Annual report 2014

Statutory Auditors’ Report on Related Party Agreements and Commitments

Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated

Financial Statements | Statutory Auditors’ Report on the Financial Statements |

Statutory Financial Statements

If the bonus paid during the reference period (the twelve-month period

preceding notification of departure) was higher than the target bonus, the

calculation of compensation will only take into account the amount of

the target bonus. If the bonus paid was lower than the target bonus, the

amount of compensation will in any event be capped at two years’ of net

take-home pay, and may not result in the payment of more than eighteen

months of target income.

This compensation would not be payable if the Group’s financial results

(adjusted net income and cash flow from operations) were less than

80% of the budget over the two years prior to departure and if Vivendi’s

stock performance was less than 80% of the average performance of a

composite index (CAC 40 (50%) and Euro STOXX

Media (50%)) over the

last twenty-four months.

The Supervisory Board also decided that in the event of Mr. de

Puyfontaine’s departure under the conditions set forth above (entitling

him to compensation), all rights to performance shares not yet acquired

by him on the date of his departure would be maintained, subject to the

satisfaction of the related performance conditions.

This severance payment would not be payable in the event of resignation

or retirement.

Agreements and commitments already approved by the Annual Shareholders’ Meeting

■

Agreements and commitments approved in prior years

In accordance with article R.225-57 of the French commercial Code (

Code

de commerce

), we have been advised that the implementation of the

following agreements and commitments which were approved by the

annual shareholders’ meeting in prior years continued during the year.

Agreement on the additional retirement benefits

Members of the Management concerned: Jean-François Dubos

(Chairman of the Management Board until June 24, 2014),

Jean-Yves Charlier (Member of the Management Board

until June 24, 2014), Arnaud de Puyfontaine (Chairman

of the Management Board since June 24, 2014) Hervé Philippe

(Member of the Management Board since June 24, 2014)

and Stéphane Roussel (Member of the Management Board

since June 24, 2014)

Your Supervisory Board authorized the implementation of an additional

pension plan for senior executives, including the actual members of the

Management Board holding an employment contract with your company,

governed by French law.

The main terms and conditions of the additional pension plan are as

follows: a minimum of three years in office, progressive acquisition of

rights according to seniority (over a period of twenty years); a reference

salary for the calculation of the pension equal to the average of the last

three years; dual upper limit; reference salary capped at 60 times the

social security limit, acquisition of rights limited to 30% of the reference

salary; application of the Fillon Act: rights maintained in the event of

retirement at the initiative of the employer after the age of 55; and

payment of 60% in the event of the beneficiary’s death. The benefits are

lost in the event of a departure from the company, for any reason, before

the age of 55.

Mr. Jean-François Dubos exercised his rights to retirement on June 30,

2014. The annual retirement pension related to the supplemental pension

plan amounts to 411,611 euros. This amount represents 20.79% of Jean-

François Dubos last target compensation and 30% of its reference salary.

This amount, paid by the life insurance company appointed by Vivendi SA

for the management of the supplemental pension plan, is deducted from

associated plan assets managed by the life insurance company.

Mr. Jean-Yves Charlier lost the benefit of the additional pension plan.

Mr. Arnaud de Puyfontaine, Chairman of the Management Board,

who waived his employment contract, is eligible to the additional

pension plan.

The provision recorded in the 2014 financial statements for the additional

retirement benefits of the members of the Management Board in office as

at December 31, 2014, amounts to 1,876 thousand euros.

■

Agreements and commitments approved

over the past year

In addition, we have been advised of the implementation of the following

agreements and commitments which were already approved by the

annual shareholders’ meeting on June 24, 2014, based upon Statutory

Auditors’ Report on related party Agreements and Commitments dated

April 11, 2014.

Assistance agreement between Vivendi SA and SFR

Members of the Management concerned: Jean-René Fourtou

(Chairman of the Supervisory Board until June 24, 2014),

Jean-François Dubos (Chairman of the Management Board

until June 24, 2014), Jean-Yves Charlier (Member of the

Management Board until June 24, 2014), Hervé Philippe, and

Pierre Rodocanachi

At its meeting of February 21, 2014, your Supervisory Board authorized,

subsequently to its implementation, an amendment to the assistance

agreement dated from 2003 between Vivendi SA and SFR.

This amendment, effective from January 1, 2013, consisted of changing

the amount charged based on 0.1% of the consolidated revenue of SFR

(excluding Maroc Telecom and revenue derived from equipment sales)

against 0.2% formerly, to determine the amount of services provided by

Vivendi.

This agreement terminated on November 27, 2014, at the date of the

disposal of SFR to Numericable Group.

The revenue recorded in the financial statements at 31 December 2014 by

your company for such services amounted to €8.4 million.

Paris-La Défense, March 12, 2015

The Statutory Auditors

French original signed by

KPMG Audit

KPMG SA Departmen

ERNST & YOUNG et Autres

Baudouin Griton

Partner

Jean-Yves Jégourel

Partner

335

Annual Report 2014