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3

Corporate Governance Indicators

Involvement in Decisions

3.2.2. Involvement in Decisions of the Members of Management Board

Maximum of five terms of office cumulated per member of

the Management Board (excluding non-French companies)

GRI

UNGC

OECD

G4-41

-

II.6 & 7, III

In compliance.

Publish the number of meetings and average attendance

rate of the members of the Management Board

GRI

UNGC

OECD

G4-41, G4-45

-

II.6 & 7, III

2014

2013

Number of meetings and attendance rate

20 (100%)

17 (100%)

3.2.3. Involvement in Decisions of Shareholders

Publish shareholders’ attendance rate in Annual General

Shareholders’ Meeting

(1)

Publish ballot results of the resolutions submitted to shareholders

(1)

GRI

UNGC

OECD

G4-26, G4-40, G4-53

-

II.6 & 7, III

Published the day of Annual Shareholders’ Meetings on the website

www.vivendi.com.

(1)

Within 15 days following the General Meeting (Article R.225-106-1 of the French Commercial Code).

(2)

The company no longer grants stock options since 2013.

(3)

Other issues put forward by stakeholders.

3.2.4. Involvement in Decisions of Other Stakeholders

Operations on company shares

GRI

UNGC

OECD

-

-

II.6 & 7, III

Operations on shares are prohibited for a period of 30 calendar days

preceding and including the day of publication of the company’s quarterly,

half-yearly and annual financial statements, as well as in the case of

awareness of information which, if made public, would have an impact on

the company’s share price. All hedging operations are prohibited.

Performance conditions related to performance shares

(2)

GRI

UNGC

OECD

-

-

II.6 & 7, III

2014

2013

Performance shares

(Please refer to

Chapter 3, Section 3.4

of AR 2014 p.140-142)

(Please refer to

Chapter 3, Section 3.4

of AR 2013 p.152-155)

The grant of performance shares is subject to external and internal

criteria evaluated during two years (three years for the grants to be

approved in 2015).

Representation of employee shareholders at the Supervisory Board

GRI

UNGC

OECD

G4-26, G4-40

-

II.6 & 7, III

The Combined General Shareholders’ Meeting held on April 30, 2013

approved the appointment of an employee shareholding representative

subject to the provisions of Article L.225-71 of the French Commercial

Code and the Company’s by-laws, which enable this kind of appointment

when the employee shareholding reaches 3%.

Percentage of questions on corporate social

responsibility at Annual Shareholders’ Meeting

(3)

GRI

UNGC

OECD

G4-26, G4-27, G4-49

-

II.6 & 7, III

2014

2013

Percentage of questions

26% 21%

11

Non-Financial Indicators Handbook 2014