of total consolidated revenues                                    8.7%                                                                                                                                                                                                     8.1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              15.1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 9.3%
 Exceptional items                                                            (346)                                                                                                                                                                                                      (122)                                                                                                                                                                                                                                                                                                                                                                                                                 (223)                                                                                                                                                                                                                                                                                                                                                                                                                 -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (346)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    (224)
 Adjusted EBIT (EBITa)                                                        197                                                                                                                                                                                                        398                                                                                                                                                                                                                                                                                                                                                                                                                   (201)                                                                                                                                                                                                                                                                                                                                                                                                                 103                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       300                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (98)
 Amortisation and impairment losses on intangible assets acquired through     (40)                                                                                                                                                                                                       (39)                                                                                                                                                                                                                                                                                                                                                                                                                  (1)                                                                                                                                                                                                                                                                                                                                                                                                                   (23)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (63)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (24)
 business combinations
 Operating income (EBIT)                                                      156                                                                                                                                                                                                        359                                                                                                                                                                                                                                                                                                                                                                                                                   (203)                                                                                                                                                                                                                                                                                                                                                                                                                 80                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        236                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (123)
 Income (loss) from equity affiliates                                         42                                                                                                                                                                                                         (158)                                                                                                                                                                                                                                                                                                                                                                                                                 200                                                                                                                                                                                                                                                                                                                                                                                                                   (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       38                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       196
 Net financial income (loss)                                                  (97)                                                                                                                                                                                                       (123)                                                                                                                                                                                                                                                                                                                                                                                                                 26                                                                                                                                                                                                                                                                                                                                                                                                                    (25)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (122)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    1
 Income taxes                                                                 (64)                                                                                                                                                                                                       (156)                                                                                                                                                                                                                                                                                                                                                                                                                 92                                                                                                                                                                                                                                                                                                                                                                                                                    (49)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (113)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    43
 Earnings (losses) from continuing operations                                 37                                                                                                                                                                                                         (77)                                                                                                                                                                                                                                                                                                                                                                                                                  114                                                                                                                                                                                                                                                                                                                                                                                                                   3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         40                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       117
 inc. attributable to equity holders of the parent                            (19)                                                                                                                                                                                                       (138)                                                                                                                                                                                                                                                                                                                                                                                                                 120                                                                                                                                                                                                                                                                                                                                                                                                                   (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       (22)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     116
 inc. attributable to non-controlling interests                               55                                                                                                                                                                                                         61                                                                                                                                                                                                                                                                                                                                                                                                                    (5)                                                                                                                                                                                                                                                                                                                                                                                                                   6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         62                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       1
 Earnings (losses) from discontinued operations                               (32)                                                                                                                                                                                                       (18)                                                                                                                                                                                                                                                                                                                                                                                                                  (14)                                                                                                                                                                                                                                                                                                                                                                                                                  -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (32)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (14)
 inc. attributable to equity holders of the parent                            (25)                                                                                                                                                                                                       (9)                                                                                                                                                                                                                                                                                                                                                                                                                   (16)                                                                                                                                                                                                                                                                                                                                                                                                                  -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (25)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (16)
 inc. attributable to non-controlling interests                               (7)                                                                                                                                                                                                        (9)                                                                                                                                                                                                                                                                                                                                                                                                                   2                                                                                                                                                                                                                                                                                                                                                                                                                     -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      2
 Earnings (losses)                                                            5                                                                                                                                                                                                          (96)                                                                                                                                                                                                                                                                                                                                                                                                                  101                                                                                                                                                                                                                                                                                                                                                                                                                   3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        103
 inc. attributable to equity holders of the parent                            (43)                                                                                                                                                                                                       (147)                                                                                                                                                                                                                                                                                                                                                                                                                 104                                                                                                                                                                                                                                                                                                                                                                                                                   (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       (47)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     100
 inc. attributable to non-controlling interests                               49                                                                                                                                                                                                         51                                                                                                                                                                                                                                                                                                                                                                                                                    (3)                                                                                                                                                                                                                                                                                                                                                                                                                   6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         55                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       3

 Earnings (losses) per share (in euros)
 Basic, earnings for the period attributable to equity holders of the parent  (0.04)                                                                                                                                                                                                     (0.15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (0.05)
 Diluted, earnings for the period attributable to equity                      (0.04)                                                                                                                                                                                                     (0.15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (0.05)

 holders of the parent

 

 

 

 

 

 1 
(https://frc-word-edit.officeapps.live.com/we/wordeditorframe.aspx?ui=en-US&rs=en-US&wopisrc=https%3A%2F%2Fvivendigroup.sharepoint.com%2Fsites%2FInvestorRelations%2F_vti_bin%2Fwopi.ashx%2Ffiles%2F725192fcb070449bb29a51cd96341e3f&wdlor=c0B5CDEB6-D339-4337-9B28-32903E471B92&wdenableroaming=1&mscc=1&hid=F27B6B4A-1B3D-4698-AC6A-79D243F6665B.0&uih=sharepointcom&wdlcid=en-US&jsapi=1&jsapiver=v2&corrid=3c9e1f80-f4d6-056f-d30a-466e773f22b8&usid=3c9e1f80-f4d6-056f-d30a-466e773f22b8&newsession=1&sftc=1&uihit=docaspx&muv=1&ats=PairwiseBroker&cac=1&sams=1&mtf=1&sfp=1&sdp=1&hch=1&hwfh=1&dchat=1&sc=%7B%22pmo%22%3A%22https%3A%2F%2Fvivendigroup.sharepoint.com%22%2C%22pmshare%22%3Atrue%7D&ctp=LeastProtected&rct=Normal&wdorigin=AuthPrompt.Outlook-Body.Sharing.DirectLink.Copy&afdflight=65&csiro=1&instantedit=1&wopicomplete=1&wdredirectionreason=Unified_SingleFlush#_ftnref1)
     See definition in Alternative Performance Measures

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     Unaudited

 3 
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     Including MultiChoice contribution since 2025, September 20th

 

 

Subscriber base

 (in K subscribers excl. Vietnam)  Year ended 31 December 2025  Year ended 31 December 2024  Change (%)
 PER GEOGRAPHY

 (exc. MultiChoice)
 Europe                            18,276                       17,242                       +6.0%
 Africa / Asia                     9,699                        8,672                        +11.8%

 PER DISTRIBUTION CHANNEL

 (exc. MultiChoice)
 DtoC                              20,823                       19,653                       +6.0%
 Wholesale                         7,152                        6,261                        +14.2%

 TOTAL CANAL+ (exc. MultiChoice)   27,975                       25,914                       +8.0%
 MULTICHOICE                       14,371
 TOTAL CANAL+ (inc. MultiChoice)   42,346

On CANAL+ historical perimeter, the subscriber base enjoyed dynamic growth of
8.0% with a strong performance in France, the best performance on
with-commitment offers over the past 15 years despite content portfolio
rationalisation including the termination of the Ligue 1 contract mid-2024 and
of the Disney contract at the end of 2024, and in Africa which had an historic
year of subscriber base growth with very strong performance at the end of the
year, driven in particular by AFCON.

The Group continued to increase D2C high value subscribers, with a 6.0% growth
rate (vs. 1.9% in 2023 and 2.3% in 2024), driven by a rich content offering an
efficient distribution model.

 

Revenues and Adjusted EBIT (EBITa)

Group revenues amounted to €6,949 million (including €683 million of
MultiChoice contribution over the consolidation period) and Adjusted EBIT
(EBITa) before exceptional items to €646 million (including  €103 million
of MultiChoice contribution). Before taking into account MultiChoice's
contribution:

·    Revenues grew organically by 1.0% to €6,266 million, with sustained
growth in Europe and Africa/Asia driven by strong dynamics in subscriber
bases, especially in high value retail segments, while Content Production,
Distribution and Other revenues decreased compared to 2024 due to a strong
2024 line-up including Paddington in Peru, Back to Black and Paris Has Fallen.

·    Adjusted EBIT (EBITa) before exceptional items reached €542 million
(€527 million including the losses from Vietnam, as defined in guidance),
with an operating margin of 8.7%, up from 8.1% in 2024 due to our numerous
profitability initiatives.

·    Exceptional items amounted to a net charge of €346 million, largely
in relation to the TST and VAT disputes settlements and, to a lesser extent,
from fees related to MultiChoice shares acquisition.

                                                 CANAL+ historical perimeter                                                                                                  MultiChoice                      CANAL+ Group

 (in millions of euros)                          Year ended 31 Dec. 2025  Year ended 31 Dec. 2024 reported  Change (€m)    Change (%)  Change organic( 1 ) (%)  2025                        Year ended 31 Dec. 2025 reported      Change (€m)

                                                                                                                                                                (3 months and 11 days)
 Revenues                                        6,266                    6,418                             (152)          (2.4)%      1.0%                     683                         6,949                                 531
 Europe                                          4,565                    4,731                             (166)          (3.5)%      1.1%                     -                           4,565                                 (166)
 Africa and Asia                                 1,038                    1,006                             32             3.2%        3.2    %                 684                         1,722                                 716
 Content Production, Distribution and Other      775                      817                               (42)           (5.1)%      (5.1)%                   -                           775                                   (42)
 Eliminations                                    (112)                    (136)                             24             (17.6)%     (17.6)%                  (1)                         (113)                                 23
 Adjusted EBIT (EBITa) before exceptional items  542                      520                               22             4.2%                                 103                         646                                   125
 As % of total consolidated revenues             8.7%                     8.1%                                                                                  15.1%                       9.3%
 Exceptional items                               (346)                    (122)                             (223)                                               -                           (346)                                 (224)
 Adjusted EBIT (EBITa)                           197                      398                               (201)                                               103                         300                                   (98)

  1 See definition in Alternative Performance Measures

 

EUROPE

 (in millions of euros)                          Year ended 31 December 2025  Year ended 31 December 2024  Change (€m)    Change (%)  Change organic( 1 ) (%)  Change at constant scope and FX (%)
 Revenues                                        4,565                        4,731                        (166)          (3.5)%      1.1%                     (4.1)%
 Adjusted EBIT (EBITa) before exceptional items  250                          217                          33             15.2%                                17.1%
 As a percentage of total consolidated revenues  5.5%                         4.6%

 1 See definition in Alternative Performance Measures

 

Europe segment revenues decreased by €166 million, or -3.5%, to €4,565
million due to the impact of discontinued contracts and activities, namely the
UEFA Champions League sublicensing partnership, termination of the Disney
contract and the closure of C8 channel. Excluding those impacts, revenues
increased by 1.1% organically. Europe's Adjusted EBIT (EBITa) margin before
exceptional items improved to 5.5% from 4.6% in 2024.

