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Friday, February 19, 2016<br />

Note 18<br />

Share-based compensation plans<br />

18.1 Plans granted by Vivendi<br />

18.1.1 Equity-settled instruments<br />

Transactions on outstanding instruments, which have occurred since January 1, 2014 were as follows:<br />

na: not applicable.<br />

Number of outstanding<br />

stock options<br />

Stock options<br />

a. As of the stock option exercise dates, the weighted average price for Vivendi shares was €22.14 (compared to €19.68 for stock options<br />

exercised in 2014).<br />

b. At its meeting held on February 27, 2015, after review by the Governance, Nominating and Human Resources Committee, the Supervisory<br />

Board approved the level of satisfaction of objectives set for the cumulative fiscal years 2013 and 2014 for performance share plans<br />

granted in 2013. It confirmed that not all the criteria had been met for fiscal year 2014. The final grant of the 2013 performance share<br />

plans represents, depending on the subsidiaries of the group, between 62% and 80% of the initial grant. Consequently, 828,127 rights to<br />

performance shares granted in 2013 were cancelled. In 2014, the Supervisory Board confirmed a final grant at 88% of the 2012 plans.<br />

Consequently, among the instruments cancelled in 2014 were 335,784 stock options and 239,207 performance shares granted in 2012.<br />

c. In accordance with legal requirements, the number and strike price of stock options, as well as the number of performance shares were<br />

adjusted to take into account the impact for the beneficiaries of the distribution on June 30, 2014 of an ordinary distribution of €1 per<br />

share from additional paid-in capital. This adjustment had no impact on share-based compensation expenses related to the relevant<br />

stock option and performance share plans.<br />

d. The total intrinsic value of outstanding stock options was €57 million.<br />

Weighted average strike<br />

price of outstanding stock<br />

options<br />

e. The weighted-average remaining period before delivering performance shares was 2.2 years.<br />

Performance shares<br />

Number of outstanding<br />

performance shares<br />

(in thousands) (in euros) (in thousands)<br />

Balance as of December 31, 2013 52,835 19.7 5,344<br />

Granted - na 380<br />

Exercised (11,264) (a) 17.5 (1,600)<br />

Forfeited (717) 17.5 na<br />

Cancelled (b) (571) 13.7 (440)<br />

Adjusted (c) 2,439 19.1 183<br />

Balance as of December 31, 2014 42,722 19.3 3,867<br />

Granted - na 1,566<br />

Exercised (10,882) (a) 18.4 (1,968)<br />

Forfeited (481) 19.0 na<br />

Cancelled (28) 11.8 (920) (b)<br />

Balance as of December 31, 2015 31,331 (d) 19.7 2,545 (e)<br />

Exercisable as of December 31, 2015 31,331 19.7 -<br />

Acquired as of December 31, 2015 31,331 19.7 650<br />

Please refer to Note 15 for the potential impact on the share capital of Vivendi SA of the outstanding stock options and performance shares.<br />

Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /79

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