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3

Compensation of Directors and Officers

Information about the Company |

Corporate Governance

| Reports

Mr. Hervé Philippe – member of the Management Board and Chief Financial Officer

Compensation elements

(fiscal year 2014)

Amounts or value

(before taxes and social

security contributions) Description

Fixed compensation (Prorata temporis)

€350,000

Gross fixed compensation approved by the Supervisory Board on August 28,

2014, upon the recommendation of the Corporate Governance, Nominations and

Remuneration Committee.

2013 variable compensation paid in 2014 na

2014 variable compensation paid in 2015 €437,500

At its meeting held on February 27, 2015, upon the recommendation of the Corporate

Governance, Nominations and Remuneration Committee, the Supervisory Board

approved the variable elements of the compensation of

Mr. Hervé Philippe in respect of 2014. They total 125% of his fixed compensation

(see Section 3.3.1.3).

Variable deferred compensation

na

Mr. Hervé Philippe does not receive variable deferred compensation.

Multi-year variable compensation

na

Mr. Hervé Philippe does not receive multi-year variable compensation.

Extraordinary compensation

na

Mr. Hervé Philippe has not received any extraordinary compensation since his

appointment as a member of the Management Board.

Stock options

na

The Company stopped awarding stock options in 2013.

Performance Shares

na

Mr. Hervé Philippe was not granted any performance shares in 2014.

Director’s attendance fees

na

As for all corporate Directors at group headquarters, Mr. Hervé Philippe receives no

attendance fees.

Benefits in kind

€3,788

Company car without driver.

Deferred compensation elements

owed or granted in 2014 that were

subject to prior approval of the

General Shareholders’ Meeting under

the procedure applying to regulated

agreements and commitments

Amount

Description

Severance payment

No payment

Hervé Philippe benefits from no severance pay commitment.

18 months (fixed salary + target bonus) payable under his employment contract.

Non-competition payment

No payment

Mr. Hervé Philippe does not receive payment of this kind.

Supplemental retirement plan

No payment

As for a number of the Vivendi group’s senior management, Mr. Hervé Philippe

is eligible for the defined-benefit supplemental retirement plan set up in

December 2005, approved by the Combined General Shareholders’ Meeting of

April 20, 2006.

Upper limit: 30% of reference salary (fixed + variable) with a maximum of 60 times

the social security upper limit.

Annuity growth rate in 2014, including a seniority-based increase within the group:

2.5%.

na: not applicable.

136

Annual Report 2014