In mainland France, the DtoC subscriber base continued to deliver strong
growth with the best performance on with-commitment offers over the past 15
years and despite content portfolio rationalisation including the termination
of the Ligue 1 contract mid-2024 and of the Disney contract at the end of
2024, demonstrating the robustness of the Group's content valuation models.
Customer satisfaction continued to increase and reached historical peaks while
churn rate slightly improved. This led to an increase in DtoC subscription
revenues, offset by termination of the UEFA Champions League sublicensing
partnership and the impact on wholesale revenues of the Disney contract
termination. On the content side, 2025 also saw the renewal of the UEFA men's
competitions, including the Champions League, on an exclusive basis from
2027-2031 at a price compatible with our ambition to improve profitability in
Europe.

Revenues generated by free-to-air television increased (excluding the impact
of C8 closure), driven by exceptional performance of CNEWS, which became the
leading news channel in France in 2025 in terms of audience and reached
profitability.

In the Overseas Territories the Group's subscriber base and revenues remained
stable, despite challenging market conditions and the impact of a natural
disaster in the Indian Ocean.

In Poland, the subscriber base grew despite challenging conditions in the DTH
market driven by OTT offers and a strong content offering. As a results,
revenues continued to deliver dynamic growth, also driven by price effect, an
increase in advertising revenues and, to a lesser extent a positive currency
effect.

In other European countries, overall revenues slightly declined, mainly driven
by the continued decrease in DTH subscriptions, which has not yet been offset
by the growth of OTT subscriptions and the increase in advertising revenues.
This, correlated with increasing investments in content to get back to
portfolio and revenues growth, put margin under pressure.

Adjusted EBIT (EBITa) before exceptional items from the Europe segment
increased by €33 million, or c. +15%, to €250 million, while Adjusted EBIT
(EBITa) before exceptional items margin reached 5.5%, compared to 4.6% in
2024. This profitability improvement was especially strong in France (which
was a significant positive contributor to Group margin in 2025) despite a
one-off gain from the OCS acquisition in 2024 and the negative impact of the
end of the UEFA Champions League sublicensing partnership and was primarily
driven by content portfolio rationalisation including the discontinuation of
the Ligue 1 and Disney agreements.

 

AFRICA & ASIA

  (in millions of euros)                         Year ended 31 December 2025  Year ended 31 December 2024  Change (€m)    Change (%)  Change at constant scope and FX (%)
 CANAL+ Group excluding MultiChoice
 Revenues                                        1,038                        1,006                        32             3.2%        4.0%
 Adjusted EBIT (EBITa) before exceptional items  216                          233                          (17)           (7.5)%      (7.5)%
 As a percentage of total consolidated revenues  20.8%                        23.2%

 MultiChoice (3 months and 11 days)
 Revenues                                        684
 Adjusted EBIT (EBITa) before exceptional items  103
 As a percentage of segment revenues             15.1%
 CANAL+ Group including MultiChoice
 Revenues                                        1,722                        1,006
 Adjusted EBIT (EBITa) before exceptional items  319                          233
 As a percentage of segment revenues             18.5%                        23.2%

 

Following the reclassification of Vietnam as a discontinued, its contribution
is excluded from the Africa & Asia operating segment.

 

Africa/Asia segment revenues amounted to €1,722 million (including €684
million of MultiChoice contribution over the consolidation period) and
Adjusted EBIT (EBITa) before exceptional items to €319 million (including
€103 million of MultiChoice contribution).

 

Before taking into account MultiChoice's contribution, Africa/Asia segment
revenues increased by €32 million, or +3.2%, to €1,038 million with an
Adjusted EBIT (EBITa) margin before exceptional items decline to 20.8%.

 

In French speaking Africa (i.e. excluding MultiChoice territories), Pay-TV
recorded a historical year of subscriber base growth with very strong
performance at the end of the year, driven in particular by AFCON, 2025
delivering one of the top three annual increases to the subscriber base over
the last 15 years. Impact on revenues were however limited due to phasing
effects as subscribers base growth was concentrated in Q4 and due to
unfavourable foreign exchange effects.

GVA's strong growth continued in 2025, with around a +30% increase in
home-passed (GVA's serviceable addressable market) as well as in revenues.
2025 also saw a successful launch in Benin and the Group 
plans to continue
investing to selectively expand GVA's footprint. GVA 
is now close to
reaching the critical scale required to achieve
break-even profitability.

 

Myanmar performance in 2025 was exceptional, despite challenges related to the
earthquake in March, with both the subscriber base and revenues almost
doubling due to its enhanced content line-up, especially exclusive EPL rights.

 

Adjusted EBIT (EBITa) before exceptional items for the Africa and Asia segment
(excluding MultiChoice's contribution) amounted to €216 million, with a
margin rate of 20.8%. Segment margin has been decreasing in 2025 due to
content costs inflation and higher acquisition costs (volume effect in
relation with AFCON). Those effects have been partially offset by margin
improvement of GVA which is very close to profitability.

 

CONTENT PRODUCTION, DISTRIBUTION AND OTHER

 (in millions of euros)                          Year ended 31 December 2025  Year ended 31 December 2024  Change (€m)    Change (%)  Change at constant scope and FX (%)
 Revenues                                        775                          817                          (42)             (5.1)%       (5.6)%
 Adjusted EBIT (EBITa) before exceptional items  77                           70                           7                 9.4%       8.5%
 As a percentage of total consolidated revenues     9.9 %                        8.6%

 

Studiocanal confirmed its position as a leading independent distributor in
Europe, ranking #1 in France and the Netherlands, #2 in the UK and Poland;
as well as in Australia & New Zealand (#1). Paddington in Peru, released
in late 2024, continued to perform strongly in 2025, delivering more than $211
million at the box office overall. This momentum was complemented by new
2025 hits including Bridget Jones: Mad About the Boy ($136 million), We
Live in Time ($72 million), and Dog 51 (1.4 million admissions in
France).

 

Overall, 2025 revenues were down versus 2024, during which it delivered a
record year for international sales, boosted by the exceptional concentration
of major deliveries such as Paddington in Peru, Back to Black, We Live in
Time and Wicked Little Letters. Additionally, series production revenues
continued to grow, driven by the sustained success of returning titles such
as the Has Fallen franchise and Valle Salvaje. Content library revenues
remained strong.

 

Dailymotion delivered significant growth, with revenues exceeding €100
million, up over 20% compared with 2024, due to the expansion of its
commercial reach, its programmatic network and ongoing enhancements to the
user experience. DAILYMOTION continued to invest in technological development
and AI powered innovations and acquired Archery Inc., the developer of Mojo, a
leading AI-powered video creation and editing platform enabling
professional-grade social video production at scale. This acquisition
strengthens Dailymotion's creative ecosystem and positions the company as a
technology leader in AI powered video creation.

 

Adjusted EBIT (EBITa) before exceptional items for the Content Production,
Distribution and Other segment amounted to €77 million, with the margin
improving from 8.6% in 2024 to 9.9% in 2025, driven by DAILYMOTION, which is
now close to breakeven.

 

AMORTISATION AND IMPAIRMENT LOSSES ON INTANGIBLE ASSETS ACQUIRED THROUGH
BUSINESS COMBINATION

Amortisation and impairment losses on intangible assets acquired through
business combination amounted to -€63 million, of which:

▪ Excluding MultiChoice: -€40 million in 2025, compared to -€39 million
in 2024. These mainly included the amortisation of assets acquired in Europe
in recent years.

▪ MultiChoice contribution: -€23 million (amortisation of assets acquired
with MultiChoice shares acquisition).

 

INCOME (LOSS) FROM EQUITY AFFILIATES

Income from equity affiliates amounted to an income of €38 million in 2025
compared to a loss of €158million in 2024, primarily due to the following:

▪ Income of €70 million related to MultiChoice, compared to a loss of

€100 million in 2024, including -€82 million share of losses (over the
period until September 20th), -€18 million in amortisation of intangible
assets recognised as part of the previous purchase price allocation and a
disposal gain of €173 million due to the revaluation at fair value of the
shares previously accounted under the equity method (45.2%) and fully
consolidated since 20th September 2025 (in accordance with IFRS3 'Business
Combinations').

▪ CANAL+'s share of losses from its participation in Viu of €37 million in
2025, compared to losses of €47 million in 2024. This progress reflects a
reduction in Viu's net income losses in 2025, driven by revenues growth and
cost discipline. As of 31 December 2025, CANAL+ held 37.32% of Viu's share
capital.

▪ CANAL+'s share of loss in Viaplay of €15 million compared to a loss of
€11 million in 2024 (participation accounted for under the equity method as
from 9 February 2024). This result includes CANAL+'s share of VIAPLAY's net
loss, amounting to -€33 million (loss of €20 million in 2024), as well as
favourable impacts related to the purchase price allocation from business
combinations of €18 million (€9 million in 2024).

▪ Income related to MC Vision of €22 million due to the revaluation at
fair value of the shares previously accounted under the equity method (37%)
and fully consolidated since 1 May 2025 following additional acquisition (in
accordance with IFRS3 'Business Combinations').

 

NET FINANCIAL INCOME (LOSS)

Group's net financial charge amounted to €122 million of which:

▪  -€56 million of net interest charges, including interest charges on
external financing and interest income on cash equivalents, compared to -€38
million of net interest charges in 2024. Successful refinancing operations
conducted in 2025 led to an improvement in the cost of financing, partly
offsetting the increase in gross debt resulting from the MultiChoice
acquisition.

▪  -€67 million of other financial charges and income (-€57 million
excluding MultiChoice contribution, compared to -€84 million in 2024),
including approximately €40 million one-off expenses in relation to the
MultiChoice acquisition, mainly guarantee fees and fair
value revaluation of hedging options (compared with approximately €35
million in 2024), €19 million of various fees, mainly financial guarantees
and interest on lease liabilities and €8 million on foreign exchange loss.
The €27 million improvement on CANAL+ historical perimeter compared to 2024
is primarily due to a reversal of foreign exchange effects (negative in 2024
and positive in 2025) and a one-off write-off charge in 2024 following the
Group's decision to cease its operations in Ethiopia.

 

INCOME TAXES
Group's income taxes were a net charge of €113 million, of which:

▪  Excluding MultiChoice: €64 million, compared to a charge of €156
million in 2024, representing a decrease of €92 million. The decrease in
income tax was driven by the benefit of tax Group consolidation in France
set-up in 2025 which led to a significant improvement of the Effective Tax
Rate (38% in 2025 compared with 52% in 2024, after neutralisation of
exceptional items impact) and the decline in pretax profit in 2025 due to
exceptional items.

▪  MultiChoice contribution: €49 million.

 

 

 

CASH GENERATION

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 (in millions of euros)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Year ended 31 Dec. 2025( 2 )                                                                                                                                                                                                                                                                                                                    Year ended 31 Dec. 2024 reported                                                                                                                                                                                                                                                                                                                Change (€m)                                                                                                                                                                                                                                                                                                                                     2025                                                                     Year ended 31 Dec. 2025 reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Change (€m)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (3 months and 11 days)
 EBITa after exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     197                                                                                                                                                                                                                                                                                                                                             398                                                                                                                                                                                                                                                                                                                                             (201)                                                                                                                                                                                                                                                                                                                                           103                                                                      300                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    (98)
 Exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 (346)                                                                                                                                                                                                                                                                                                                                           (122)                                                                                                                                                                                                                                                                                                                                           (224)                                                                                                                                                                                                                                                                                                                                           -                                                                        (346)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  (224)
 EBITa before exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    542                                                                                                                                                                                                                                                                                                                                             520                                                                                                                                                                                                                                                                                                                                             22                                                                                                                                                                                                                                                                                                                                              103                                                                      646                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    126
 Content investments, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          234                                                                                                                                                                                                                                                                                                                                             (196)                                                                                                                                                                                                                                                                                                                                           430                                                                                                                                                                                                                                                                                                                                             (159)                                                                    74                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     270
 Acquisition paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  (1,740)                                                                                                                                                                                                                                                                                                                                         (2,196)                                                                                                                                                                                                                                                                                                                                         456                                                                                                                                                                                                                                                                                                                                             (342)                                                                    (2,082)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                114
 Consumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       1,974                                                                                                                                                                                                                                                                                                                                           2,000                                                                                                                                                                                                                                                                                                                                           (26)                                                                                                                                                                                                                                                                                                                                            182                                                                      2,156                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  156
 Capital expenditures and proceeds from sales of property, plant, equipment and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    (272)                                                                                                                                                                                                                                                                                                                                           (270)                                                                                                                                                                                                                                                                                                                                           (2)                                                                                                                                                                                                                                                                                                                                             (2)                                                                      (273)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  (3)
 intangible assets
 Amortisation and depreciation of intangible and tangible assets( 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                322                                                                                                                                                                                                                                                                                                                                             325                                                                                                                                                                                                                                                                                                                                             (3)                                                                                                                                                                                                                                                                                                                                             30                                                                       352                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    27
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 Repayment of lease liabilities and related interest expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (48)                                                                                                                                                                                                                                                                                                                                            (52)                                                                                                                                                                                                                                                                                                                                            4                                                                                                                                                                                                                                                                                                                                               (30)                                                                     (79)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (27)
 Others (including changes in net working capital) ( 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             (130)                                                                                                                                                                                                                                                                                                                                           (85)                                                                                                                                                                                                                                                                                                                                            (45)                                                                                                                                                                                                                                                                                                                                            35                                                                       (95)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (10)
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 CFFO before exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     648                                                                                                                                                                                                                                                                                                                                             243                                                                                                                                                                                                                                                                                                                                             405                                                                                                                                                                                                                                                                                                                                             (23)                                                                     625                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    382
 Cash conversion rate before exceptional items( 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  119%                                                                                                                                                                                                                                                                                                                                            47%
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 CFFO -Exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (41)                                                                                                                                                                                                                                                                                                                                            (9)                                                                                                                                                                                                                                                                                                                                             (32)                                                                                                                                                                                                                                                                                                                                            (37)                                                                     (79)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (70)
 CFFO after exceptional items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      606                                                                                                                                                                                                                                                                                                                                             234                                                                                                                                                                                                                                                                                                                                             372                                                                                                                                                                                                                                                                                                                                             (60)                                                                     546                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    312
 Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               (90)                                                                                                                                                                                                                                                                                                                                            (127)                                                                                                                                                                                                                                                                                                                                           37                                                                                                                                                                                                                                                                                                                                              (81)                                                                     (170)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  (43)
 Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (21)                                                                                                                                                                                                                                                                                                                                            (38)                                                                                                                                                                                                                                                                                                                                            17                                                                                                                                                                                                                                                                                                                                              (16)                                                                     (37)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   1
 Other financials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  (48)                                                                                                                                                                                                                                                                                                                                            (23)                                                                                                                                                                                                                                                                                                                                            (25)                                                                                                                                                                                                                                                                                                                                            (11)                                                                     (59)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (36)
 Free Cash-Flow                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    448                                                                                                                                                                                                                                                                                                                                             46                                                                                                                                                                                                                                                                                                                                              402                                                                                                                                                                                                                                                                                                                                             (168)                                                                    280                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    234

 1  See definition in Alternative Performance Measures

 2  Unaudited

 3  Including MultiChoice contribution since 2025, September 20(th)

 4  Excluding exceptional items (related mainly to the settlement of both the
VAT dispute and the French TST litigation, C8 closure, redundancy plan in
France and acquisition costs - see Note 4.1 to the consolidated financial
statements in 2025 Annual Report)

 5  CFFO before exceptional items / Adjusted EBIT (EBITa) before exceptional
items

 6  (CFFO before exceptional items 2024 +CFFO before exceptional items 2025) ]
/ [ Adjusted EBIT (EBITa) before exceptional items 2024 + Adjusted EBIT
(EBITa) before exceptional items 2025]

 

Including MultiChoice contribution (over 3 months and 11 days), Group's Cash
Flow From Operations (CFFO) amounted to €546 million in 2025, Group's Free
Cash Flow to €280 million.

 

On CANAL+ historical perimeter, the Group generated a high level of cash in
2025, exceeding guidance: €648 million Cash Flow From Operations (CFFO)
before exceptionals, with a 119% cash conversion rate, €606 million Cash
Flow From Operations after exceptionals (€587 million including Vietnam, as
defined in guidance) and €448 million Free Cash Flow (€428 million
including Vietnam, as defined in guidance). Viewed over 2024-2025 (period over
which one-off prepayment effect is neutral), cash conversion rate before
exceptional items reached 84%, far above 2022 (66%) and 2023 (67%),
demonstrating effectiveness of initiatives.

 

Net content investment strongly improved on CANAL+ historical perimeter,
driven by a one-off positive reversal effect of prepayments made in 2024 and
first effects of structural profitability and cash optimisation initiatives
which are expected to ramp-up in 2026 and beyond, including the renewed French
cinema financing agreement and optimisation of payment terms and inventories.
MultiChoice contributed -€159 million, with a high concentration of payments
over the consolidated period.

 

Capital Expenditures remained stable on CANAL+ historical perimeter, with
increase in network deployment investments within GVA and Canal+ Telecom being
offset by a reducing DTH/DTT set-top boxes need driven by continuing shift to
OTT.

 

Others (including working capital requirements) were still negative in 2025
despite numerous working capital improvements. On CANAL+ historical perimeter,
this was impacted by i) late payments relative to contracts discontinued at
the end of 2024 and to new calculation rules on French TST and by ii) the
decision to selectively activate prepayments in 2025 in return for cost
reduction.

 

Exceptional items in Cash Flow From Operations (CFFO) amounted to a charge of
€79 million, including €41 million on CANAL+ historical perimeter (mostly
coming from the redundancy plan in France (to be continued in 2026) as well as
payments related to MultiChoice shares acquisition) and €37 million coming
from MultiChoice contribution, mostly related to MTO.

 

Cash tax payments amounted to €170 million, including €90 million on
CANAL+ historical perimeter, strongly reducing compared to 2024 due to the
effect of the tax group consolidation set-up in 2025 and the decline in
pre-tax profit (due to exceptional items), noting that tax savings related to
VAT settlement will be captured after 2025. €81 million tax payment within
MultiChoice are mainly related to a strong concentration of tax payments in
relation with closing period change.

 

Interests payments amounted to €37million, stable compared to 2024, the
increase in gross debt being offset by a better cost of financing and a
phasing effect on interest payments related to new sources of financing.

 

Other financials amounted to a charge of €59 million, of which €48 million
on CANAL+ historical perimeter, including €19 million from negative foreign
exchange effects related to euro/dollar rate evolution (compared to a €2
million positive impact in 2024), €20 million guarantees fees including a
€16 million one-off negative impact related to financing arrangement of
MultiChoice shares acquisition and external financing. MultiChoice contributed
-€11 million, mostly coming from foreign exchange effects.

 

LIQUIDITY AND CAPITAL RESOURCES

                                     Year ended 31 December
 (in millions of euros)              2025          2024          Change (€m)    Change (%)

 Cash Position                       830           376           454            120.7%
 Total Borrowings at amortised cost  (2,827)       (731)         (2,096)        286.8%
 Financial Net Debt                  (1,997)       (355)         (1,642)        462.7%

 

As at 31 December 2025, net debt amounted to €1,997 million, comprising cash
and cash equivalents of €830 million and gross borrowings of €2,827
million.

 

In the context of its refinancing strategy, aimed at refinancing both the
Bridge Facility Agreement put in place for the acquisition of the MultiChoice
shares, the existing indebtedness of MultiChoice and the term loan secured for
the acquisition of GVA, the Group entered into several new financing
arrangements during the year. These transactions were executed across both the
capital markets, which demonstrated strong investor demand, and the banking
market, with the objective of establishing a robust and diversified funding
structure while significantly optimising the Group's cost of funding.

 

During the year, the Group completed the following notable transactions:

▪ the issuance of euro-denominated Schuldschein loans for a total nominal
amount of €320 million, with maturities in July 2028 and July 2030;

▪ the issuance of €700 million of euro-denominated unsecured senior notes
maturing in December 2030;

▪ the signing of a new syndicated facilities agreement for a total amount of
€1,800 million, comprising:

§ A €500 million term loan with an initial maturity in December 2026,
extendable by one additional year at the Group's option; and

§ A €1,300 million amortising term loan with a final maturity in December
2030, repayable in three instalments.

 

In addition, the €750 million revolving credit facility, initially maturing
in July 2029, was extended in June 2025 to July 2030. This facility remains
available for drawings until its maturity date.

The Group's banking financing arrangements and Schuldschein loans are subject
to a leverage covenant requiring the Group to maintain a covenant net debt to
covenant EBITDA 3  (#_ftn3) ratio below 3.5x (2.75x as of 31 December 2025,
1.96x excluding VAT and TST settlement effects).

As of 31 December 2025, the Group had approximately €1,580 million of total
liquidity immediately available, consisting of cash and undrawn committed
credit facilities maturing in July 2030.

