LETTERTO OUR SHAREHOLDERS

MARCH2015

The new Vivendi reached many mile-stones in 2014. The Group completedthe process of refocusing on its media

and content activities. Vivendi thus acceptedan offer from Numericable-SFR and Altice forthe 20% interest it still held in Numericable-SFR. The amount offered corresponded to

what Vivendi had hoped for,enabling it to generate a pre-mium of over 20% in threemonths in an illiquid market.Furthermore, the BolloréGroup increased its shares in

Vivendi to 8.15%, demonstrat-ing its confidence in the Group’s

capacity for growth.

Due to the disposals achieved over the pasttwo years, the Group has returned to comfort-able financial flexibility and is going to pro-ceed with a substantial return to shareholders.The Annual General Meeting on April 17, 2015will propose the payment of an ordinary divi-dend of €1 for 2014, reflecting the Group’sbusiness performance (20 cents) and the re-turn to shareholders (80 cents). This distribu-

tion is expected to be maintained for 2015 and2016. A share buyback program of about €2.7billion is also planned. In total, about €5.7 bil-lion will be returned to shareholders by mid-2017, in addition to the €1.3 billion paid in2014.

Now an integrated industrial media and con-tent group, Vivendi strengthened its positionin these sectors in 2014 by acquiring interestsin StudioBagel, a network of channels onYouTube, and Eagle Rock, which specializes inmusic programs. It also published good resultsdue to the growth of the Canalplay, its unlim-ited video-on-demand service, the launch ofA+, a new 100% African channel, or therecord-breaking success of Sam Smith, ayoung British singer, Stromae and Indila.

Discovering new talent is at the core ofVivendi’s strategy, as is establishing itselfmore firmly in high-growth markets and ac-celerating its digital transition. The pre-emi-nence of digital technology is eroding theboundaries between the Group’s differentbusiness lines: cooperation and common proj-ects are now increasing. �

2014 EARNINGS IN LINE WITH EXPECTATIONSNOW FULLY REFOCUSED ON MEDIA AND CONTENT ACTIVITIESSUBSTANTIAL RETURN TO SHAREHOLDERS

VINCENT BOLLORÉ

CHAIRMAN OF THE SUPERVISORY

BOARD

ARNAUD DE PUYFONTAINE

CHAIRMAN OF THE MANAGEMENT

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€5.7 million to be distributed between nowand mid-2017 following

€1.3 billion in 2014

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In a very competitive environment, Vivendiachieved almost-stable income from operations, last year. In 2015, the Board expects an income from operations margin close tothat achieved in 2014 and anincrease in its adjusted net income of 10%.

As in previous quarters,the 2014 annual re-sults published onFebruary 27 were in

line with expectations. They re-flect a strong resilience of theGroup’s main activities con-fronted with an unpredictableeconomic and competitive cli-mate.The Canal+ Group saw an in-crease in sales due to thegrowth of its international ac-tivities, which offset the down-turn in business and the impactof the rise in VAT in France.For Universal Music Group

(UMG), the year was charac-terised by the faster than ex-pected transformation of musicdistribution modes with robustgrowth in streaming comparedto digital downloads and phys-ical sales.

INCOME FROM OPERA-TIONS OVER €1.1 BILLIONIN 2014In this context, the Group’s in-come from operations, an ag-gregation of the subsidiaries’“pure” business, resisted, ris-ing to €1,108 million (+0.5%)*.The adjusted net income stood

Revenues €10,089M -1.6% - 1.4%

Income from operations €1,108M -2.0% + 0.5%

Change year-on-yearChange at constant

perimeter and currency year-on-year

Adjusted net income €626M +37.9%

Net cash +€4.6bn vs -€11.1bn net debt at year-end 2013

*The figures above take account of changes in the perimeter occurring or announced in 2013 and 2014 the accounting impact of which, particularly in compliance with IFRS 5, has been described in the 2014 Financial Report available on the www.vivendi.com website or on request to the Vivendi Shareholders’ Department.

