Annual report 2014

Group Profile | Businesses |

Litigation

| Risk Factors

LBBW and al. against Vivendi

On March 4, 2011, 26 institutional investors from Germany, Canada,

Luxemburg, Ireland, Italy, Sweden, Belgium and Austria filed a complaint

against Vivendi with the Paris Commercial Court seeking to obtain

damages for losses they allegedly incurred as a result of four financial

communications issued by Vivendi in October and December 2000,

September 2001 and April 2002. Subsequently, on April 5 and April 23,

2012, two similar complaints were filed against Vivendi: the first one by

a US pension fund, the Public Employee Retirement System of Idaho,

and the other by six German and British institutional investors. Lastly,

on August 8, 2012, the British Columbia Investment Management

Corporation also filed a complaint against Vivendi on the same basis. On

January 7, 2015, the Commercial Court of Paris appointed a “third party”

responsible for checking the standing of the claimants and reviewing the

documentation provided by them to evidence their alleged holding of the

securities.

California State Teachers Retirement System

and al. against Vivendi and Jean-Marie Messier

On April 27, 2012, 67 institutional foreign investors filed a complaint

against Vivendi and Jean-Marie Messier before the Paris Commercial

Court seeking damages for losses they allegedly incurred as a result

of the financial communications made by Vivendi and its former CEO,

between 2000 and 2002. On June 7 and September 5 and 6, 2012, 26 new

plaintiffs joined these proceedings. In November 2012 and March 2014,

12 plaintiffs withdrew from these proceedings. On January 7, 2015,

the Commercial Court of Paris appointed a “third party” responsible for

checking the standing of the claimants and reviewing the documentation

provided by them to evidence their alleged holding of the securities.

Actions against Activision Blizzard,

Inc., its Board of Directors, and Vivendi

In August 2013, a derivative action was initiated in the Los Angeles

Superior Court by an individual shareholder against Activision Blizzard,

Inc. (“Activision Blizzard” or the “Company”), all of the members of

its Board of Directors and against Vivendi. The plaintiff alleges that

Activision Blizzard’s Board of Directors and Vivendi breached their

fiduciary duties by approving the divestment of Vivendi’s share ownership

in the Company. The plaintiff, Todd Miller, claims that the transaction

would not only be disadvantageous to Activision Blizzard but that it would

also confer a disproportionate advantage to a group of investors led by

Robert Kotick and Brian Kelly, the Company’s Chief Executive Officer

and Co-Chairman of the Board, respectively, and that those breaches of

fiduciary duty were aided and abetted by Vivendi.

On September 11, 2013, a second derivative action based on essentially

the same allegations was initiated in the Delaware Court of Chancery

by another minority shareholder of Activision Blizzard, Anthony Pacchia.

On the same day, another minority shareholder, Douglas Hayes, initiated a

similar action and also requested that the closing of the sale transaction

be enjoined pending approval of the transaction by Activision Blizzard’s

shareholders. On September 18, 2013, the Delaware Court of Chancery

granted the motion enjoining the closing of the transaction. However, on

October 10, 2013, the Delaware Supreme Court overturned this decision,

allowing for the completion of the transaction. The case will proceed on

the merits.

On November 2, 2013, the Delaware Court of Chancery consolidated the

Pacchia and Hayes actions into a single action entitled

In Re Activision

Blizzard Inc. Securities Litigation

On March 14, 2014, a similar new action was initiated in the Delaware

Court of Chancery by a minority shareholder, Mark Benston. This action

was consolidated into the

In Re Activision Blizzard Inc. Securities

Litigation

proceeding currently underway.

In November 2014, the parties reached agreement on global settlement

which would put an end to this dispute. On December 19, 2014, the

settlement agreement executed between the parties was filed with the

Court for formal approval and then the shareholder notification process

commenced. The Court is expected to approve the settlement agreement

at an upcoming hearing.

Calling of the guarantee issued by Anjou Patrimoine to Unibail

Unibail has called its indemnification guarantee issued by Anjou

Patrimoine (a former subsidiary of Vivendi) in connection with the sale

of the CNIT offices in 1999. On July 3, 2007, the High Court of Nanterre

ordered Anjou Patrimoine to indemnify Unibail for a tax liability arising

from the creation of offices and rejected all other claims. On October 31,

2008, the Versailles Court of Appeal reversed the High Court’s ruling,

denied all of Unibail’s claims and ordered it to reimburse Anjou

Patrimoine for all sums paid under the first decision. On November 27,

2008, Unibail appealed against this decision. On September 11, 2013,

the French Supreme Court reversed the October 31, 2008 decision of the

Versailles Court of Appeal and remanded the case to the Paris Court of

Appeal. The hearing will take place on April 2, 2015.

Vivendi Deutschland against FIG

Further to a claim filed by CGIS BIM (a former subsidiary of Vivendi)

against FIG to obtain the release of part of a payment remaining due

pursuant to a buildings sale contract, FIG obtained, on May 29, 2008, the

annulment of the sale following a judgment of the Berlin Court of Appeal,

which overruled a judgment rendered by the Berlin High Court. CGIS BIM

was ordered to repurchase the buildings and to pay damages. Vivendi

delivered a guarantee so as to pursue settlement negotiations. As no

settlement was reached, on September 3, 2008, CGIS BIM challenged the

validity of the reasoning of the judgment. On April 23, 2009, the Regional

Berlin Court issued a decision setting aside the judgment of the Berlin

Court of Appeal dated May 29, 2008. On June 12, 2009, FIG appealed

that decision. On December 16, 2010, the Berlin Court of Appeal rejected

FIG’s appeal and confirmed the decision of the Regional Berlin Court in

April 2009, which decided in CGISBIM’s favor and confirmed the invalidity

of the reasoning of the judgment and therefore overruled the order for

CGIS BIM to repurchase the building and pay damages and interest. This

decision is now final. In parallel, FIG filed a second claim for additional

damages in the Berlin Regional Court which was served on CGIS BIM

on March 3, 2009. On June 19, 2013, the Berlin Regional Court ordered

CGIS BIM to pay FIG the sum of €3.9 million together with interest from

February 27, 2009. CGIS BIM has appealed this decision.

Telefonica against Vivendi in Brazil

On May 2, 2011, TELESP (now Telefonica Brazil), filed a claim against

Vivendi before the Civil Court of São Paulo (

3ª Vara Cível do Foro

Central da Comarca da Capital do Estado de São Paulo

). The company

is seeking damages for having been blocked from acquiring control of

GVT and damages in the amount of 15 million Brazilian reals (currently

approximately €4.9 million) corresponding to the expenses incurred by

Telefonica Brazil in connection with its offer for GVT. At the beginning

of September 2011, Vivendi filed an objection to jurisdiction, challenging

the jurisdiction of the courts of São Paulo to hear a case involving parties

from Curitiba. This objection was dismissed on February 14, 2012, which

was confirmed on April 4, 2012 by the Court of Appeal.

On April 30, 2013, the Court dismissed Telefonica’s claim for lack

of sufficient and concrete evidence of Vivendi’s responsibility for

Telefonica’s failing to acquire GVT. The Court notably highlighted the

inherently risky nature of operations in the financial markets, of which

Telefonica must have been aware. Moreover, the Court dismissed

Vivendi’s counterclaim for compensation for the damage it suffered as

a result of the defamatory campaign carried out against it by Telefonica.

Annual Report 2014