 

SHAREHOLDER RETURNS

Proposed dividend distribution

On 9 March 2026, (the date of CANAL+ SA Management Board Meeting which
approved the Consolidated Financial Statements for the year ended 31 December
2025), the Management Board decided to propose to shareholders the payment of
an ordinary dividend in cash of 2.2 Euro cents per share representing a total
distribution of €22 million. This proposal was presented to, and approved
by, CANAL+ SA Supervisory Board at its meeting held on 10 March 2026. The
proposed dividend will be paid on 15 June 2026 to shareholders on the register
at 12 June 2026, subject to shareholder approval at the AGM due to be held on
29 May 2026. The shares will be quoted ex-dividend on 11 June 2026.

Share buyback programme

On 24 September 2025, CANAL+ announced the launch of a new share buyback
programme, running from 25 September to 19 December 2025, with a maximum
aggregate purchase amount of GBP £31 million, representing up to 10% of the
Company's issued share capital. The programme aims to satisfy share awards
under the Company's share-based incentive plans for employees and corporate
officers.

The final purchase amount to 11,408,237 shares equivalent to GBP £27 million
(i.e. €31 million).

 

DEFINITIONS OF ALTERNATIVE PERFORMANCE MEASURES

Non-GAAP measures should be considered in addition to, and not as a substitute
for, other GAAP measures of operating and financial performance as presented
in the Consolidated Financial Statements and the related Notes, or as
described in this financial review. The Group considers these to be relevant
indicators for the Group's operating and financial performance.

 

CANAL+ HISTORICAL PERIMETER

All figures exclude the contribution of MultiChoice except for income (loss)
from equity affiliates, which includes (i) the contribution from MultiChoice
up to September 20, 2025, and (ii) the disposal gain of €173 million from
the former investment in MultiChoice, which was accounted for using the equity
method in accordance with IAS 28.

 

ADJUSTED EBIT (EBITa) BEFORE EXCEPTIONAL ITEMS

Adjusted EBIT (EBITa) before exceptional items enables the group to compare
the performance of operating segments regardless of whether their performance
is driven by the operating segment's organic growth or by acquisitions.

To calculate Adjusted EBIT (EBITa) before exceptional items, the accounting
impact of the following items is excluded from Operating income (EBIT):

▪ The amortisation of intangible assets acquired through business
combinations as well as of other rights catalogues acquired;

▪ Impairment of goodwill, other intangibles acquired through business
combinations and other rights catalogues; and

▪ Exceptional items.

 

Exceptional items are items of financial performance which have been
determined by management as being material by their size or incidence and not
relevant to an understanding of the Group's underlying business performance.
Exceptional items for the current and prior year include restructuring costs,
acquisition costs, one-off expense related to settlement of Tax litigation,
and certain provision for contingencies.

Reconciliation of Adjusted EBIT (EBITa) before exceptional items to EBIT is
provided in the introductory table of Earnings analysis.

 

MEASURES AT CONSTANT CURRENCY AND SCOPE OF CONSOLIDATION

Revenues and adjusted EBIT (EBITa) before exceptional items at constant
currency and scope of consolidation: the Group presents changes in revenue and
adjusted EBIT (EBITa) before exceptional items on a reported basis, on a
constant currency basis and at constant scope of consolidation, and this
constitutes an alternative performance measure. Figures presented on a
constant currency and constant scope of consolidation basis eliminate the
impacts of: (i) changes in foreign currency exchange rates (such that the
foreign currency exchange rate in the current period is applied to the prior
period results) and (ii) changes to the scope of consolidation resulting from
acquisitions and disposals (such that the revenues and adjusted EBIT (EBITa)
before exceptional items of the prior period are adjusted to reflect the
acquisitions and disposals of the current period). The calculation is made by
adjusting the prior period using the business scope and foreign exchange
conversion rate of the current period. The Group uses these adjusted figures
both for internal analysis and for external communication, as it believes they
provide means to analyse and explain variations from one period to another
based on comparable exchange rates and scope of consolidation.

 

 

 

                                                           Year ended 31 December
 (in millions of euros)                                    2025          2024          Change (€m)    Change (%)

 Revenues                                                  6,266         6,418         (152)          (2.4)%
 Constant currency adjustment                              -             -             -
 Constant scope of consolidated adjustment                 -             25            (25)
 Revenues at constant currency and scope of consolidation  6,266         6,443         (177)          (2.7)%

 

 

                                                                                Year ended 31 December
 (in millions of euros)                                                         2025          2024          Change (€m)    Change (%)

 Adjusted EBIT (EBITa) before exceptional items                                 542           520           22             4.2%
 Constant currency adjustement                                                  -             1             (1)
 Constant scope of consolidated adjustement                                     -             (4)           4
 Adjusted EBIT (EBITa) before exceptional items at constant currency and scope  542           517           25                      4.8%
 of consolidation

 

ORGANIC GROWTH

Organic growth is calculated by taking the difference between 2024 revenues
and 2025 revenues and excluding 2024 revenues generated from contracts and
activities that have since been discontinued - i.e. the termination of the
Disney contract, the UEFA Champions League sublicensing partnership and the
closure of the C8 channel, for an amount of €216 million.

 

CASH FLOW FROM OPERATIONS (CFFO)

CFFO is calculated as the sum of:

▪ net cash provided by operating activities before income tax paid, as
presented in the consolidated statement of cash flows;

▪ cash payments for the principal of lease liabilities and related interest
expenses, which are presented as financing activities in the consolidated
statement of cash flows;

▪ cash used for capital expenditures, net of proceeds from sales of property
and equipment, and intangible assets, which are presented as investing
activities in the consolidated statement of cash flows.

 

 

 

 

 

                                                                                 Year ended 31 December
 (in millions of euros)                                                          2025          2024          Change (€m)    Change (%)

 Net cash provided by operating activities before income tax paid                899           555           343            61.8%
 Capital expenditures, net of proceeds from sales of property, plant, equipment  (273)         (270)         (4)
 and intangible assets
 Capital expenditures                                                            (297)         (281)         (16)
 Proceeds from sales of property, plant, equipment and intangible assets         23            11            12
 Repayment of lease liabilities and related interest expenses                    (79)          (52)          (27)
 Cash flow from operations (CFFO)                                                546           234           312            133.5%

 

FREE CASH FLOW (FCF)

FCF (formerly cash flow from operations after interest and income tax paid
CFAIT) is calculated as the sum of:

▪ net cash provided by operating activities, as presented in the
consolidated statement of cash flows;

▪ cash payments for the principal of lease liabilities and related interest
expenses;

▪ interest paid and other cash items related to financial activities that
are presented as financing activities in the consolidated statement of cash
flows. It also includes cash used for capital expenditures, net of proceeds
from sales of property and equipment, and intangible assets that are presented
as investing activities in the consolidated statement of cash flows.

 

                                                                                 Year ended 31 December
 (in millions of euros)                                                          2025          2024          Change (€m)    Change (%)

 Net cash provided by operating activities                                       728           429           300            69.9%
 Capital expenditures, net of proceeds from sales of property, plant, equipment  (273)         (270)         (4)
 and intangible assets
 Capital expenditures                                                            (297)         (281)         (16)
 Proceeds from sales of property, plant, equipment and intangible assets         23            11            12
 Repayment of lease liabilities and related interest expenses                    (79)          (52)          (27)
 Interest paid, net                                                              (37)          (38)          2
 Other cash items related to financial activities                                (59)          (23)          (36)
 Free Cash Flow (FCF)                                                            280           46            234            5.1x

 

FINANCIAL NET DEBT

Financial net debt (or Net Cash Position) is calculated by adding together:

▪ Cash and cash equivalents, as reported in the consolidated statement of
financial position;

▪ Minus: the value of borrowing at amortised cost.

 

B. MCG PERFORMANCE FOR THE 12 MONTHS ENDED 31 DECEMBER 2025 (UNAUDITED)

MultiChoice revenue decreased by 6% in the 12 months ended 31 December 2025,
which was driven by the decline in subscriber base to 14.4m, down from
14.9m.  The commercial measures we have taken since the acquisition have
helped ease the decline in subscribers, along with the usual seasonal peak and
positive impact from the Africa Cup of Nations.

Adjusted EBIT before exceptional for the period was €159m (excluding
positive impact of PPA relative to MultiChoice acquisition), a decrease of
14%. This decrease was contained as a result of certain cost cutting
initiatives, including subscriber acquisition costs.

The CFFO of €226m, with a cash conversion ratio of 142%, before exceptional
items, reflects the negotiation of the timing of various deferred payments,
some of which had not been paid out at year end 2025, thereby flattering the
CFFO position.

FCF was an outflow of (€42m), before exceptional items, reflecting high tax
payments and interest payments.

 

C. COMBINED GROUP FOR THE 12 MONTHS ENDED 31 DECEMBER 2025 (UNAUDITED)

On a combined basis for Canal+ and MultiChoice for the 12 months ended 31
December 2025, the full year results (unaudited) excluding Vietnam were as
follows.

Subscribers for the combined group were 42.3m. Revenues for the period were
€8,665m. The Adjusted EBIT before exceptional items, excluding MCG PPA, was
€701m, with a margin of 8.1%. The CFFO before VAT settlement and
restructuring costs was €874m. FCF before VAT settlement and restructuring
costs was €447m.

 

 

 

 

Appendix 1: Unaudited Preliminary Results for the year ended 31 December 2025

Unaudited preliminary consolidated statement of earnings

                                                                                Year ended 31 December
 (in millions of euros, except per share amounts, euros)                        2025      2024
                                                                                          restated(1)
 Revenues                                                                       6,949     6,418
 Content costs                                                                  (3,875)   (3,865)
 Technology, selling, general, administrative costs & others                    (2,761)   (2,072)
 Restructuring costs                                                            (14)      (82)
 Impairment losses on intangible assets acquired through business combinations  -         (1)
 Amortisation of intangible assets acquired through business combinations       (63)      (38)
 Operating income (EBIT)                                                        236       359
 Income (loss) from equity affiliates                                           38        (158)
 Net financial income (loss)                                                    (122)     (123)
 Interest expenses                                                              (56)      (38)
 Income from investments                                                        -         -
 Other financial income                                                         28        11
 Other financial expenses                                                       (95)      (96)
 Earnings before income taxes                                                   153       78
 Income taxes                                                                   (113)     (156)
 Earnings (losses) from continuing operations                                   40        (77)
 Earnings (losses) from discontinued operations                                 (32)      (18)
 Earnings                                                                       8         (96)
 Of which
 Earnings (losses) attributable to equity holders of the parent                 (47)      (147)
 of which Earnings (losses) from continuing operations attributable to equity   (22)      (138)
 holders of the parent
  Earnings (losses) from discontinued operations attributable to equity         (25)      (9)
 holders of the parent
 Earnings (losses) attributable to non-controlling interests                    55        51
 of which Earnings (losses) from continuing operations attributable to non      62        61
 controlling interests
  Earnings (losses) from discontinued operations attributable to non            (7)       (9)
 controlling interests
 Earnings (losses) per share (in euros)
 Basic, earnings (losses) from continuing operations for the period             (0.02)    (0.14)
 attributable to equity holders of the parent
 Diluted, earnings (losses) from continuing operations for the period           (0.02)    (0.14)
 attributable to equity holders of the parent
 Basic, earnings (losses) from discontinued operations for the period           (0.03)    (0.01)
 attributable to equity holders of the parent
 Diluted, earnings (losses) from discontinued operations for the period         (0.03)    (0.01)
 attributable to equity holders of the parent
 Basic, earnings for the period attributable to equity holders of the parent    (0.05)    (0.15)
 Diluted earnings for the period attributable to equity holders of the parent   (0.05)    (0.15)

(1)  Following classification of VSTV as a discontinued operation,
comparative period has been restated to show separately the performance of the
continuing Group and discontinued operation in accordance with IFRS 5:
Non-current assets held for sale and discontinued operations.

