1owHYXa

Friday, February 19, 2016
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.
Canal+ Group has implemented a number of these injunctions, some since July 23, 2012 and others since October 23, 2012. The
injunctions mainly focus on:
Acquisition of movie rights:
- by limiting the duration of output deals with American studios to three years, requiring separate agreements for different
types of rights (e.g., first pay-TV window, second pay-TV window, series) and prohibiting output deals for French films; and
- by the Canal+ Group divesting its interest in Orange Cinema Series – OCS SNC or by adopting measures limiting its influence
over Orange Cinema Series – OCS SNC. On February 4, 2013, at the request of Multithématiques and to comply with the
injunction ordered by the French Competition Authority on July 23, 2012, the members of Orange Cinema Series - OCS SNC’s
Board of Directors resigned from their positions. As a result, Multithématiques appointed by letter with an effective date of
February 4, 2013, two independent representatives with no affiliation to Multithématiques to the Board of Directors of
Orange Cinema Series - OCS SNC.
Distribution of pay-TV special-interest channels:
- by the distribution of a minimum number of independent channels, the distribution of any channel holding premium rights,
and by drafting a model distribution deal relating to independent channels included in the Canalsat offer;
- by the obligation to promote, in a transparent and separate manner, the distribution of exclusive independent channels on
each owned platform serving more than 500,000 subscribers; and
- by making all its own movie channels distributed by Canal+ Group (Ciné+ channels) available to third-party distributors
(unbundling).
Video-on-demand (VOD) and subscription video-on-demand (SVOD):
- by separating contracts entered into for the purchase of VOD and SVOD rights on a non-exclusive basis, and not combining
them with rights purchased for linear distribution on pay-TV;
- by offering Studiocanal's VOD and SVOD rights to any interested operator; and
- by forbidding exclusive distribution deals for the benefit of Canal+ Group’s VOD and SVOD offers on Internet Service
Providers platforms.
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.
e. In connection with the sale of real estate assets in June 2002 to Nexity, Vivendi granted two autonomous first demand guarantees, one
for €40 million and one for €110 million, to several subsidiaries of Nexity (SAS Nexim 1 to 6). The guarantees are effective until June 30,
2017.
Several guarantees given during prior years in connection with asset acquisitions or disposals have expired. However, the time periods or
statute of limitations of certain guarantees relating, among other things, to employees, environment and tax liabilities, in consideration of
share ownership, or given notably in connection with the winding-up of certain businesses or the dissolution of entities are still in effect. To
the best of Vivendi’s knowledge, no material claims for indemnification against such liabilities have been made to date.
In addition, Vivendi regularly delivers, at the settlement of disputes and litigations, commitments for damages to third parties, which are
typical in such transactions.
22.5 Shareholders’ agreements
Under existing shareholders’ or investors’ agreements (primarily those relating to nc+), Vivendi holds certain rights (e.g., pre-emptive rights
and priority rights) that give it control over the capital structure of consolidated companies that are partially owned by minority shareholders.
Conversely, Vivendi has granted similar rights to these other shareholders in the event that it sells its interests to third parties.
In addition, pursuant to other shareholders’ agreements or the bylaws of other consolidated entities, equity affiliates or unconsolidated interests,
Vivendi or its subsidiaries have given or received certain rights (pre-emptive and other rights) entitling them to maintain their rights as shareholder.
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /94