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3

Information about the Company | Corporate Governance |

Reports

Section 5

Statutory Auditors’ report, prepared in accordance with Article

L.225-235 of the French Commercial Code, on the Report prepared

by the Chairman of the Supervisory Board of Vivendi SA

This is a free translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should

be read in conjunction with and is construed in accordance with French law and professional standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Vivendi SA and in accordance

with Article L.225-235 of the French Commercial Code (

Code de

commerce

), we hereby report to you on the report prepared by the

Chairman of the Supervisory Board of the Company in accordance with

Article L.225-68 of the French Commercial Code (

Code de commerce

) for

the year ended 31 December 2014.

It is the Chairman’s responsibility to prepare and submit to the Supervisory

Board’s approval a report on internal control and risk management

procedures implemented by the Company and to provide the other

information required by Article L.225-68 of the French Commercial Code

(

Code de commerce

) relating to matters such as corporate governance.

Our role is to:

p

p

report on any matters as to the information contained in the

Chairman’s report in respect of the internal control and risk

management procedures relating to the preparation and processing

of the accounting and financial information, and

p

p

to confirm that the report also includes the other information

required by Article L.225-68 of the French Commercial Code (

Code de

commerce

) It should be noted that our role is not to verify the fairness

of this other information.

We conducted our work in accordance with professional standards

applicable in France.

Information on the internal control and risk management procedures relating to the preparation and processing

of accounting and financial information

The professional standards require that we perform the necessary

procedures to assess the fairness of the information provided in the

Chairman’s report in respect of the internal control and risk management

procedures relating to the preparation and processing of the accounting

and financial information. These procedures consist mainly of:

p

p

obtaining an understanding of the internal control and risk

management procedures relating to the preparation and processing

of the accounting and financial information on which the information

presented in the Chairman’s report is based and of the existing

documentation;

p

p

obtaining an understanding of the work involved in the preparation

of this information and of the existing documentation;

p

p

determining if any significant weaknesses in the internal control

procedures relating to the preparation and processing of the

accounting and financial information that we would have noted in the

course of our work are properly disclosed in the Chairman’s report.

On the basis of our work, we have no matters to report on the information

relating to the Company’s internal control and risk management

procedures relating to the preparation and processing of the accounting

and financial information contained in the report prepared by the

Chairman of the Supervisory Board in accordance with Article L.225-68

of the French Commercial Code (

Code de commerce

).

Other information

We confirm that the report prepared by the Chairman of the Supervisory

Board also contains the other information required by Article L.225-68

of the French Commercial Code (

Code de commerce

).

Paris-La Défense, February 27, 2015

The Statutory Auditors

French original signed by

KPMG Audit

Département de KPMG S.A.

Baudouin Griton

Associé

ERNST & YOUNG et Autres

Jean-Yves Jégourel

Associé

156

Annual Report 2014