2014 ANNUAL EARNINGS*

EBITA €999M +4.6% + 8.1%

EBIT €736M +15.6%

Earnings attributable to Vivendi shareholders 4 744 M€ x 2.4

2014 EARNINGS IN LINE WITH EXPECTATIONS

at €626 million (+37.9%) whileearnings attributable to Vivendishareholders rose by a factorof 2.4 to €4.744 billion. It par-ticularly benefited from thecapital gains from the SFR andMaroc Telecom sales.Vivendi’s results and net situa-tion were strongly impacted bythese significant disposals.In addition to sizeable capitalgains, the latter enabledVivendi to buyback some of itsbonds and substantially de-crease its interest expense(mainly due to the 2013 bondredemptions that followed the

Hervé PhilippeFinancial Director

AN ANTICIPATED RETURN TO SHAREHOLDERS OF €5.7 BILLIONThe disposals completed over the past two years have enabledVivendi to refocus on media and content and reduce its netdebt, which had risen to a high of €17.4 billion on June 30,2013.

They have led, and will lead to, substantial returns to share-holders. Vivendi has already paid an ordinary distribution of€1.00 per share for the 2013 financial year, €0.50 of which eco-nomically corresponded to the Group’s perfomance in 2013and €0.50 to a return to shareholders as a result of ongoingdisposals of assets.

Further to this, the Management Board will propose for ap-proval at the Annual General Meeting on April 17, 2015, a pay-ment of an ordinary dividend of €1.00 with respect to 2014,€0.20 of which corresponds to the Group’s business perform-ance and €0.80 to a return to shareholders with respect to dis-posals. The objective is to maintain this distribution level forthe fiscal years 2015 and 2016.

In addition to these distributions, the plan is to proceed witha share buyback program of about €2.7 billion, up to the legallimit of 10% of capital in line with the market regulations. Theprogram will run over 18 months.

In total, the return to shareholders from mid-2015 to mid-2017could reach approximately €5.7 billion in addition to the €1.3billion paid in 2014.

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An integrated industrialmedia and content group,

Vivendi wished to use theiconic Olympia (28 Boulevarddes Capucines, Paris 9th Ar-rondissement), which it owns,to hold its Annual Sharehold-ers’ Meeting on April 17.Individual share-holders who aremembers of theClub have alreadyhad an opportu-nity to visitL’Olympia but thisis, this year, thefirst time the General Share-holders’ Meetingwill be held there.Nothing is impos-sible for L’Olympia,equipped withultra-modern tech-nology, it hostsconcerts, one-man shows, filmshowings, ballets

and charity galas!If you are not in Paris, you canfollow the GeneralS h a r e h o l d e r s ’Meeting live via anonline broadcast(www.vivendi.com;Individual Share-

L’OLYMPIA HALL TO HOST VIVENDI’S GENERAL SHAREHOLDERS’ MEETING holders page then GeneralShareholders’ Meeting). The

General Share-h o l d e r s ’

M e e t -i n gs u b -s e c -t i o n

w i l lalso allow

you to access arange of publications such asthe Annual Report, the Share-holders’ Meeting Notice, theManagement Board’s Reportwith the draft resolutions etc.Making a pioneering move,Vivendi made the Votaccessplatform available to its share-holders in 2012, enablingthem to vote before the meet-ing and via Internet for reso-lutions submitted to themeeting. Almost every bank isnow connected to Votaccess.We recommend you consultyour adviser if you wish to usethis platform. �

billion the previ-ous year.In 2015, theGroup is antici-

pating a slightgrowth in rev-

enues fueled byCanal+ Group’s international

activities and by the develop-ment of UMG streaming. Theincome from operations marginshould be close to that of 2014.Vivendi also expects an in-crease in its adjusted net in-come of 10% mainly thanks tolower restructuring chargesand interest expense. �

sale of 88%of ActivisionB l i z z a r d ) .The impactof the bondr e d e m p t i o nmade in Decem-ber 2014 following thesale of SFR will only be felt in2015.

A POSITIVE NET CASH POSITION OF €4.6 BILLION On December 31, 2014, Vivendithus had a positive Net CashPosition of €4.6 billion, com-pared to a Net Debt of €11.1

Frédéric CrépinSenior Executive Vice President & Group GeneralCounsel

Vivendi innovates.Having held its Annual General Meeting at the Carrousel du Louvre for 15years, the Group has decided,under the guidance of Frédéric Crépin, the GroupGeneral Counsel, to hold itthis year at L’Olympia.

