Annual report 2014

Note 24. Financial Commitments and Contingent Liabilities

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

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

Statutory Financial Statements

Note 24.

Financial Commitments and Contingent Liabilities

Vivendi SA has entered into various commitments for its own account

or the account of its subsidiaries, the main terms of which are set out

below.

Share purchase and sale commitments

In connection with the purchase or sale of operations and financial

assets, Vivendi has granted or received commitments to purchase or sell

the following securities:

on September 18, 2014, pursuant to an agreement entered into with

Telefonica, Vivendi committed to sell GVT (see “Significant Events”); and

the liquidity rights related to Vivendi’s interest in Numericable-SFR

(see “Significant Events”).

Contingent assets and liabilities subsequent to given or received commitments related

to the divestiture or acquisition of shares

As part of the French Competition Authority’s approval of the

acquisition of the Direct 8 and Direct Star channels (renamed D8 and

D17, respectively) on July 23, 2012, Vivendi and Canal+ Group gave

certain commitments. These commitments provide for restrictions on

the acquisition of rights for American movies and television series

from certain American studios and for French movies, the separate

negotiation of certain rights for pay-TV and free-to-air movies and

television series, limitations on the acquisition by D8 and D17 of

French catalog movies from Studiocanal, and the transfer of rights

to broadcast major sports events on free-to-air channels through a

competitive bidding process. These commitments are made for a

five-year period and are renewable once if the French Competition

Authority, after having performed a competition analysis, deems

it necessary. In addition, on September 18, 2012, the French

Broadcasting Authority (

Conseil Supérieur de l’Audiovisuel

) approved

the acquisition of these channels, subject to certain commitments

relating to broadcasting, investment obligations, transfer rights, and

the retention by Canal+ Group of the D8 shares for a minimum period

of two and a half years.

On December 23, 2013, the French Council of State annulled, with

a delayed effect as from July 1, 2014, the French Competition

Authority’s approval of the acquisition of the Direct 8 and Direct

Star channels (renamed D8 and D17, respectively), which had been

approved on July 23, 2012. On January 15, 2014, Vivendi and Canal+

Group submitted a new notification to the French Competition

Authority. On April 2, 2014, the French Competition Authority

reapproved the transaction, subject to compliance with commitments

given by Vivendi and Canal+ Group. These commitments are similar

to the ones contained in the previous 2012 authorization except for

an additional commitment relating to the acquisition of broadcasting

rights covering second and third exhibition windows for French

films. All commitments are binding for a period of five years starting

July 23, 2012. In 2017, the French Competition Authority will have the

opportunity to request a renewal of these commitments for the same

duration, if deemed necessary, after a new competitive analysis.

On August 30, 2006, the merger between TPS and the Canal+ Group

was authorized, in accordance with the merger control regulations,

pursuant to a decision of the French Minister of Economy, Finance and

Industry, subject to Vivendi and Canal+ Group complying with certain

undertakings for a maximum period of six-years, with the exception of

those commitments concerning the availability of channels and VOD,

which could not exceed five-years.

On October 28, 2009, the French Competition Authority opened an

enquiry in respect of the implementation of certain undertakings

given by Canal+ Group in connection with the merger of Canalsatellite

and TPS.

On December 21, 2012, the French Council of State rejected Vivendi

and Canal+ Group’s filed motions requesting the annulment of the

French Competition Authority’s decisions of September 20, 2011 and

July 23, 2012. Under the first motion, the €30 million fine imposed on

Canal+ Group was reduced to €27 million. Under the second motion,

the transaction was once again cleared, subject to compliance with

33 injunctions.

These injunctions are imposed for a period of five-years and are

renewable once. At the end of the five-year period, the French

Competition Authority will review the competition situation to

determine whether the injunctions should be kept in place. If market

conditions have changed significantly, Canal+ Group will be able to

request that these injunctions be lifted or partially or totally revised.

An independent trustee, proposed by Canal+ Group and approved by

the French Competition Authority on September 25, 2012, will be

responsible for monitoring the implementation of the injunctions.

As part of the transaction which occurred in May 2004 resulting in

the formation of NBC Universal, Vivendi and General Electric (GE)

gave certain reciprocal commitments customary for this type of

transaction, and Vivendi retained certain liabilities relating to taxes

and excluded assets. Vivendi and GE undertook to indemnify each

other against losses resulting from, among other things, any breach

of their respective representations, warranties and covenants.

Neither party will have any indemnification obligations for losses

arising as a result of any breach of representations and warranties

(i) for any individual item where the loss is less than $10 million and

(ii) in respect of each individual item where the loss is equal to or

greater than $10 million except where the aggregate amount of all

losses exceeds $325 million. In that event, the liable party will be

required to pay the amount of losses which exceeds $325 million,

but in no event will the aggregate indemnification payable exceed

$2,088 million.

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Annual Report 2014