Annual report 2014

Group Profile | Businesses |

Litigation

| Risk Factors

On May 28, 2013, Telefonica appealed the Court’s decision to the 5

Chamber of Private Law of the Court of Justice of the State of São Paulo.

On September 18, 2014, within the framework of agreements entered into

between Vivendi and Telefonica concerning the sale of GVT, the parties

agreed to end this dispute without payment to either side. Pending the

conclusion of this settlement transaction (which is to be signed on the

day of the closing of the sale of GVT), the case has been suspended.

Dynamo against Vivendi

On August 24, 2011, the Dynamo investment funds filed a complaint

for damages against Vivendi before the Bovespa Arbitration Chamber

(São Paulo stock exchange). According to Dynamo, a former shareholder

of GVT that sold the vast majority of its stake in the company before

November 13, 2009 (the date on which Vivendi took control of GVT),

the provision in GVT’s bylaws providing for an increase in the per share

purchase price when the 15% threshold is crossed (the “poison pill

provision”) should allegedly have applied to the acquisition by Vivendi.

Vivendi, noting that this poison pill provision was waived by a GVT

General Shareholders’ Meeting in the event of an acquisition by Vivendi

or Telefonica, denies all of Dynamo’s allegations. The arbitral tribunal

has been constituted and a hearing before the Bovespa Arbitration

Chamber should be scheduled shortly. In parallel, on February 6, 2013,

Dynamo filed an application with the 21

Federal Court of the capital of

the State of Rio de Janeiro to compel CVM and Bovespa to provide the

arbitral tribunal with confidential information relating to the acquisition

of GVT by Vivendi. This was rejected on November 7, 2013 as the Court

found that only the arbitral tribunal could make such an application.

On December 17, 2014, the Rio de Janeiro Court of Appeal overturned

the lower court’s decision and authorized the provision of the above-

mentioned information solely to the arbitral tribunal, denying Dynamo

access to the information.

Hedging-Griffo against Vivendi

On September 4, 2012, the Hedging-Griffo funds filed a complaint against

Vivendi before the Arbitration Chamber of the Bovespa (São Paulo Stock

Exchange) seeking to obtain damages for losses they allegedly incurred

due to the conditions under which Vivendi completed the acquisition of

GVT in 2009. On December 16, 2013, the arbitral tribunal was constituted

and the plaintiffs submitted their initial briefs. The Hedging-Griffo

funds demanded compensation for the difference between the price at

which they sold their GVT shares on the market and 125% of the price

paid by Vivendi in connection with the tender offer for the GVT shares,

pursuant to the “poison pill” provision in GVT’s bylaws. Vivendi believes

that the decision taken by the Hedging-Griffo funds to sell their GVT

shares before the end of the stock market battle that opposed Vivendi

against Telefonica was their own decision made in the context of their

management of these funds and can in no way be attributable to Vivendi.

It also denies any application of the bylaw provision mentioned above, as

it was waived by a GVT General Shareholders’ Meeting in the event of an

acquisition by Vivendi or Telefonica.

Litigation involving Vivendi subsidiaries

Parabole Réunion

In July 2007, the group Parabole Réunion filed a legal action before the

Paris Tribunal of First Instance following the termination of its rights

to exclusively distribute the TPS channels in Reunion Island, Mayotte,

Madagascar and Mauritius. Pursuant to a decision dated September 18,

2007, Canal+ Group was prohibited, under threat of a fine, from allowing

the broadcast by third parties of these channels or replacement channels

that have substituted these channels. Canal+ Group appealed this

decision. In a ruling dated June 19, 2008, the Paris Court of Appeal

partially reversed the judgment and stated that these replacement

channels were not to be granted exclusively if the channels were made

available to third parties prior to the merger with TPS. Parabole Réunion

was unsuccessful in its claims concerning the content of the channels

in question. On September 19, 2008, Parabole Réunion appealed to the

French Supreme Court. On November 10, 2009, the French Supreme

Court dismissed the appeal brought by Parabole Réunion. In the context

of this dispute, various jurisdictions have taken the opportunity to apply

the fact that in the event of the loss of the TPS Foot channel, Canal+

Group must make available to Parabole Réunion a channel of similar

attractiveness. Noncompliance with this order would result in a penalty.

On September 24, 2012, Parabole Réunion filed a claim against Canal+

France, Canal+ Group and Canal+ Distribution before the enforcement

magistrate of the Court of First Instance of Nanterre (

Tribunal de grande

instance de Nanterre

) seeking enforcement of this fine (a request for

such enforcement having been previously rejected by the enforcement

magistrate of Nanterre, the Paris Court of Appeal and the French

Supreme Court). On November 6, 2012, Parabole Réunion expanded its

claim to cover the TPS Star, Cinecinema Classic, Cult and Star channels.

On April 9, 2013, the enforcement magistrate dismissed in part Parabole

Réunion’s claim and declared the rest inadmissible. He took care to recall

that Canal+ Group had no legal obligation with respect to the content or

the maintaining of programming on channels made available to Parabole

Réunion. Parabole Réunion filed an appeal against this judgment. On

May 22, 2014, the Versailles Court of Appeal declared the appeal filed

by Parabole Réunion inadmissible. Parabole Réunion filed an appeal on

points of law and filed a second appeal against the April 9, 2013 decision.

In parallel, on August 11, 2009, Parabole Réunion filed a complaint

against Canal+ Group before the Paris Tribunal of First Instance,

requesting that the Tribunal order Canal+ Group to make available a

channel with a level of attractiveness similar to that of TPS Foot in 2006

and to pay damages.

On April 26, 2012, Parabole Réunion filed a complaint against Canal+

France, Canal+ Group and Canal+ Distribution before the Paris Tribunal

of First Instance asking the Tribunal to acknowledge the failure of the

companies of the group to fulfill their contractual obligations to Parabole

Réunion and their commitments to the Ministry of Economy. These two

actions have been consolidated into a single action.

On April 29, 2014, the Paris Tribunal of First Instance recognized the

contractual liability of Canal+ Group due to the degradation of the quality

of channels made available to Parabole Réunion. The Tribunal ordered an

expert report on the damages suffered by Parabole Réunion, rejecting the

assessment produced by the latter. On November 14, 2014, Canal+ Group

appealed against the decision of the Paris Tribunal of First Instance.

beIN Sports against

the National Rugby League and Canal+ Group

On March 11, 2014, beIN Sports lodged a complaint with the French

Competition authority against Canal+ Group and the National Rugby

League, challenging the award to Canal+ Group of exclusive broadcasting

rights to the “TOP 14” for the 2014-2015 to 2018-2019 seasons. On

July 30, 2014, the French Competition Authority imposed interim

Annual Report 2014