SALE OF 20% VIVENDI’S INTEREST IN NUMERICABLE-SFRLast February 17th, Numericable-SFR and Altice offered to pur-chase 20% Vivendi’s interest in the French telecoms operator.The Management Board followed by the Group’s SupervisoryBoard considered the proposal, after which the SupervisoryBoard endorsed it on February 27th.The proposed price was €40.00 per share versus a closingprice of €33.315 on the day of the finalization of SFR’s transferto Numericable and Altice, November 27, 2014. The premiumrealized by Vivendi therefore totalled 20% in just threemonths! And the low level of liquidity in the Numericable-SFRshares would have made a future exit under optimal condi-tions uncertain.The purchase was funded half by Numericable-SFR (as partof a share buyback program submitted to a General Meetingof its shareholders) via a payment in cash, and half by AlticeFrance via a payment by the latest on April 7, 2016 at an an-nual interest rate of 3.8%.This disposal, which will cancel out any previous agreementsand discussions, brought in an additional €3.9 billion forVivendi and enabled it to collect a total of about €17 billion(after financing the acquisition of Virgin for €200 million) forthe sale of SFR.

A meeting broadcast live on the

Internet

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A 10% expected increase

in 2015 adjusted net income

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VIVENDI VILLAGE, AN ENTREPRENEURIAL MINDSETApart from France, where it is the leader, Wengo is present

in Spain, Portugal,Brazil, Turkey

and Italy.O p e ns i n c e1 8 9 3 ,

L’Olympiais one of

Paris’s iconic showvenues. Established artists andyoung talent perform there prac-tically every night.Watchever has introduced an un-limited SVOD (subscription videoon demand) service in Germany,providing its users with a largecatalogue of local and interna-tional content (films, series, car-toons, music etc.). �

Ticketing consists of Digitick andSeeTickets. Digitick is the Frenchleader in electronic tick-eting (real-time ticketingmanagement, sale of vir-tual tickets, zePass.complatform and Infoconcertdatabase) and SeeTicketsis a leader in the distribu-tion of tickets for shows andevents in the United Kingdom.Vivendi Ticketing has just openedan office in Los Angeles.WENGO, PRESENT IN SIXCOUNTRIESThrough numerous websites,Wengo puts private individuals incontact with professionals whoprovide advice (legal, teaching,astrology etc.) by telephone.

Vivendi Village comprises a group of innovative and

dynamic companies: VivendiTicketing (Digitick and SeeTick-ets), Watchever, Wengo andL’Olympia. Vivendi Village bringstogether five human-sized enti-ties that all share an entrepre-neurial mindset. Responsive and agile, Digitick, SeeTickets,Watchever, Wengo or L’Olympiaquickly develop and initiate inno-vative projects, particularly in thedigital sector, and thus fuel theentire Group with their experi-ence. Vivendi supports these en-tities in return by federating themunder the same umbrella,thereby enabling them toachieve their ambitions. Vivendi

Vivendi’s new Board is focus-ing on internal growth.

Under the direction of StéphaneRoussel, a Member of the Man-agement Board, Senior ExecutiveVice President, Development andOrganization, the Group has de-fined four main priority is-sues which are the contentof the future, data and itsmonetization, Africa, andcooperation and commonprojects.A new entity, VivendiContents, has been establishedto handle content of the future.Beginning with France, its mis-sion is to design and drive newmusic and audiovisual contentformats. Various projects havebeen kick started with respect todata (all data collected on the In-ternet) and its monetization.UMG has created Artist Portal, adatabase that enables real-timeanalysis of artists’ sales, theirstreaming activity, their impact

countries, also has growth proj-ects in Africa.Lastly, among the developmentsbetween subsidiaries, we can no-tice that UMG has created a radiotalent show, Island Africa Talent,specifically for A+. Vivendi Ticket-ing has opened an office in LosAngeles, with the intention ofbenefiting from UMG’s popularityin California. L’Olympia uses Dig-itick for its ticketing, and there aremany more examples. �

on social media etc. It has alsoentered into a partnership withHavas named “Global MusicData Alliance”. The UMG datawill be cross-linked with Havas’ones to give a better understand-ing of the correlation betweenartists, music fans and brands.In Africa, the Canal+ Group haslaunched A+, a new channel forand by Africans (see article onpage 5). UMG, which derives80% of its revenues from five

The Group has decided onfour priority focus areas toboost its internal growth:content of the future, dataand its monetization,Africa, and cooperationand common projects.