 

 

Unaudited preliminary consolidated statement of comprehensive income

                                                                                 Year ended 31 December
 (in millions of euros)                                                          2025          2024
 Earnings (losses)                                                               8             (96)

 Actuarial gains/(losses) related to employee defined benefit plans, net of tax  (1)           -
 Financial assets at fair value through other comprehensive income, net of tax   -             -
 Items not subsequently reclassified to profit or loss                           (1)           -

 Foreign currency translation adjustments                                        88            19
 Unrealised gains/(losses), net of tax                                           (20)          (2)
 Comprehensive income (loss) from equity affiliates, net of tax                  20            20
 Items to be subsequently reclassified to profit or loss                         88            36

 Charges and income directly recognised in equity                                87            36

 Total comprehensive income                                                      95            (59)
 Of which
 Total comprehensive income (loss) attributable to equity holders of the parent  28            (108)
 Total comprehensive income (loss) attributable to non-controlling interests     67            49

 

a.        Including €15 million of Foreign currency translation
adjustments attributable to non-controlling interests

 

 

Unaudited preliminary consolidated statement of financial position

                                                                          As at 31 December
 (in millions of euros)                                                   2025       2024

 ASSETS
 Goodwill                                                                 3,689      2,462
 Non-current content assets                                               510        535
 Other Intangible assets                                                  2,040      669
 Property and equipment                                                   676        609
 Rights-of-use relating to leases                                         312        176
 Investments in equity affiliates                                         619        1,482
 Non-current financial assets                                             307        249
 Other non-current assets                                                 100        104
 Deferred tax assets                                                      326        141
 Non current assets                                                       8,581      6,427
 Inventories                                                              85         66
 Current tax receivables                                                  60         41
 Current content assets                                                   1,233      964
 Trade accounts receivable and other                                      1,480      1,467
 Other current financial assets                                           18         31
 Cash and cash equivalent                                                 830        376
 Total                                                                    3,706      2,944
 Assets classified as held for sale                                       7          -
 Current Assets                                                           3,713      2,944
 TOTAL ASSETS                                                             12,294     9,370

 EQUITY AND LIABILITIES
 Share capital                                                            248        248
 Share premium                                                            6,583      6,603
 Retained earnings and other reserves                                     (3,260)    (2,060)
 Total equity attributable to shareholders of the parent                  3,572      4,791
 Non-controlling interests                                                78         255
 Total equity                                                             3,650      5,046

 Non-current provisions                                                   629        241
 Long-term borrowings and other financial liabilities                     2,355      420
 Deferred tax liabilities                                                 690        178
 Long-term lease liabilities                                              383        171
 Other non-current liabilities                                            22         11
 Non-current liabilities                                                  4,079      1,021
 Current provisions                                                       188        294
 Short-term borrowings and other financial liabilities                    587        345
 Trade and other payables                                                 3,617      2,587
 Short-term lease liabilities                                             109        41
 Current tax payables                                                     57         36
 Total                                                                    4,558      3,303
 Liabilities directly associated with assets classified as held for sale  7          -
 Current liabilities                                                      4,565      3,303
 TOTAL LIABILITIES                                                        8,644      4,324
 TOTAL EQUITY AND LIABILITIES                                             12,294     9,370

 

Unaudited preliminary consolidated statement of cash flows

                                                                                                                Year ended 31 December
 (in millions of euros)                                                                                         2025                2024
                                                                                                                                    restated(1)
 Operating activities
 Operating income (EBIT)                                                                                        236                 359
 Adjustments                                                                                                    150                 385
 Content investments, net                                                                                       74                  (196)
 Acquisition paid                                                                                               (2,082)             (2,196)
 Consumption                                                                                                    2,156               2,000
 Gross cash provided by operating activities before income tax paid and                                         460                 548

 other changes in net working capital of continuing operations
 Other changes in net working capital                                                                           439                 7
 Net cash provided by operating activities before income tax paid of continuing                                 899                 555
 operations
 Income tax (paid)/received, net                                                                                (170)               (127)
 Net cash provided by/(used for) operating activities of continuing operations                                  728                 428
 Net cash provided by/(used for) operating activities of discontinued                                           (19)                (15)
 operations
 Net cash provided by/(used for) operating activities                                                           709                 413

 Investing activities
 Capital expenditures                                                                                           (297)               (281)
 Purchases of consolidated companies, after acquired cash                                                       (1,060)             (51)
 Investments in equity affiliates                                                                               (135)               (498)
 Purchase of financial assets                                                                                   (44)                (80)
 Investments of continuing operations                                                                           (1,535)             (910)
 Proceeds from sales of property, plant, equipment and intangible assets                                        23                  11
 Proceeds from sale of financial assets                                                                         50                  29
 Divestitures of continuing operations                                                                          73                  40
 Dividends received from equity affiliates                                                                      1                   -
 Net cash provided by/(used for) investing activities of continuing operations                                  (1,461)             (870)
 Net cash provided by/(used for) investing activities of discontinued                                           -                   (1)
 operations
 Net cash provided by/(used for) investing activities                                                           (1,461)             (871)

 Financing activities
 Sales/(purchases) of CANAL+ SA's treasury shares                                                               (31)                -
 Acquisition of non-controlling interests                                          (2)                                              (6)
 Dividends paid by consolidated companies to their non-controlling interests       (54)                                             (36)
 Distributions to CANAL+ SA's equity holders                                       (20)                                             -
 Transactions with equity holders of continuing operations                         (106)                                            (42)
 Proceeds from long-term borrowings and other financial liabilities                2,764                                            716
 Repayments on long-term borrowings and other long-term financial liabilities      (1,398)                                          (7)
 Repayments on short-term borrowings                                               (1,264)                                          (307)
 Proceeds from short-term borrowings and other financial liabilities               1,359                                            255
 Interest paid, net                                                                (37)                                             (38)
 Other cash items related to financial activities                                  (59)                                                       (23)
 Transactions on borrowings and other financial liabilities of continuing          1,365                                                      596
 operations
 Repayment of lease liabilities and related interest expenses                      (79)                                                       (52)
 Net cash provided by/(used for) financing activities of continuing operations     1,180                                                      502
 Net cash provided by/(used for) financing activities of discontinued              (4)                                                        (7)
 operations
 Net cash provided by/(used for) financing activities                                                           1,176                              495

 Foreign currency translation adjustments                                          30                                                         5
 Change in cash and cash equivalents                                               454                                                        42

 Cash and cash equivalents
 At beginning of the period                                                                                     376                                334
 At end of the period                                                                                           830                                376

( )

(1)  Following classification of VSTV as a discontinued operation,
comparative period have been restated to show separately the performance of
the continuing Group and discontinued operation in accordance with IFRS 5:
Non-current assets held for sale and discontinued operations.

 

 

 

Unaudited preliminary consolidated statement of changes in equity

                                                                                                                                                                                                                                                                                                                                                                                                                                                                     Year ended 31 December 2025
 (in millions of euros except number of shares)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Number of shares  Share capital  Share premium  Treasury shares  Retained earnings and other reserves  Shareholders' equity  Non-controlling interest  Total equity

 Year ended 31 December 2024                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       991,959,494       248            6,603          -                (2,060)                               4,791                 255                       5,046

 Earnings (losses)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 -                 -              -              -                (47)                                  (47)                  55                        8
 Charges and income directly recognised in equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                  -                 -              -              -                75                                    75                    12                        87
 Total comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        -                 -              -              -                28                                    28                    67                        95
 Other transactions with Vivendi Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                             -                 -              -              -                (3)                                   (3)                   -                         (3)
 Share-based compensation plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    -                 -              -              -                6                                     6                     -                         6
 Sales/(purchases) of treasury shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                              -                 -              -              (31)             -                                     (31)                  -                         (31)
 Takeover and subsequent acquisition of MultiChoice securities( 1                                                                                                                                                                                                                                                                                                                                                                                                                                                  -                 -              -              -                (1,212)                               (1,212)               (208)                     (1,420)
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 Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             -                 -              -              -                12                                    12                    1                         13
 Dividends paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    -                 -              (20)           -                -                                     (20)                  (37)                      (56)
 Total changes over the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     -                 -              (20)           (31)             (1,168)                               (1,219)               (177)                     (1,396)

 Year ended 31 December 2025                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       991,959,494       248            6,583          (31)             (3,229)                               3,572                 78                        3,650

 

 

 

                                 Year ended 31 December 2024
 (in millions of euros except    Number of shares      Share capital     Share premium     Retained earnings and other reserves( 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Shareholders' equity      Non-controlling interest      Total equity
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                                                                                           )

 Year ended 31 December 2023     -                     -                 -                 894                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       894                       246                           1,140

 Earnings (losses)               -                     -                 -                 (147)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (147)                     51                            (96)
 Charges and income directly     -                     -                 -                 39                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        39                        (3)                           36
 recognised in equity
 Total comprehensive income      -                     -                 -                 (108)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (108)                     49                            (59)
 CANAL+ SA (existing CANAL+      148,000               -                 -                 -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         -                         -                             -
 shares already in issue before
 spin-off)
 Contribution by Vivendi SE      991,811,494           248               6,603             (2,194)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   4,657                     -                             4,657
 Other transactions with Vivendi -                     -                 -                 (664)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (664)                     (2)                           (665)
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 Dividends paid                  -                     -                 -                 -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         -                         (36)                          (36)
 Total changes over the period   991,959,494           248               6,603             (2,954)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   3,897                     8                             3,906

 Year ended 31 December 2024     991,959,494           248               6,603             (2,060)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   4,791                     255                           5,046

 

 

( 1 )         Prior to the separation from Vivendi, the Group did not
constitute a group with a parent company in accordance with IFRS 10
Consolidated Financial Statements.
Therefore, retained earnings and other reserves as of 31 December 2023, were
presented as the Group owners' net investment.

