Annual report 2014

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

Consolidated

Financial Statements

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

Note 25. Contractual obligations and other commitments

(j)

Vivendi received guarantees in respect of the repayment of amounts paid in July 2007 (€71 million), in the event of a favourable decision of the

Spanish Courts concerning Xfera’s tax litigation seeking to cancel the 2001, 2002 and 2003 radio spectrum fees. These guarantees include a first

demand bank guarantee relating to 2001 fees for an amount of €57 million.

Under existing shareholders’ or investors’ agreements (primarily those

relating to nc+), Vivendi holds certain rights (such as pre-emptive

rights and priority rights) that give it control over the capital structure

of consolidated companies that are partially owned by minority

shareholders. Conversely, Vivendi has granted similar rights to these

other shareholders in the event that it sells its interests to third parties.

In addition, pursuant to other Shareholders’ agreements or the bylaws

of consolidated entities, equity affiliates or unconsolidated interests,

Vivendi and its subsidiaries have given or received certain rights (pre-

emptive and other rights) entitling them to maintain their rights as

shareholder.

20% interest in Numericable-SFR

The main terms of the Shareholders’ agreement between Altice and

Vivendi resulting from Vivendi’s interest in Numericable-SFR are

described in Note 3.1.

Strategic partnership among Canal+ Group, ITI, and TVN

The key liquidity rights provided under the strategic partnership formed in

November 2012 in relation to television services in Poland are as follows:

at the level of N-Vision:

–– Canal+ Group has a call option to acquire ITI’s remaining N-Vision

shares, exercisable at any time during the two three-month

periods beginning February 29, 2016 and February 28, 2017, at the

then-prevailing market value,

–– conversely, in the event that Canal+ Group does not exercise its

call option on ITI’s interest in N-Vision, ITI has a call option to

acquire Canal+ Group’s interest in N-Vision, exercisable at any

time during the two three-month periods beginning May 30,

2016 and May 29, 2017, and between November 1, 2017 and

December 31, 2017 and between May 1, 2018 and June 30, 2018,

at the then-prevailing market value, and

–– Canal+ Group and ITI each has the liquidity right, following the

above call option periods, to sell its entire interest in N-Vision;

at the level of nc+:

–– Canal+ Group has a call option to acquire TVN’s 32% interest in

nc+ at market value, which is exercisable during the two three-

month periods beginning November 30, 2015 and November 30,

2016,

–– if Canal+ Group exercises its call option, Canal+ Group will be

required to acquire ITI’s remaining interest in N-Vision; and

–– in the event that Canal+ Group does not exercise its call option,

TVN has liquidity rights in the form of an Initial Public Offering of

its interest in nc+.

In addition, in compliance with Article L. 225-100-3 of the French

Commercial Code, it is stated that some rights and obligations of Vivendi

resulting from Shareholders’ agreements (nc+) may be amended or

terminated in the event of a change in control of Vivendi or a tender offer

for Vivendi being made. These Shareholders’ agreements are subject to

confidentiality provisions.

25.6.

Collaterals and pledges

As of December 31, 2014, no asset in Vivendi’s Statement of Financial

Position was subject to a pledge or mortgage for the benefit of third

parties.

In addition, the amount of assets of GVT, a discontinued operation, which

were pledged or mortgaged for the benefit of third parties, amounted to

€183 million as of December 31, 2014 (compared to €128 million as of

December 31, 2013). This amount related to assets pledged with respect

to judicial guarantees for various litigations.

As of December 31, 2013, the amount of assets of SFR, sold on

November 27, 2014, which were pledged or mortgaged for the benefit of

third parties amounted to €84 million.

Several guarantees given in 2014 and during prior years in connection

with asset acquisitions or disposals have expired. However, the

time periods or statute of limitations of certain guarantees relating,

among other things, to employees, environment and tax liabilities,

in consideration of share ownership, or given in connection with

the dissolution or winding-up of certain businesses are still in effect.

To the best of Vivendi’s knowledge, no material claims for indemnification

against such liabilities have been made to date.

In addition, Vivendi regularly delivers, at the settlement of disputes and

litigations, commitments for damages to third parties, which are typical

in such transactions.

25.5.

Shareholders’ agreements

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Annual Report 2014