FOUR PRIORITY PROJECTS FOR VIVENDI

AN OFFICE IN LOS ANGELES FOR VIVENDI TICKETING

Stéphane Roussel Senior Executive Vice President, Development and Organization

Establishment of Vivendi Contents

Simon GillhamSenior Executive Vice President, Communications & New Business

Vivendi Village comprises a group of innovative and dynamic companies: VivendiTicketing (Digitick and SeeTickets), Watchever, Wengo and L’Olympia.

Five innovative and dynamic companies

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A presence in over

25 countries

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At the end of October 2014,Canal+ Group, which has

been marketing the Canalsatpackage in Africa for the past20 years, decided tostrengthen its position on thecontinent by launching A+, anew channel completely de-voted to Africa. A+ seeks tobecome the referencechannel for French-speaking Africa, to reflectthe identities and specificfeatures of the continentand to be firmly turnedtowards the future.Canal+ Group now haseight subsidiaries operat-ing in 25 countries.Two-thirds of the air timeis devoted to African andAfrican-American series,movies and TV movies.A+ also broadcasts mag-

azine programs and reality andgame shows. A musical talentshow, Island Africa Talent, hasalso been created with Univer-sal Music Group.

ACQUISITION OF THEMAA+ is enriched with local pro-ductions that Canal+ Group in-

In United States, United King-dom, and France, respectively

first, fourth and fifth global musicmarket, UMG artists were partic-ularly awarded early this year.UMG scooped 22 GrammyAwards in Los Angeles on Febru-ary 8, 2014: Sam Smith, the dis-covery of 2014, won fourawards: Song of theYear (Stay with Me),Best Pop VocalAlbum (In theLonely Hour), BestNew Artist andRecord of the Year.Beck receivedAlbum of the Year and Best RockAlbum for Morning Phase. In the2014 Billboard Music Awards,where singles are rated accord-ing to sales in the United States,UMG had seven of the year’s Top10.

Five days after the GrammyAwards, it was time for the Vic-toires de la Musique, which wereheld in Paris. Stromae, who hadalready won an award the previ-ous year for his album, RacineCarrée, won the Best Concert

Award. Calogero won Songof the Year for Un

Jour au Mau-vais Endroit,Cascadeur,Best Elec-

tronic Albumfor Ghost Surfer,

Benjamin Clemen-tine, Best Live Newcomer,

Akhenaton, Best Rap Album withJe Suis en Vie, and Indila, BestNew Album. This young artisthad already been voted BestArtist at the 2014 Trace UrbanMusic Awards and Best Euro-pean Artist at the 2014 MTV Eu-

ropean Music Awards.Lastly, on the evening of February25, at the Brit Awards in London,Taylor Swift landed the Interna-tional Female Solo Artist Awardand Sam Smith once againproved to be a tremendous suc-cess, winning the British Break-through Act Award. �

UNIVERSAL MUSIC GROUP ARTISTS REWARDED WITH NUMEROUS AWARDS

As Vivendi wishes tostrengthen its position inAfrica, one of the Group’sfour priority areas ofgrowth (see article on page4), Canal+ Group launchedA+, a new 100% Africanchannel for and byAfricans, at the end of October 2014.

A+ MOVES INTO AFRICA

tends to promote and develop.To do so, Canal+ Group has ac-quired Thema, a company spe-cializing in the distribution ofgeneral, themed and ethnic TVchannels. Thema publishes theAfrican fiction channel, Nolly-wood TV, which is the leader inFrench-speaking Africa.All these initiatives made theCanal+ Group the leading paysatellite TV operator in French-speaking Africa at the end of2014, and it had over 1.5 mil-lion subscribers in the conti-nent, with an average receiptper subscriber (Arpu) of about€18. �

33 Grammy awards

Lucian GraingeChairmain and CEO of UMG

This year again, UniversalMusic Group (UMG) artistswon numerous awards. February is particularly important with the GrammyAwards being held in theUnited States, the Victoiresde la Musique in Franceand the Brit Awards in theUnited Kingdom.

