Indicators handbook

Verification of extra-financial data

Independent Statutory Auditors’ Report designated as an Independent Third Party on Consolidated Societal, Social

and Environmental Information Presented in the Management Report

7.2. Independent Statutory Auditors’ Report designated as an Independent

Third Party on Consolidated Societal, Social and Environmental

Information Presented in the Management Report

In our capacity as auditors of the Vivendi corporation and designated

as the independent third party agency accredited by COFRAC

(1)

under

number 3-1065, we present our report on the consolidated societal,

social and environmental information for the year ended December 31,

2015, presented in Chapter 2 of the management report (hereinafter

“CSR information”), pursuant to the provisions of Article L.225-102-1

of the French Commercial Code.

Responsibility of the Company

It is the responsibility of the Management Board to prepare a

management report including the CSR Information referred to in Article

R.225-105-1 of the French Commercial Code, in accordance with the

reference standard used by the company, consisting of the “Reporting

Protocol for societal, social and environmental data of the Vivendi group

companies – 2015”, in its version dated September 14, 2015 (hereafter

“the Criteria”), a summary of which is included in Chapter 2, Section 4.1

of the management report which is available on request.

Independence and Quality Control

Our independence is defined by regulatory requirements, the Code of

Ethics of our profession, and the provisions of Article L.822-11 of the

French Commercial Code. In addition, we have implemented a quality

control system that includes documented policies and procedures

intended to ensure compliance with ethical standards, professional

standards

(2)

and applicable laws and regulations.

Responsibility of the Independent Statutory Auditor

It is our role, based on our work:

◆

to attest whether the required CSR Information is present in the

management report or, if it is omitted, that an explanation has been

provided in accordance with the third paragraph of R.225-105 of the French

Commercial Code (Attestation of presence of CSR Information); and

◆

to express a conclusion of limited assurance that, overall, the CSR

Information is fairly presented in all material aspects, in accordance

with the Criteria (limited assurance on CSR information).

Our verification work was undertaken by a team of five persons between

October 2015 and February 2016, over an estimated cumulative duration of

12 weeks. To assist us in carrying out our task we involved CSR experts.

We conducted the work described below in accordance with the

professional standards applicable in France and the Order of May 13,

2013 which sets the conditions under which an independent third-party

verifier performs its task and, in relation to the opinion on fairness,

in accordance with international standard ISAE 3000

(3)

ATTESTATION OF PRESENCE

OF CSR INFORMATION

Based on interviews with the management of relevant departments,

we were able to gain an understanding of the company’s strategy on

sustainable development based on the social and environmental

consequences linked to the activities of the company and its societal

commitments, and also, where appropriate, the resulting actions or

programs undertaken.

We have compared the CSR information presented in the management

report with the list provided in Article R.225-105-1 of the French

Commercial Code.

In cases where certain consolidated information was absent, we have verified

that the explanations were provided in accordance with the provisions in

Article R.225-105, paragraph 3, of the French Commercial Code.

We verified that the CSR information covered the consolidated scope,

namely the company and its subsidiaries, within the meaning of Article

L.233-1 of the French Commercial Code, and the entities which it

controls, within the meaning of Article L.233-3 of the French Commercial

Code, with the limits specified in the note on methodology in Chapter 2

Section 4.1 of the management report.

Based on this work, and in consideration of the limits mentioned

above, we confirm that the required CSR information is present in the

management report.

REASONED OPINION ON THE FAIRNESS

OF CSR INFORMATION

Nature and Scope of the Work

We undertook six interviews at the consolidated entity level, in the CSR

and Human Resources departments, with the persons responsible for

preparation of the CSR information, those in charge of the data collection

process and, where applicable, with the persons responsible for internal

control processes and risk management, in order to:

◆

assess the suitability of the Criteria for reporting, in respect of its

relevance, completeness, reliability, neutrality, and comprehensiveness,

taking industry standards into consideration where relevant; and

◆

verify implementation of the process of collection, compilation,

processing and control to ensure completeness and consistency of

the CSR information and to obtain an understanding of the procedures

for internal control and risk management related to the preparation of

the CSR information.

(1)

Accreditation scope available on

www.cofrac.fr

(2)

In particular the business practices standard applied to services related to social and environmental information that is part of the work directly related to the Auditor’s engagement: NEP 9090.

(3)

ISAE 3000 – Assurance Engagements Other Than Audits or Reviews of Historical Financial Information.

This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English speaking

users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the shareholders,

EXTRA-FINANCIAL INDICATORS HANDBOOK

2015