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4

Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |

Consolidated

Financial Statements

| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements

Note 20. Share-based compensation plans

20.2.1.

Equity-settled instruments

Transactions on outstanding instruments, which have occurred since January 1, 2013

Stock options

Performance shares

Number of

outstanding stock

options

(in thousands)

Weighted average strike

price of outstanding stock

options

(in euros)

Number of

outstanding

performance shares

(in thousands)

Balance as of December 31, 2012

53,406

20.5

3,884

Granted

-

na

2,782

Exercised

(a)

(3,362)

13.3

(1,409)

Forfeited

(354)

12.9

na

Cancelled

(194)

15.9

(199)

Adjusted

(b)

3,339

19.4

286

Balance as of December 31, 2013

52,835

19.7

5,344

Granted

-

na

380

Exercised

(a)

(11,264)

17.5

(1,600)

Forfeited

(717)

17.5

na

Cancelled

(c)

(571)

13.7

(440)

Adjusted

(b)

2,439

19.1

183

Balance as of December 31, 2014

(d) 42,722

19.3

(e) 3,867

Exercisable as of December 31, 2014

40,268

19.8

-

Acquired as of December 31, 2014

40,413

19.8

845

na: not applicable.

(a)

As of the dates of exercise of the stock options, the weighted average share price for Vivendi shares was €19.68 (compared to €16.21 for stock

options exercised in 2013).

(b)

In accordance with legal requirements, the number and strike price of stock options, as well as the number of performance shares were adjusted to

take into account the impact for the beneficiaries of the following distributions (please refer to Note 17):

–– on May 17, 2013: a dividend distribution of €1 per share from reserves with respect to fiscal year 2012; and

–– on June 30, 2014: an ordinary distribution of €1 per share from additional paid-in capital.

These adjustments have no impact on share-based compensation expenses related to the relevant stock option and performance share plans.

(c)

At its meeting on February 21, 2014, after review by the Human Resources Committee, the Supervisory Board approved the level of satisfaction of

objectives for the cumulative fiscal years 2012 and 2013 for the performance share plans and the last stock option plan granted in 2012. It confirmed

that not all the criteria that had been set were satisfied for fiscal year 2013. The final grant of the 2012 performance share and stock option plans

represents 88% of the original grant. Consequently, among the instruments cancelled in 2014 were 335,784 stock options and 239,207 performance

shares granted in 2012.

(d)

The total intrinsic value of outstanding stock options was €98 million.

(e)

The weighted-average remaining period before delivering performance shares was 0.8 year.

Please refer to Note 17 for the potential impact on the share capital of Vivendi SA of the outstanding stock options, the performance shares and bonus

shares.

260

Annual Report 2014