MARCH LETTER 2015 TO OUR SHAREHOLDERS

R 2014 EARNINGS IN LINE WITH EXPECTATIONS D

S O T O H P NOW FULLY REFOCUSED ON MEDIA AND VINCENT ARNAUD BOLLORÉ DE PUYFONTAINE CONTENT ACTIVITIES CHAIRMAN OF CHAIRMAN OF THE SUPERVISORY THE MANAGEMENT SUBSTANTIAL RETURN TO SHAREHOLDERS BOARD BOARD

he new Vivendi reached many mile - tion is expected to be maintained for 2015 and stones in 2014. The Group completed 2016. A share buyback program of about €2.7 Tthe process of refocusing on its media billion is also planned. In total, about €5.7 bil - and content activities. Vivendi thus accepted lion will be returned to shareholders by mid- an offer from Numericable-SFR and Altice for 2017, in addition to the €1.3 billion paid in the 20% interest it still held in Numericable- 2014. SFR. The amount offered corresponded to Now an integrated industrial media and con - what Vivendi had hoped for, tent group, Vivendi strengthened its position enabling it to generate a pre - in these sectors in 2014 by acquiring interests €5.7 million to be mium of over 20% in three in StudioBagel, a network of channels on distributed between now months in an illiquid market. YouTube, and Eagle Rock, which specializes in and mid-2017 following Furthermore, the Bolloré music programs. It also published good results Group increased its shares in €1.3 billion in 2014 due to the growth of the Canalplay, its unlim - Vivendi to 8.15%, demonstrat - ited video-on-demand service, the launch of ing its confidence in the Group’s A+, a new 100% African channel, or the capacity for growth. record-breaking success of Sam Smith, a Due to the disposals achieved over the past young British singer, Stromae and Indila. two years, the Group has returned to comfort - Discovering new talent is at the core of able financial flexibility and is going to pro - Vivendi’s strategy, as is establishing itself ceed with a substantial return to shareholders. more firmly in high-growth markets and ac - The Annual General Meeting on April 17, 2015 celerating its digital transition. The pre-emi - will propose the payment of an ordinary divi - nence of digital technology is eroding the dend of €1 for 2014, reflecting the Group’s boundaries between the Group’s different business performance (20 cents) and the re - business lines: cooperation and common proj - turn to shareholders (80 cents). This distribu - ects are now increasing. I R E S U L T S 2

2014 EARNINGS IN LINE R E L D I S

WITH EXPECTATIONS D R A

N s in previous quarters, (UMG), the year was charac - at €626 million (+37.9%) while R E B the 2014 annual re - terised by the faster than ex - earnings attributable to Vivendi © sults published on pected transformation of music shareholders rose by a factor Hervé Philippe AFebruary 27 were in distribution modes with robust of 2.4 to €4.744 billion. It par - Financial Director line with expectations. They re - growth in streaming compared ticularly benefited from the flect a strong resilience of the to digital downloads and phys - capital gains from the SFR and Group’s main activities con - ical sales. Maroc Telecom sales. In a very competitive fronted with an unpredictable Vivendi’s results and net situa - environment, Vivendi economic and competitive cli - INCOME FROM OPERA - tion were strongly impacted by achieved almost-stable mate. TIONS OVER €1.1 BILLION these significant disposals. income from operations, The Canal+ Group saw an in - IN 2014 In addition to sizeable capital last year. In 2015, the Board crease in sales due to the In this context, the Group’s in - gains, the latter enabled expects an income from growth of its international ac - come from operations, an ag - Vivendi to buyback some of its operations margin close to tivities, which offset the down - gregation of the subsidiaries’ bonds and substantially de - that achieved in 2014 and an turn in business and the impact “pure” business, resisted, ris - crease its interest expense increase in its adjusted net of the rise in VAT in France. ing to €1,108 million (+0.5%)*. (mainly due to the 2013 bond income of 10%. For Universal Music Group The adjusted net income stood redemptions that followed the

2014 ANNUAL EARNINGS* AN ANTICIPATED RETURN TO SHAREHOLDERS Change at constant OF €5.7 BILLION Change year-on-year perimeter and currency year-on-year The disposals completed over the past two years have enabled Vivendi to refocus on media and content and reduce its net Revenues debt, which had risen to a high of €17.4 billion on June 30, €10,089M -1.6% - 1.4% 2013. Income from operations They have led, and will lead to, substantial returns to share - €1,108M -2.0% + 0.5% holders. Vivendi has already paid an ordinary distribution of €1.00 per share for the 2013 financial year, €0.50 of which eco - EBITA nomically corresponded to the Group’s perfomance in 2013 €999M +4.6% + 8.1% and €0.50 to a return to shareholders as a result of ongoing disposals of assets. EBIT €736M +15.6% Further to this, the Management Board will propose for ap - proval at the Annual General Meeting on April 17, 2015, a pay - Adjusted net income ment of an ordinary dividend of €1.00 with respect to 2014, €626M +37.9% €0.20 of which corresponds to the Group’s business perform - ance and €0.80 to a return to shareholders with respect to dis - Earnings attributable to Vivendi shareholders posals. The objective is to maintain this distribution level for 4 744 M€ x 2.4 the fiscal years 2015 and 2016. In addition to these distributions, the plan is to proceed with Net cash a share buyback program of about €2.7 billion, up to the legal +€4.6bn vs -€11.1bn net debt at year-end 2013 limit of 10% of capital in line with the market regulations. The program will run over 18 months. *The figures above take account of changes in the perimeter occurring or announced in 2013 and 2014 the accounting impact of which, particularly in In total, the return to shareholders from mid-2015 to mid-2017 compliance with IFRS 5, has been described in the 2014 Financial Report could reach approximately €5.7 billion in addition to the €1.3 available on the www.vivendi.com website or on request to the Vivendi billion paid in 2014. Shareholders’ Department. 3

