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3

Compensation of Directors and Officers

Information about the Company |

Corporate Governance

| Reports

Mr. Jean-Yves Charlier resigned from his position as a member of the

Management Board, with effect from June 24, 2014.

His fixed compensation for 2014 amounted to €475,000 (pro rata).

At its meeting held on August 28, 2014, the Supervisory Board, upon

the recommendation of the Corporate Governance, Nominations and

Remuneration Committee, approved payment of Mr. Jean-Yves Charlier’s

variable portion for 2014, at the target level on a pro rata basis, which

was €570,000.

As the result of his resignation, Mr. Jean-Yves Charlier lost the benefit of

the supplemental retirement plan in effect at Vivendi SA.

3.3.1.5.

Summary of Gross Compensation Paid and the Value of Options and Performance Shares Granted to Each Member

of the Management Board in Fiscal year 2014 (AMF Recommendations, Table 1)

(in euros)

2013

2014

Arnaud de Puyfontaine

(1)

Chairman of the Management Board

Gross compensation paid (before taxes and social security contributions)

-

950,973

Book valuation of the options granted

-

na

Book valuation of the performance shares granted

-

1,713,000

Total

2,663,973

Hervé Philippe

(2)

Member of the Management Board and Chief Financial Officer

Gross compensation paid (before taxes and social security contributions)

-

353,788

Book valuation of the options granted

-

na

Book valuation of the performance shares granted

-

na

Total

353,788

Stéphane Roussel

(2)

Member of the Management Board and Senior Executive Vice President, Development and Organization

Gross compensation paid (before taxes and social security contributions)

-

373,554

Book valuation of the options granted

-

na

Book valuation of the performance shares granted

-

na

Total

373,554

Jean-François Dubos

(3)

Gross compensation paid (before taxes and social security contributions)

1,218,783

2,018,951

Book valuation of the options granted

na

na

Book valuation of the performance shares granted

(a)

2,257,367

na

Total

3,476,150

2,018,951

Jean-Yves Charlier

(4)

Gross compensation paid (before taxes and social security contributions)

-

1,066,316

Book valuation of the options granted

-

na

Book valuation of the performance shares granted

-

na

Total

1,066,316

na: not applicable – no grant of stock options in 2013.

(1)

Member of the Management Board since January 1, 2014 and Chairman of the Management Board since June 24, 2014.

(2)

Member of the Management Board since June 24, 2014 – data prorated.

(3)

Chairman of the Management Board until June 24, 2014 – data prorated.

(4)

Member of the Management Board until June 24, 2014 – data prorated.

(a)

The book value is calculated based on the adjusted number of options and performance shares. The applied value of the unit right is shown in the

financial statements pursuant to IFRS standards (Note 22 to the Consolidated Financial Statements in Chapter 4 describes the valuation of securities

settled through the issuance of shares). It is €11.79 for the performance shares granted in February 2013, €14.33 for the performance shares granted

in December 2013, and €17.13 for the performance shares granted in February 2014.

132

Annual Report 2014