Bertrand MeheutChairmain of the Management Board of Canal+ Group

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SAM SMITH

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Important Disclaimers:Forward-looking statements. This Letter to Shareholders contains forward-looking statements concerning Vivendi’s financial situation, the results of transactions, businesses, strategy andprospects as well as the impact of certain transactions. Although Vivendi believes that such statements are based on reasonable assumptions, they do not constitute guarantees of future performance by thecompany. Actual results may differ materially from forward-looking statements because of a number of risks and uncertainties, most of which are beyond our control, in particular the risks linked to obtaining theconsent of competition authorities and other regulatory authorities for certain transactions, as well as the risks described in the documents Vivendi has filed with the Autorité des Marchés Financiers, also availablein English on our website (www.vivendi.com). Investors and security holders may obtain free copies of the documents filed by Vivendi from the Autorité des Marchés Financiers (www.amf-france.org) or directlyfrom Vivendi. This news release contains forward-looking statements that were made as of the date of its dissemination. Unsponsored ADRs. Vivendi does not sponsor American Depositary Receipt (ADR) programsfor its shares. Any currently existing ADR program is “unsponsored” and has no connection of any kind with Vivendi. Vivendi disclaims all responsibility for such programs.

� CONTACT USFor further information on Vivendi, please contact our Shareholders Information Department (IAI) by mail: Vivendi, Individual Shareholders Information Department42 Avenue de Friedland, 75008 Paris. by e-mail: actionnaires@vivendi.com.

or by telephone: – toll-free from a fixed line phone if you are calling from France

or +33 (0)1 71 71 34 99 if you are calling from abroad.

The department will respond Monday through Friday from 9.00 am to 6.00 pm (hours extended in the event of important news).

You receive this “Letter to our Shareholders” under the terms of the French Data Protection Act of January 6, 1978, pursuant towhich you may exercise your right to access, correct or contest personal data by sending an e-mail to actionnaires@vivendi.com or by writing us at Vivendi – Shareholders Information Department – 42 Avenue de Friedland – 75008 Paris, France.

Appel gratuit depuis un poste fixe

NUMERO VERTNUMERO VERT

� PROGRAM FOR THE COMING MONTHS You will find a program of events organized by the Shareholders Club on our website: www.vivendi.com, (click on the “Individual shareholders” tab and then on “Shareholders’ Club”).A hard copy of this program is now also available from Vivendi every six months.

SimonGillham

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ERS What were GVT’s results in 2014?

GVT’s revenues were €1,765 million, a 12.8% increase at constant currency compared to 2013. This performance was driven by continuous growth of the retails and SME, which increased 14.1% at constant currency; including a56.8% year-on-year increase in pay-TV.At the end of 2014, GVT was operating in 156 cities, establishing itself in six additional cities during the year.GVT’s EBITDA was €702 million, a 8.4% increase at constant currency compared to 2013.

Who are Tarak Ben Ammar and Dominique Delport, who are being proposed for the Supervisory Board?Born on June 12, 1949, Tarak Ben Ammar is internationally cultural entrepreneur in the audiovisual sector both inEurope and worldwilde.He began his career in 1974 by convincing a number of American film producers to shoot parts of their films inTunisia: Star Wars (George Lucas) and Raiders of the Lost Ark (Steven Spielberg). He also was the producer orco-producer of La Traviata (Franco Zeffirelli), Pirates (Roman Polanski), Black Gold (Jean-Jacques Annaud), etc.In France, he participated through his company Quinta Communications and together with Caisse des Dépôts etConsignations (CDC), in the recovery and development of a leading post-production group by taking over Les Laboratoires Éclair. He also collaborated with Luc Besson to develop La Cité du Cinéma.Tarak Ben Ammar sits on the Board of several companies, has a degree from Georgetown University in Washingtonand received the Légion d’Honneur.Born on November 21, 1967, Dominique Delport joined Havas Media in 2006 as General Manager for France andwas promoted to CEO of Havas Media Group France a year later. Since 2013, he had served as Global Managing Director of Havas Media Group.Dominique Delport started his career as a TV journalist. He spent eight years as Editor-in-Chief at M6 (RTL Group). He co-founded Streampower, a company recognized for its interactive work with the main TV operators in France.Dominique Delport has a degree from the Ecole de Management of Lyon (EM) and was a winner of a Master of Business Administration hosted by the University of Texas (United States).