( 2 )         Combination of the following transactions (see note
1.3):

-  Increases in CANAL+SA's share capital and share premium of €248 million
and €6,603 million, respectively, as a result of the separation from
Vivendi,
on 13 December 2024.

-  Conversion of Vivendi's loan into equity for a total amount of €4,657
million from April 2024 to September 2024.

-      Neutralisation in retained earnings, for an amount of €665
million, of shares in subsidiaries previously held by Vivendi Group and
contributed in kind to the Group.

 

 

NOTES TO THE UNAUDITED PRELIMINARY STATEMENTS

 

NOTE 1 - BASIS OF PREPARATION

 

BACKGROUND

CANAL+ SA (the 'Company'), is a public company with limited liability
(Société Anonyme, SA) incorporated under French law and listed on the Main
Market of the London Stock Exchange (LSE) under the ticker symbol 'CAN'. Its
registered office is located at:

50 Rue Camille Desmoulins, 92863 Issy-Les-Moulineaux Cedex 9, France.

 

The Group is a major player in content creation and Pay-TV distribution
worldwide. Currently, it has 40 million subscribers worldwide, with a
diversified geographic presence mainly across three continents (Europe, Africa
and Asia), holding strong positions and offering an attractive value
proposition in both mature markets (Europe) and high growth markets (Africa
and Asia). Subscriptions account for 83% of the Group's revenues, the Group
distributes across all broadcasting channels (satellite, ADSL, DTT and
digital), and both linear and non-linear offerings.

 

The Group is a publisher and distributor of premium and thematic subscription
TV and advertising-based television in Europe and in the Africa and Asia, as
well as production, sales and distribution of movies and TV series:

·      Europe: In France, as in other European countries, the Group is a
major player in the production, financing and broadcasting of a wide range of
exclusive content.

·      Africa & Asia: This operating segment encompasses the Group's
Pay-TV business outside of Europe, primarily in Africa & Asia. In Africa,
the Group operates Pay-TV services in more than 47 countries under CANAL+ and
MultiChoice brands and offers premium international content across sports,
films and series from global majors, alongside local content offerings
tailored to African audiences. CANAL+ owns a distribution network comprised of
over 32,000 points of sale and over 750 distribution partners. GVA offers
broadband internet access services through optical fibre networks and operates
an expanding FTTH network, currently in 14 cities in 9 countries in Africa. In
Asia, the Group operates in Myanmar under a joint venture agreement with the
Forever Group which provides access to 60 channels including those produced
specifically in the Burmese language and showcasing local content. The Group
also operates in Vietnam, through Vietnam Satellite Digital Television Company
Limited but is currently restructuring its operations and stopped commercial
activities under the "K+" brand. Following the reclassification of Vietnam as
a discontinued operations (see note 3.6), its contribution is excluded from
the Africa & Asia operating segment.

·      Content Production, Distribution and Other: STUDIOCANAL is the
European market leader in the production, acquisition, sale and distribution
of feature films and TV series. It is present in Europe's major markets
(Germany, Benelux, Spain, France, Poland and the United Kingdom), as well as
in Australia, New Zealand, China and the United States. This segment also
includes

(i) DAILYMOTION, an international end-to-end video platform, which derives its
revenue from advertising, (ii) Thema, a production and distribution company
and (iii) L'Olympia and Théâtre de L'Œuvre, live entertainment venues in
Paris.

On 9 March 2026, at a meeting held at CANAL+'s headquarters, the Management
Board approved and authorised for issuance the Consolidated Financial
Statements for the year ended 31 December 2025. They were also reviewed by the
Audit Committee at its meeting held on 5 March 2026 and by the Supervisory
Board at its meeting held on 10 March 2026.

The Consolidated Financial Statements for the year ended 31 December 2025 will
be submitted to the Company's shareholders for approval at the Annual General
Shareholders' Meeting to be held on 29 May 2026.

 

1.1 STATEMENT OF COMPLIANCE

The Consolidated Financial Statements have been prepared in accordance with
IFRS ® Accounting Standards as endorsed by the EU, and in accordance with
IFRS Accounting Standards published by the IASB with mandatory application as
of 31 December 2025.

The Group applied standards and amendments, which are effective for annual
periods beginning on or after 1 January 2025 (unless otherwise stated). The
Group has not early adopted any other standard, interpretation or amendment
that has been issued but is not yet effective.

LACK OF EXCHANGEABILITY - AMENDMENTS TO IAS 21

For annual reporting periods beginning on or after 1 January 2025, Lack of
Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates specifies how an entity should assess whether a currency is
exchangeable and how it should determine a spot exchange rate when
exchangeability is lacking. The amendments also require disclosure of
information that enables users of its financial statements to understand how
the currency not being exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance, financial position and
cash flows. This amendment had no material effect on the Group's consolidated
financial statements.

 

1.2 BASIS OF PREPARATION AND CONSOLIDATION

The Consolidated Financial Statements have been prepared on a going concern
basis and on a historical cost basis, with the exception of certain assets and
liabilities that have been measured at fair value according to IFRS 13 - fair
value measurement. Relevant categories and disclosures are detailed in Note 2.

The consolidated financial statements are presented in euros and all values
are rounded to the nearest million, except when otherwise indicated. The
consolidated financial statements provide comparative information in respect
of the previous period. The Consolidated Financial Statements include the
financial statements of the Company and its subsidiaries (together referred to
as the 'Group') after eliminating intra-group items and transactions and the
Group's interests in associates and jointly controlled entities.

The Group has a 31 December year end. Subsidiaries that do not have a 31
December year end prepare interim financial statements as of that date, except
when their year end falls within the three months preceding 31 December.
Subsidiaries that have been acquired by the Group are included in the
Consolidated Financial Statements as of the date of acquisition.

 

KEY JUDGEMENTS AND ESTIMATES

The preparation of the Consolidated Financial Statements in compliance with
IFRS Accounting Standards requires the Group's management to make certain
estimates and assumptions which it considers reasonable and realistic.
Although these estimates and assumptions are regularly reviewed, based in
particular on past or anticipated achievements, facts and circumstances may
lead to changes in these estimates and assumptions which could have an impact
on the reported amount of the Group's assets, liabilities, equity or earnings.

The following areas involve key assumptions and other key sources of
estimation uncertainty and that may have a significant risk of causing a
material adjustment on the consolidated financial statements in the next 12
months:

·      Provisions: risk estimates performed on an individual basis,
noting that the occurrence of certain events during the course of procedures
may lead to a risk reassessment at any time (please refer to Notes 2.2.7.1 and
20).

·      Capitalised cost of theatrical films, and television rights
produced or acquired to be sold to third parties, are amortised, and other
related costs are expensed, pursuant to the estimated revenue method (i.e.
based on the ratio of the current period's revenue to the total remaining
revenue forecasted on an individual production basis).

 

In addition to the above, the following areas involve key assumptions and
other key sources of estimation uncertainty and that may have a significant
risk of causing a material adjustment on the consolidated financial
statements, but are not expected to have a material impact on them in the next
12 months.

·      Goodwill and other intangible assets: valuation methods used to
identify intangible assets acquired through business combinations (please
refer to Note 2.2.5.1).

·      Impairment testing of non-financial assets: assumptions relating
to impairment tests performed on each of the Group's cash-generating units
('CGUs'), future cash flows and discount rates are updated annually (please
refer to Notes 2.2.5.6 and 10).

·      Share-based payments: Estimating fair value for share-based
payment transactions at grant date and number of equity instruments requires
determination of the most appropriate valuation model and the inputs to this
model including the volatility and dividend yield (please refer to Notes 2.2.9
and 22).

 

The following are the critical judgements, apart from those involving
estimations (which are presented separately above), that management has made
in the process of applying the Group's accounting policies and that have the
most significant effect on the amounts recognised in its consolidated
financial statements:

·      Provisions and litigation: the management has carefully assessed
the facts and circumstances regarding legal obligation (statutory, regulatory
or contractual) or constructive obligation resulting from past events, as well
as relevant legal documents, to determine whether it is probable that an
outflow of resources will be required to settle the obligation.

·      Transmission commitments: the management has carefully assessed
whether the transponder contracts should be classified as leases in accordance
with IFRS 16 (See notes 2.2.5.5 and 14).

CONSIDERATION OF CLIMATE CHANGE

The preparation of the Consolidated Financial Statements of the Group involves
taking into account climate change issues. The consequences of climate change
had no significant impact on the Consolidated Financial Statements ended 31
December 2024 and 2025. In addition, the Group's management ensured that the
assumptions underlying the estimates in the Consolidated Financial Statements
account for the future effects deemed most likely related to climate change
issues (e.g. assumptions used for goodwill impairment testing). The Group
considers that the consequences of climate change and the commitments made by
the Group do not have a significant impact on its medium-term activities.

 

1.3 SEPARATION FROM VIVENDI

Vivendi SE (or 'Vivendi' or 'Vivendi Group' together with its subsidiaries) is
a European company which, since 7 January 2020, has been subject to the
provisions of French commercial company law that are applicable to it in
France, including Council Regulation EC No. 2157/2001 of 8 October 2001 on the
statute for a European company (SE) and the French Commercial Code (Code de
commerce). Vivendi was incorporated on 18 December 1987, for a term of 99
years expiring on 17 December 2086, except in the event of an early
dissolution or unless its term is extended. Its registered office is located
at 42 Avenue de Friedland - 75008 Paris (France). Vivendi's shares are listed
on Euronext Paris (Compartment A).

 

On 13 December 2023, Vivendi announced the initiation of a feasibility study
in relation to the separation of several entities from the Vivendi Group,
including the Group, each of which would become an independent, publicly
listed company, operating separately from Vivendi.

 

On 9 December 2024, the combined general shareholders' meeting of Vivendi and
the shareholders' meeting of CANAL+ approved the Partial Demerger, which was
implemented by way of a partial asset contribution subject to the French legal
regime applicable to demergers, whereby Vivendi contributed to the Company all
of the ordinary shares it held in the share capital of Groupe CANAL+ SA.

 

The Partial Demerger became effective on 13 December 2024, after which:

·      CANAL+ SA issued 991,811,494 shares that were allocated directly
to the shareholders of Vivendi and corresponding to the number of Vivendi
shares in issue at 13 December 2024 (excluding the treasury shares held by
Vivendi at this date)

·      The total number of issued CANAL+ shares was 991,959,494 , which
included the 148,000 existing CANAL+ SA shares already issued as of that date.

