Shareholders’ Committee Meeting of March 23, 2012

The meeting of the Shareholders’ Committee on March 23, 2012 covered Vivendi’s 2011 results and outlook, its sustainable development policy and the Create Joy solidarity program. Committee members had the opportunity to speak with Jean-Bernard Lévy, Chairman of Vivendi’s Management Board.

Discussion with Jean-Bernard Lévy, Chairman of Vivendi’s Management Board

Jean-Bernard Lévy discussed current events within the group with Committee members. More specifically, the discussions touched on SFR and how it will adapt to meet changing competition in the mobile market in France, on the heavy tax burden, on Vivendi’s dividend policy, on the proposed allocation of free shares at the next General Shareholders’ Meeting and on Qatar’s ownership of a stake in the group.

2011 results and group outlook

Solange Maulini, Press and Shareholder Relations Director, began by explaining the group’s 2011 results, including a detailed look at changes in the various subsidiaries (Activision Blizzard, UMG, SFR, Maroc Telecom, GVT and Canal+). Committee members questioned her about the taxes paid by Vivendi and the group’s communication regarding these taxes. They suggested combining this communication with strong images (for example, comparing the amounts paid to a hospital’s operating expenses). The Press and Shareholder Relations Director also reviewed Vivendi’s outlook for 2012-2013, which is somewhat dimmer due to a sluggish economy, increased taxes, and greater competition in France and Morocco. Committee members asked for further clarification regarding planned cost-cutting at corporate level and within each entity.

Solange Maulini next presented Vivendi’s efforts to create greater dialogue with individual shareholders (the Shareholders’ Committee, the Shareholders’ Club and its various activities).

Sustainable development issues

Pascale Thumerelle, Vice President for Sustainable Development, reviewed Vivendi’s three specific sustainable development issues (protecting and empowering youth, promoting cultural diversity and sharing knowledge), along with a timeline of their implementation and development.

The Vice President for Sustainable Development emphasized how important governance is for Vivendi and explained that the criteria for executives’ variable compensation included these specific sustainable development issues, and also outlined the risks and opportunities that these issues create for the group.

Committee members questioned Pascale Thumerelle more specifically on tools for protecting young people, particularly with regard to video games and television.

Create Joy, Vivendi’s solidarity program

Diane Emdin, Coordinator of Create Joy, explained the principles behind the solidarity program as they relate to the group’s businesses, listed its criteria for awarding funds and explained how projects are monitored.

The Committee members questioned the Coordinator of Create Joy on how these international initiatives could be replicated in France and wanted to more clearly understand how Vivendi was involved in this type of effort. They also asked her about the associations and projects in Brazil.

Diane Emdin explained that Create Joy would be targeting two specific audiences with its communications in 2012: in-company groups (with the launch of the Create Joy ambassador program) and individual shareholders (by hosting a Create Joy exhibit booth at the Vivendi General Shareholders’ Meeting on April 19, 2012; via Un Orchestre à l’Ecole’s participation during the shareholders’ meeting in Lille on April 5, 2012; and by offering discounted concert tickets to benefit the Jeunes Talents association in June).

The Committee members were informed at this meeting of the partial replacement of the Committee’s membership (by one-third per time).