Annual report 2014

Directors, Senior Management and Supervisory Bodies

Information about the Company |

Corporate Governance

| Reports

share repurchase programs proposed to the Ordinary Shareholders’

Meeting, and financings that are material or that may substantially

alter the financial structure of the Company, with the exception of

financing to optimize the Company’s debt structure within previously

approved thresholds;

acquisitions, in any form, over €300 million;

granting of sureties, endorsements and guarantees by the

Management Board in favor of third parties, provided that each

individual obligation does not exceed €100 million and that together

all obligations do not exceed €1 billion. This authorization, which

is given to the Management Board for 12 months, is reviewed

every year;

substantial internal restructuring transactions together with

transactions falling outside the Company’s publicly disclosed strategy

and strategic partnership agreements;

setting up stock option plans or performance share plans or any other

mechanisms with a similar purpose or effect;

granting stock options or performance shares to members of the

Management Board; and determining the number of shares they must

own during their terms of office; and

submitting proposals to the General Shareholders’ Meeting to amend

the Company’s by-laws, allocate profits and set the dividend.

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3.1.1.10. Information Provided to the Supervisory Board

Members of the Supervisory Board receive all information necessary

to perform their duties. Before any meeting, they may request any

documents which they consider useful. Members of the Supervisory

Board have the right to obtain information under the procedures set forth

below.

Information Provided Prior to Meetings

of the Supervisory Board

The Chairman of the Supervisory Board, with the assistance of the

General Counsel, must send the appropriate information to the other

members of the Supervisory Board, depending on the matters on the

agenda.

Information Provided to the Supervisory Board

on a Regular Basis

Members of the Supervisory Board are kept informed on a regular basis

by either the Management Board or its Chairman of the Company’s

financial position, cash flow and obligations, as well as any major events

and transactions relating to the Company.

The Management Board must provide a quarterly report to the

Supervisory Board on its activities and the group’s operations.

In addition, on a monthly basis, the Management Board must provide

information to the Supervisory Board on the Company’s operations and

highlights.

Requests for information from members of the Supervisory Board relating

to specific matters are sent to the Chairman and General Counsel who,

along with the Chairman of the Management Board, are responsible

for responding to such requests as soon as reasonably practicable.

To supplement the information provided to them, members of the

Supervisory Board are entitled to meet with each other and the senior

managers of the Company, with or without the presence of members of

the Management Board, after notice has been given to the Chairman of

the Supervisory Board.

Collective Nature of the Supervisory Board’s Decisions

and Confidentiality of Information

The Supervisory Board acts as a body with collective responsibility.

Its decisions are the responsibility of all its members. Members of the

Supervisory Board and any person attending meetings of the Supervisory

Board are bound by strict confidentiality obligations with respect to any

company information they receive in the context of meetings of the

Supervisory Board and any of its committees, or confidential information

presented by the Chairman of the Supervisory Board or Management

Board and identified as such.

If the Supervisory Board is aware of specific confidential information

that, if made public, could have a material impact on the share price of

the Company or the companies under its control, as such term is defined

under Article L.233-3 of the French Commercial Code, members of the

Supervisory Board must refrain from both disclosing such information

to any third party and dealing in the Company’s securities until such

information has been made public.

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3.1.1.11. Activities of the Supervisory Board in 2014

In 2014, the Supervisory Board met ten times. The average rate of

attendance at meetings was 92.4%.

Its work included the following:

review of the consolidated and statutory financial statements for

fiscal year 2013, the 2014 budget, information contained in the semi-

annual 2014 Consolidated Financial Statements prepared by the

Management Board, and the 2015 preliminary budget;

review of the resolutions prepared by the Management Board and

submitted to the General Shareholders’ Meeting of June 24, 2014;

review of the quarterly reports prepared by the Management Board;

assessment of the quality and structure of the group’s balance sheet;

the opportunity to continue the Euro Medium Term Notes (EMTN)

program;

operational progress of the group’s main business activities;

the group’s internal and external growth prospects, principal strategic

initiatives and opportunities;

regular review of acquisition and disposal projects;

finalization of the sale of the group’s interest in Maroc Telecom;

sale of the first block of the g roup’s residual interest in Activision

Blizzard;

the potential initial public offering of SFR;

review of offers to purchase SFR and its sale to Numericable Group;

review of offers to purchase GVT and its sale to Telefonica;

monitoring of current investigations and legal proceedings, in

particular the securities class action and Liberty Media dispute in the

United States, legal proceedings brought by minority shareholders

against Activision Blizzard, its Board of Directors and Vivendi, and

litigation by shareholders in France;

the composition of the Supervisory Board and its committees;

review of succession plans;

evaluation of the performance of the Supervisory Board and its

committees;

compensation of the Chairman of the Supervisory Board;

setting the compensation of the Chairman of the Management Board;

the composition of the Management Board and compensation of its

members;

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Annual Report 2014