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3

Management Board

Information about the Company |

Corporate Governance

| Reports

3.2. Management Board

3.2.1.

General Provisions

In accordance with Vivendi’s by-laws (Article 12), the Management Board

may be composed of a minimum of two members and a maximum of

seven members. Members of the Management Board are appointed by

the Supervisory Board to serve four-year terms. The terms of office of

members of the Management Board expire no later than upon completion

of the Shareholders’ Meeting held to approve the financial statements for

the fiscal year during which the member reaches the age of 68. However,

the Supervisory Board may prolong that member’s term, on one or more

occasions, for a period not exceeding two years in total (Article 12 of

Vivendi’s by-laws).

Pursuant to Vivendi’s by-laws (Article 14), each Management Board

member may choose to attend meetings by video-conferencing or

telephone conference call.

3.2.2.

Composition of the Management Board

At its meeting held on June 24, 2014, the Supervisory Board resolved to

appoint Mr. Arnaud de Puyfontaine, Mr. Hervé Philippe and Mr. Stéphane

Roussel for a term of four years, until June 23, 2018. The Supervisory

Board appointed Mr. Arnaud de Puyfontaine as Chairman of the

Management Board for the term of his mandate as member of the

Management Board.

Detailed information about individual members of the Management

Board is provided below in the Section titled “Main Activities of Current

Members of the Management Board”.

Until June 24, 2014, the Management Board was composed of three

members: Mr. Jean-François Dubos (Chairman), Mr. Jean-Yves Charlier

and Mr. Arnaud de Puyfontaine.

List of Management Board members

Name

Primary Position

Number of shares held directly or through the PEG

Arnaud de Puyfontaine

Chairman of the Management Board

2,500

Hervé Philippe

Member of the Management Board and Chief Financial Officer

2,500

Stéphane Roussel

Member of the Management Board and Senior Executive Vice

President, Development and Organization

*

64,290

*

Units held in the Group Savings Plan (PEG) are valued based on Vivendi’s share price at the close of business on December 31, 2014, i.e., €20,690.

Arnaud de Puyfontaine

,

Chairman of the Management Board

Hervé Philippe

,

Member of the Management Board

and Chief Financial Officer

Stéphane Roussel

,

Member of the Management Board

and Senior Executive Vice President,

Development and Organization

124

Annual Report 2014