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3

Performance Shares

Information about the Company |

Corporate Governance

| Reports

3.4.3.

Performance Shares that Became Available in Fiscal year 2014 (AMF Recommendations, Table 7)

Performance Shares that Became Available

for each Management Board Member

Plan Number and Date

Number of Shares that

Became Available During

the Year

Conditions of Acquisition

Jean-François Dubos

2010/04

(2)

04/15/2010

14,336

Yes

3.4.4.

Assessment of Performance Criteria for Fiscal Years 2013 and 2014 for Definitive Grant in 2015

of the 2013 Performance Share Plans

At its meeting held on February 27, 2015, the Supervisory Board, after

review by the Corporate Governance, Nominations and Remuneration

Committee, approved the level of satisfaction of objectives for the

cumulative fiscal years 2013 and 2014 for the performance share plans. It

confirmed that not all of the criteria that had been set were satisfied for

fiscal year 2014. The definitive grant of the 2013 performance share plans

represents 76% of the original grant to Vivendi SA Corporate Officers

and beneficiaries. This rate varies between 62% and 80% for Corporate

Officers and beneficiaries from the main subsidiaries. Consequently,

828,127 rights to performance shares granted in 2013 were canceled.

The level of satisfaction of objectives for the cumulative fiscal years 2013

and 2014 is presented in the table below.

Cumulative objectives for fiscal years 2013 and 2014

Weight

Criteria

Objective (100%)

Achieved

Success rate

70% Group objectives

Group EBITA margin

(1)

12%

94%

66

30%

Average stock market performance

for the 2013 and 2014 indices

(2)

Vivendi share performance

10

10.5% Performance Stoxx Europe Telecom index (2013)

38.9%

0%

0

19.5%

(3)

Performance of the STOXX

®

Europe Media

index (2013 and 2014)

51.0%

53.6%

10

Total

76

(1)

Adjusted for the impact of the classification of the assets sold or held for sale at December 31, 2014, in accordance with IFRS 5.

(2)

Dividends reinvested.

(3)

Represents a Telecom Index weighting of 21% and Media Index weighting of 9% in 2013, and a Media Index weighting of 30% in 2014.

3.4.5.

Conditions for Acquiring Performance Shares

Following the assessment of satisfaction of the performance criteria

attached to the plans, performance shares vest at the end of a two-year

period (three years for the grants to be approved in 2015), subject to

a condition of presence (vesting period), and the shares must be held

by the beneficiaries for an additional two-year period (retention period).

Shares granted to US, Brazilian and British residents vest four years after

the date of grant of the rights (five years for the grants to be approved

in 2015).

In 2014, 2,326,869 shares were granted to beneficiaries following

the vesting period (2010 plan for US and Brazil resident beneficiaries

and 2012 plans). In 2014, 200,565 rights were canceled following the

departure of certain beneficiaries.

141

Annual Report 2014