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3

Compensation of Directors and Officers

Information about the Company |

Corporate Governance

| Reports

Mr. Jean-François Dubos – Chairman of the Management Board (until June 24, 2014)

Compensation elements

(fiscal year 2014)

Amounts or value

(before taxes and social

security contributions) Description

Fixed compensation (full year)

€450,000

Gross fixed compensation approved by the Supervisory Board on December 11, 2013,

upon the recommendation of the Human Resources Committee.

2013 variable compensation paid in 2014 €1,024,000

At its meeting held on February 21, 2014, upon the recommendation of the Human

Resources Committee, the Supervisory Board approved the variable elements of the

compensation of the Chairman of the Management Board. They total 146.3% of his

fixed compensation (see Section 3.3.1.4).

2014 variable compensation paid in 2014 €540,000

At its meeting held on August 28, 2014, upon the recommendation of the Corporate

Governance, Nominations and Remuneration Committee, the Supervisory Board

approved the variable elements of the compensation of Mr. Jean-François Dubos in

respect of 2014. They total his target bonus (prorata temporis) (see Section 3.3.1.4).

Variable deferred compensation

na

Mr. Jean-François Dubos did not receive variable deferred compensation.

Multi-year variable compensation

na

Mr. Jean-François Dubos did not receive multi-year variable compensation.

Extraordinary compensation

na

Mr. Jean-François Dubos did not receive extraordinary compensation.

Stock options

na

The Company stopped awarding stock options in 2013.

Performance Shares

na

Mr. Jean-François Dubos was not granted any performance shares in 2014.

Director’s attendance fees

na

As for all corporate Directors at group headquarters, Mr. Jean-François Dubos

received no attendance fees.

Benefits in kind

€4,951

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

Mr. Jean-François Dubos received no severance payment in respect of his corporate

office or his employment contract.

Non-competition payment

No payment

Mr. Jean-François Dubos did not receive payment of this kind.

Supplemental retirement plan

Amount of annual

annuity: €411,611

Mr. Jean-François Dubos, after 23 years of service within the Vivendi group,

exercised his right to pension benefits as of June 30, 2014.

This pension is paid by the organization mandated by Vivendi SA to manage the

supplemental retirement plan, out of funds from a portfolio of hedging assets

managed by that organization under this regime.

It represents 20.79% of his last target compensation and 30% of his reference

salary. It takes into account his seniority of 23 years within Vivendi SA.

na: not applicable.

138

Annual Report 2014