·      CANAL+ shares began trading on the London Stock Exchange on 16
December 2024

 

As of 31 December 2025 and 2024, transactions with Vivendi were still
qualified as transactions with related parties under IAS 24 and are disclosed
as such in these Consolidated Financial Statements. Commercial relationships
among the Group and Vivendi subsidiaries prior and subsequent to the
separation, are conducted on an arm's length basis on terms and conditions
similar to those which would be offered by third parties.

 

CONVERSION OF VIVENDI LOANS INTO EQUITY

In 2024, prior to the Vivendi Spin-Off, loans granted by Vivendi and its
subsidiaries to the Group were converted into equity for a total amount of
€4,657 million:

·      On 16 April 2024, Vivendi's loan to the Group was converted into
share capital to an amount of €3,400 million.

·      On 30 September 2024, Vivendi's loans were converted into share
capital as follows:

o  Groupe CANAL+ SA: €795 million

o  DAILYMOTION: €350 million

o  CANAL OLYMPIA: €112 million

 

LEGAL REORGANISATION AND CONTRIBUTION OF CANAL+ SHARES HELD BY VIVENDI TO THE
COMPANY

The arrangement that constituted the combined Group was not a legal entity in
its own right and was made up of entities under the common control of Vivendi.
The scope of combination principally comprised entities held directly and
indirectly by CANAL+ SA and other entities held by Vivendi directly or
indirectly through subsidiaries (mainly DAILYMOTION SA, GROUP VIVENDI AFRICA
SAS ('GVA')) as well as performance venues and licensing and production
entities in France. Most of them were previously operationally managed by the
Group.

 

In order to better align the Group's operational and legal structure, after
completion of relevant employee representatives consultation process, Vivendi
and the Group entered into share transfer agreements organising the following
transfers from Vivendi (the 'Legal Reorganisation'), as summarised below:

 

·      In September 2024, Groupe CANAL+ SA acquired 100% of the shares
of DAILYMOTION SA and CANAL+ International acquired 100% of the shares of
CANAL OLYMPIA.

·      In September 2024, Vivendi and CANAL+ International signed a
share purchase agreement whereby CANAL+ International agreed to acquire 100%
of the share capital of GVA, subject to certain conditions. In 2025, the Group
settled the deferred consideration recognised as a liability in 2024.

·      In July 2024 and September 2024, STUDIOCANAL executed binding
agreements for the transfer of the entire stake held by Vivendi in various
production entities in France, Poland and Germany, as well as in STUDIOCANAL
KIDS & FAMILY LIMITED (formerly known as Copyrights Group), a global
intellectual property management agency developing, inter alia, the
'Paddington' brand.

·      In July 2024, CANAL+ France acquired all of the shares held by
Vivendi in L'Olympia and in UBU PRODUCTIONS, which holds 100% of the share
capital of SOCIETE NOUVELLE DU THEATRE DE L'OEUVRE.

 

The Legal Reorganisation described above was a business combination under
common control that was scoped out of IFRS 3 Business combination. In the
absence of an IFRS standard specifically applicable to such a transaction,
management elected to apply the pooling-of-interests method in the
consolidated financial statements of the Group, based on the historical
carrying values of the assets and liabilities of: (i) Groupe CANAL+ SA and the
subsidiaries it controlled before the Legal Reorganisation, directly or
indirectly and (ii) the assets and legal entities acquired from Vivendi SE
through the Legal Reorganisation.

On 13 December 2024, Vivendi contributed to the Company all of the ordinary
shares it held in the share capital of Groupe CANAL+ SA. As a result, the
Company issued, as consideration for such contribution, 991,811,494 shares.

 

As such, in the 2024 Group's Consolidated Financial Statements, the
contribution was directly recorded as an increase in equity attributable to
the Group shareholders (€248 million in share capital and €6,603 million
in share premium), with a corresponding entry in retained earnings.
Additionally, consolidated equity was (i) adjusted by €665 million to
neutralise the effect of the Legal Reorganisation and (ii) increased by
€4,657 million as a result of the Conversion of Vivendi's loans into equity.

 

In 2024, separation costs were expensed as incurred and included fees and
expenses associated with the separation transaction. The costs included legal
and tax advice expenses, consulting services and other separation activities
related costs. Separation costs were included in the consolidated statement of
earnings line 'Technology, selling, general, administrative costs &
others'.

 

1.4 GOING CONCERN

As part of the implementation of its strategic plan and the management of its
operations, and considering its current balance sheet position, the principal
and emerging risks which could impact its performance, the Group evaluates,
integrates, and tests scenarios that it considers plausible. The Group defines
its level of indebtedness and continuously measures its liquidity needs to be
able to seize opportunities when they arise and meet its contractual
obligations.

 

As of 31 December 2025, net debt amounted to €1,997 million, comprising cash
and cash equivalents of €830 million and gross borrowings of €2,827
million. In the context of its refinancing strategy, aimed at refinancing both
the Bridge Facility Agreement put in place for the acquisition of the
MultiChoice shares (€1,715 million), the existing indebtedness of
MultiChoice (ZAR 11 billion) and the term loan secured for the acquisition of
GVA (€335 million), the Group entered into several new financing
arrangements during the year. These transactions were executed across both the
capital markets, which demonstrated strong investor demand, and the banking
market, with the objective of establishing a robust and diversified funding
structure while significantly optimising the Group's cost of funding.

 

During the year, the Group completed the following notable transactions (see
note 23.3):

·      the issuance of euro-denominated Schuldschein loans for a total
nominal amount of €320 million, with maturities in July 2028 and

July 2030;

·      the issuance of €700 million of euro-denominated unsecured
senior notes maturing in 2030;

·      the signing of a new syndicated facilities agreement for a total
amount of €1,800 million, comprising:

o  a €500 million term loan with an initial maturity in December 2026,
extendable by one additional year at the Group's option; and

o  a €1,300 million amortising term loan with a final maturity in December
2030, repayable in three instalments.

In addition, the €750 million revolving credit facility, initially maturing
in July 2029, was extended in June 2025 to July 2030. This facility remains
available for drawings until its maturity date. The Group's banking financing
arrangements and Schuldschein loans are subject to a leverage covenant
requiring the Group to maintain a covenant net debt to covenant EBITDA 1 
ratio below 3.5x (2.75x as of 31 December 2025, 1.96x ex (#_ftn4) cluding VAT
and TST settlement effects.

 

As of the date of approval of these consolidated financial statements, the
tests implemented by management, which incorporate the key assumptions the
Group is likely to face in the scenarios, demonstrate a satisfactory level of
financial resources and cash generation, thus enabling the financing of its
ongoing operations, including its contractual and commercial commitments,
investment expenditures, and the management of its identified risks despite
the current economic outlook. Therefore, the management is satisfied that the
Group has sufficient resources to continue in operation for the foreseeable
future, a period of not less than twelve months from the date of this report
and, accordingly, adopt the going concern basis in preparing the consolidated
financial statements.

 

NOTE 2 - MAJOR EVENTS

1. ACQUISITION OF MULTICHOICE GROUP

 

·      Description of the transaction

During 2020, The Group began investing in MultiChoice Group Ltd
("MultiChoice"), a South African company listed on the Johannesburg Stock
Exchange ("JSE") and the leading pay-TV operator in English and
Portuguese-speaking sub-Saharan Africa.

As at 31 December 2022, the Group held 128.9 million shares in MultiChoice,
representing 29.13% of MultiChoice's share capital. South African regulations
prohibit any foreign investor from holding more than 20% of the voting rights
or controlling a licensed pay-TV broadcaster. Accordingly, MultiChoice's
memorandum of incorporation limits the aggregate voting rights of foreign
shareholders to 20%, with a proportional "scale-back" mechanism applied at
each shareholder meeting if necessary. During fiscal year 2022, the Group
became MultiChoice's largest shareholder and was classified as a "material
shareholder". Since 1 January 2022, the Group has accounted for its interest
in MultiChoice using the equity method in accordance with IAS 28.

In 2024, the Group continued acquiring shares on the JSE and exceeded the 35%
shareholding threshold. By decision dated 28 February 2024, the Takeover
Regulation Panel ("TRP") required the Group to launch a mandatory public
tender offer for the remaining MultiChoice shares it did not already own.

Following this decision, the Group and MultiChoice entered into an exclusive
cooperation agreement on 7 April 2024 and jointly published a firm intention
announcement ("FIA") on 8 April 2024. On 4 June 2024, the parties issued a
combined circular to MultiChoice shareholders in relation to the Group's
mandatory offer to acquire the remaining shares at a price of ZAR125 per
share, representing an aggregate consideration of ZAR35,373 million.

On 30 September 2024, the Group and MultiChoice submitted a joint merger
control filing to the South African Competition Commission in accordance with
the Competition Act, No. 89 of 1998. The parties were also engaged with the
Independent Communications Authority of South Africa ('ICASA') and other
regulatory authorities. The transaction was classified as a "large merger"
requiring approval by the Competition Tribunal.

On 4 February 2025, the Group announced, together with MultiChoice, a proposed
restructuring whereby MultiChoice Proprietary Limited (or "LicenceCo"), the
holder of the South African broadcasting licence and contracting entity with
subscribers in South Africa, would be carved out of MultiChoice South Africa
and become an independent entity. LicenceCo will remain the licensed
broadcaster and will be majority owned by Historically Disadvantaged Persons,
including Phuthuma Nathi (27% economic interest), Identity Partners Itai
Consortium, Afrifund Consortium holding a 9.5% economic interest each and a
Workers' Trust (BBOS) holding a 5% economic trust. MultiChoice Group will
retain a 49% economic interest and 20% of the voting rights in LicenceCo and
will continue to hold its existing 75% interest in MultiChoice South Africa,
excluding LicenceCo. The proposed structure was submitted to the Competition
Commission as part of the 30 September 2024 filing.

On 21 May 2025, the Competition Commission recommended approval of the Offer,
subject to public-interest conditions supporting Broad-Based Black Economic
Empowerment and local content development. On 23 July 2025, the Competition
Tribunal approved the mandatory takeover, subject to agreed conditions which
include the implementation of the structure announced on 4 February 2025.

As of the close of business on 19 September 2025, following the completion of
all necessary regulatory conditions, including the reorganisation required by
the South African Competition Tribunal, the scale-back restriction on the
voting rights held by the Group was lifted. Therefore, the Group obtained
control of MultiChoice on 20 September 2025 ("the acquisition date"). As of 22
September 2025, the Group and MultiChoice announced that the Mandatory
Takeover Offer had become unconditional. As of the acquisition date, the Group
directly owned 200 030 591 (46.0%) of the shares of MultiChoice (excluding
treasury shares), and acceptances in respect of a further

9 767 641 (2.2%) of MultiChoice shares (excluding treasury shares) had been
tendered to Canal+ in terms of the Offer prior to the publication of the
Finalisation Announcement.

