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3

Information about the Company

| Corporate Governance | Reports

Share Capital

2.2.4.

Shares Held by the Company

2.2.4.1.

Summary of the Previous Share

Repurchase Program

By a resolution of the Management Board at its meeting held on

October 21, 2013, a share repurchase program was implemented on that

same date, under the authorization given pursuant to the 11

th

resolution

of the Ordinary Shareholders’ Meeting held on April 30, 2013.

The maximum authorized repurchase price was within the statutory

limitations, at a maximum price of €25 per share, which is below the

upper limit of €30 set by the Shareholders’ Meeting.

The objectives of this repurchase program were as follows:

p

p

the continuation of the liquidity agreement in compliance with the

AMAFI Code of Ethics; and

p

p

the repurchase of a maximum of 1.8 million shares on the market

with a view to covering the grant of performance shares, the rights

to which were to be acquired by the beneficiaries in 2014, subject to

satisfaction of the performance conditions under the plans.

2.2.4.4.

Aggregate Number of Purchases and Sales/Transfers of Shares from January 1 to December 31, 2014

(other than Shares Purchased under the Liquidity Agreement)

Purchases

Sale/Transfer

Number of shares

1,602,149

1,603,220

Average price per share (in euros)

20.04

19.90

Total value (in euros)

32,103,809.96

31,909,025.57

Number of shares canceled during the last 24 months: None.

2.2.4.2.

Aggregate Number of Purchases and Sales/Transfers of Shares from January 1 to December 31, 2013

(Other than Shares Purchased under the Liquidity Agreement)

Purchases

Sale/Transfer

Number of shares

None

1,409,861

Average price per share (in euros)

na

17.48

Total value (in euros)

na

24,647,974.21

na: not applicable

Number of shares canceled during the last 24 months: None.

As of December 31, 2013, Vivendi directly held 50,639 of these treasury

shares with a par value of €5.50 per share, i.e., 0.004% of the share

capital, allocated to covering the award of performance share plans.

2.2.4.3.

Current Share Repurchase Program

By a resolution of the Management Board at its meeting held on

October 20, 2014, a share repurchase program was implemented on that

same date, under the authorization given pursuant to the 12

th

resolution

of the Combined General Shareholders’ Meeting held on June 24, 2014.

The maximum repurchase percentage is authorized, within the statutory

limitations, at a maximum price of €20 per share, which is below the

upper limit of €24 set by the Shareholders’ Meeting, with a view to

covering performance share plans.

The objectives of the share repurchase program are as follows:

p

p

the continuation of the liquidity agreement in compliance with the

AMAFI Code of Ethics; and

p

p

the repurchase of a maximum of 2.7 million shares on the market

with a view to covering the grant of performance shares, the rights

to which shall be acquired by the beneficiaries in 2015, subject to

satisfaction of the performance conditions under the plans. As

of December 31, 2014, Vivendi had not implemented this second

objective.

In accordance with an announcement made by the Company, the

Supervisory Board, at its meeting held on February 27, 2015, authorized

the Management Board to implement a share repurchase program to

cover repurchases by the Company of up to 10% of its share capital, at a

maximum share repurchase price of €20 per share. As of the date of this

Annual Report, this authorization had not been implemented.

96

Annual Report 2014