Management concluded that the Group obtained control at the acquisition date
because its 48.2% shareholding, combined with the widely dispersed nature of
the remaining shares and the appointment of Canal+ executives to the
MultiChoice board, provided the Group with the present ability to direct
MultiChoice's relevant activities.

On 13 October 2025, the Group and MultiChoice announced the results of the
Mandatory Tender Offer by CANAL+. Following the close of the Offer process,
the Group owned 96.0% of MultiChoice shares (excluding treasury shares).

The Group then published a Squeeze-Out Notice under section 124 of the South
African Companies Act on 24 October, confirming that the Group would acquire
all remaining ordinary shares that it did not already own after its mandatory
offer was accepted by more than 90% of shareholders. Following this procedure,
the Group now holds the entire share capital and voting rights of MultiChoice
and the MultiChoice shares were delisted upon commencement of trading on the
JSE on 10 December 2025.

Following its listing on the London Stock Exchange, the Group intends to
proceed with a secondary inward listing on the JSE within 9 months following
the effective date of the delisting, in accordance with the timetable and
procedures envisaged in the relevant regulatory approvals. The secondary
inward listing on the JSE would enable South African investors to become
shareholders of the combined Group.

The Group and MultiChoice recognise that the economic transformation of South
Africa and 'Broad-Based Black Economic Empowerment' ('BBBEE') are imperatives
both in the broader context and for MultiChoice. The Group is fully committed
to maintaining MultiChoice's BBBEE credentials and acknowledges the key role
played by Phuthuma Nathi in this regard.

Within the context described above, the Group recognised provisional goodwill
in respect of this transaction in accordance with the partial goodwill method
based on a 48,2% owned interest on the acquisition date. Provisional
allocation of the purchase price will be disclosed in Annual Report.

 

·      Subsequent acquisition of non‑controlling interests in
MultiChoice

Following the acquisition date, the Group acquired, in cash, the remaining
51.8% of MultiChoice share capital. This subsequent acquisition of
non-controlling interests was therefore recognised as a reduction in
shareholders' equity of €1,420 million, corresponding to the purchase of the
remaining 225,462,856 shares for €1,392 million and the value of negative
non-controlling interests at the acquisition date (see above) of €28
million.

 

2. NEW FINANCING

In 2025, the Group implemented a comprehensive refinancing plan aimed at (i)
refinancing borrowings related to the acquisition of MultiChoice shares of
€1,715 million (initially maturing in January 2026, extendable to July
2026), (ii) repaying MultiChoice's legacy ZAR 11 billion credit facility;
(iii) repaying the former term loan of €335 million, (iv) extending the
overall maturity profile of the Group's borrowings; and (v) optimising the
cost of financing while diversifying funding sources.

As part of this strategy:

(i) The Group issued €285 million in Schuldschein loans in July 2025,
followed by an additional €35 million in October 2025 under the same
framework.

(ii) In November 2025, it successfully accessed the Eurobond market for the
first time, raising €700 million through senior unsecured notes maturing in
2030 with a 4.625% annual coupon.

(iii) In December 2025, the Group signed a new €1,800 million syndicated
credit facility, comprising a €500 million 12-month term loan and a €1,300
million five-year amortising loan.

 

The Group's existing €750 million revolving credit facility was extended to
July 2030.

 

These transactions significantly improved the Group's liquidity and debt
maturity profile. As at 31 December 2025, €750 million in committed credit
facilities remained available.

 

3. SETTLEMENT OF VAT DISPUTE WITH THE FRENCH TAX AUTHORITIES

In December 2025, the Group has reached a settlement with the French tax
authorities regarding the long‑standing dispute over the VAT rate applicable
to its television subscription services. The total amount committed under the
settlement is €363 million, with the payment schedule to be finalised at a
later date. As a result, the Group recognised a one-off impact under the line
"Technology, selling, general, administrative costs & others" in the
consolidated statement of earnings and classified as Exceptional items for the
computation of the Adjusted EBIT (EBITa) before exceptional items (the Group's
relevant indicator of its operating performance).

 

4. SETTLEMENT OF THE 'FRENCH TST' LITIGATION ("TAXE SUR LES SERVICES DE
TELEVISION")

On 5 June 2025, Société d'Edition de Canal Plus and Groupe Canal+ reached an
agreement with the "Centre national du cinéma et de l'image animée" (CNC)
regarding the rules applicable to determining the tax basis of the French TST,
which settle the disputes relating to past fiscal years and removes
uncertainty regarding the possibility of a material additional disbursement.
As a result, the Group recognised a one-off expense of €78 million under the
line "Technology, selling, general, administrative costs & others" in the
consolidated statement of earnings, neutral in cash, and classified as
Exceptional items for the computation of the  Adjusted EBIT (EBITa) before
exceptional items (the Group's relevant indicator of its operating
performance).

 

4. INVESTMENT IN UGC

On 15 October 2025, the Group announced it had signed an agreement to acquire
a 34% minority stake in UGC, the historic French cinema player. The
transaction was completed on 7 November 2025. The deal includes a potential
path to control from 2028. As at 31 December 2025, the Group holds a 34%
equity interest in

UGC and does not have control over the entity according to "IFRS10".
Management considers that the Group does not currently have the unilateral
ability to direct UGC's relevant activities. However, the size of the
shareholding confers significant influence, as defined by IAS 28  Investments
in Associates and Joint Ventures, over UGC's financial and operating policy
decisions. Accordingly, UGC is classified as an associate and the investment
is accounted for using the equity method in accordance with IAS 28

 

5. DISCONTINUED OPERATIONS IN VIETNAM

The Group has initiated a disposal process relating to its 49% interest in
VSTV ('Vietnam Satellite Digital Television Company Limited'), a premium
Pay-TV Operator in Vietnam that markets its services under the "K+" brand and
offers a bundle of local and international channels. A framework agreement was
signed on 31 December 2025 providing for a full exit of the Group from VSTV
through the transfer of (i) the 49% equity stake to the investor and (ii) the
intercompany receivables arising from sub-licenses agreements with other
entities of the Group.

Accordingly, VSTV was classified as a disposal group held for sale in the
consolidated statement of financial position. In addition, the contribution of
VSTV to both the consolidated statement of earnings and the consolidated
statement of cash flows, for the year ended 31 December 2025, has been
reported as discontinued operations. These adjustments have been applied to
all periods presented to ensure consistency of information.

 

6. OTHER EVENTS

At the end of April 2025, the Group increased its 37.06% interest in MC Vision
(pay-TV operator in Mauritius) to 75%. Following this transaction
(€22million), MC Vision previously accounted for under the equity method is
fully consolidated since 1 May 2025. In accordance with IFRS3 'Business
combinations', shares previously held were revaluated at fair value through
statement of earnings as at the date of acquisition. The impact of this
revaluation amounted to €22 million and was recognised under the line
"Income (loss) from equity affiliates". The purchase price allocation is
ongoing as of 31 December 2025. The provisional goodwill which corresponds to
the difference between the consideration at fair value and the consolidated
net assets before purchase price allocation amounts to €46 million. The
final allocation of the purchase price will be finalised in the first half of
2026 at the latest. Since its acquisition, MC Vision has contributed €14
million and -€2 million, respectively, to the Group revenues and net income.

 

On 12 May 2025, Dailymotion completed the acquisition of 100% of Archery Inc.,
the developer behind Mojo, a leading AI-powered video creation and editing
application. Archery Inc. is fully consolidated. The purchase price allocation
is ongoing as of 31 December 2025. The provisional goodwill which corresponds
to the difference between the acquisition price (€34 million) and the
consolidated net assets before purchase price allocation amounts to €32
million. The final allocation of the purchase price will be finalised in the
first half of 2026 at the latest. Since its acquisition, Archery has
contributed €5 million and €1 million, respectively, to the Group revenues
and net income.

 

On 3 March 2025, the Group signed a new agreement with French Cinema
organisations (BLIC, BLOC and ARP). This agreement concerns CANAL+ and CINE+
OCS, allowing them to broadcast films as early as 6 months after their
theatrical release. It takes effect retroactively from 1 January 2025 for a
period of 3 years, i.e. until 31 December 2027, and is tacitly renewable. In
terms of investment, the Group's commitment amounts to a minimum of €480
million over the 3 years of the agreement: €150 million in 2025, €160
million in 2026 and €170 million in 2027.

 

 

Important Information

This announcement is for information purposes only and does not constitute,
nor is to be construed as, an offer to sell or the recommendation,
solicitation, inducement or offer to buy, subscribe for or sell shares in the
Company or any other securities.

No reliance may or should be placed by any person for any purpose whatsoever
on the information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement. The information in this announcement is
subject to change.

This announcement is not directed at, and must not be distributed, published
or transmitted to, any person in any jurisdiction where such distribution,
publication or transmission would be contrary to applicable law or regulation.
Persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of the relevant
jurisdiction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains certain statements that are or may be
forward-looking statements. Phrases such as "aim", "plan", "expect", "intend",
"anticipate", "believe", "estimate", "target", and similar expressions of a
future or forward-looking nature are intended to identify such forward-looking
statements. Forward-looking statements address our expected future business
and financial performance and financial condition, and by definition address
matters that are, to different degrees, uncertain. They are not historical
facts, nor are they guarantees of future performance; actual results may
differ materially from those expressed or implied by these forward-looking
statements. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward looking statements. These include, but are not limited to (i) the
general economic, business, political, regulatory and social conditions in the
key markets in which the Group operates, (ii) a significant event impacting
the Company's liquidity or ability to operate and deliver effectively in any
area of our business, (iii) significant change in regulation or legislation,
(iv) a significant change in demand for global content, and (v) a material
change in the Group strategy to respond to these and other factors. Certain of
these factors are discussed in more detail elsewhere in this announcement and
in reports and presentations published by the Company, as available on the
investor section of the website https://www.canalplusgroup.com.

Forward-looking statements speak only as of the date they are made and, except
as required by applicable law or regulation, CANAL+ undertakes no obligation
to update any forward-looking statements, whether written or oral, that may be
made from time to time, whether as a result of new information, future events
or otherwise.

 

 

 1  (#_ftnref1) Reported preliminary results include 3 months 11 days
contribution from MultiChoice and exclude Vietnam

 2  (#_ftnref2) Net of interco with Canal+

 3  (#_ftnref3) EBITDA as defined in the Facilities Agreement and calculated
as if MultiChoice has been part of the Group since the 1st of January. See
glossary for complete definition.

 1  (#_ftnref4) Covenant net debt and covenant EBITDA as defined in the
Facilities Agreement

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