SALE OF 20% VIVENDI’S INTEREST IN NUMERICABLE-SFR Last February 17 th , 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 Supervisory Board considered the proposal, after which the Supervisory Board endorsed it on February 27 th . The proposed price was €40.00 per share versus a closing sale of 88% A 10% expected billion the previ - price of €33.315 on the day of the finalization of SFR’s transfer of Activision ous year. to Numericable and Altice, November 27, 2014. The premium Blizzard). increase In 2015, th e realize d by Vivendi therefore totalled 20% in just three The impact in 2015 adjusted Group is antici - mon ths! And the low level of liquidity in the Numericable-SFR of the bond pating a slight shares would have made a future exit under optimal condi - redemption net income growth in rev - tions uncertain. made in Decem - enues fueled by The purchase was funded half by Numericable-SFR (as part ber 2014 following the Canal+ Group’s international of a share buyback program submitted to a General Meeting sale of SFR will only be felt in activities and by the develop - of its shareholders) via a payment in cash, and half by Altice 2015. m ent of UMG streaming. Th e Fran ce via a payment by the latest on April 7, 2016 at an an - in come from operations margin n ual interest rate of 3.8%. A POSITIVE NET CASH should be close to that of 2014. This disposal, which will cancel out any previous agreements POSITION OF €4.6 BILLIO N V ivendi also expects an in - and discussions, brought in an additional €3.9 billion for On December 31, 2014, Vivendi crease in its adjusted net in - Vivendi and enabled it to collect a total of about €17 billion thus had a positive Net Cash come of 10% mainly thanks to (after financing the acquisition of Virgin for €200 million) for Position of €4.6 billion, com - lower restructuring charges the sale of SFR. pared to a Net Debt of €11.1 and interest expense. I

L’OLYMPIA HALL TO HOST VIVENDI’S GENERAL SHAREHOL DERS’ MEETING n integrated industrial and charity galas! holders page then General Amedia and content group, If you are not in Paris, you can Shareholders’ Meeting). The Vivendi wished to use the follow the General General Share - iconic Olympia (28 Boulevard Shareholders’ holders’

R des Capucines, Paris 9th Ar - Meeting live via an Meet - E L A meeting D I rondissement), which it owns, online broadcast ing S

D

R to hold its Annual Sharehold - (www.vivendi.com; broadcast sub- A N

R ers’ Meeting on April 17. Individual Share - sec - E

B live on the

© Individual share - Internet tion Frédéric Crépin holders who are will also allow Senior Executive members of the Vice President Club have already you to access a & Group General had an opportu - range of publications such as Counsel nity to visit the Annual Report, the Share - L’Olympia but this holders’ Mee ting Notice, the is, this year, the Managem ent Board’s Report Vivendi innovates. first time the with the draft resolutions etc. Having held its Annual General Share - Making a pioneering move, General Meeting at the holders’ Meeting Vivendi made the Votaccess Carrousel du Louvre for 15 will be held there. platform available to its share - years, the Group has decided, Nothing is impos - holders in 2012, enabling under the guidance of sible for L’Olympia, them to vote before the meet - Frédéric Crépin, the Group equipped with ing and via Internet for reso - General Counsel, to hold it ultra-modern tech - lutions submitted to the this year at L’Olympia. nology, it hosts meeting. Almost every bank is concerts, one- now connected to Votaccess. Y O R

man shows, film . We recommend you consult O

showings, ballets © your adviser if you wish to use this platform. I

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FOUR PRIORITY PROJECTS FOR VIVENDI R D

ivendi’s new Board is focus -

O

T

ing on internal growth. O V H P

O Under the direction of Stéphane N A

C Roussel, a Member of the Man - S

I H C agement Board, Senior Executive N A E J Vice President, Development and © Organization, the Group has de - Stéphane Roussel fined four main priority is - Senior Executive Vice President, sues which are the content Development and of the future, data and its Establishment Organization monetization, Africa, and of Vivendi cooperation and common Contents projects. AN OFFICE IN LOS ANGELES FOR VIVENDI TICKETING The Group has decided on A new entity, Vivendi four priority focus areas to Contents, has been established on social media etc. It has also countries, also has growth proj - boost its internal growth: entered into a partnership with ects in Africa. content of the future, data to handle content of the future. and its monetization, Beginning with France, its mis - Havas named “Global Music Lastly, among the developments Africa, and cooperation sion is to design and drive new Data Alliance”. The UMG data between subsidiaries, we can no - and common projects. music and audiovisual content will be cross-linked with Havas’ tice that UMG has created a radio formats. Various projects have ones to give a better understand - talent show, Island Africa Talent, been kick started with respect to ing of the correlation between specifically for A+. Vivendi Ticket - data (all data collected on the In - artists, music fans and brands. ing has opened an office in Los ternet) and its monetization. In Africa, the Canal+ Group has Angeles, with the intention of UMG has created Artist Portal, a launched A+, a new channel for benefiting from UMG’s popularity database that enables real-time and by Africans (see article on in California. L’Olympia uses Dig - analysis of artists’ sales, their page 5). UMG, which derives itick for its ticketing, and there are streaming activity, their impact 80% of its revenues from five many more examples. I

VIVENDI VILLAGE , AN ENTREPRENEURIAL MINDSET R

E ivendi Village comprises Ticketing consists of Digitick and Apart from France, where it is L D I

S the leader, Wengo is present a group of innovative and SeeTickets. Digitick is the French

D V R in Spain, Portugal, A dynamic companies: Vivendi leader in electronic tick - N R

E Brazil, Turkey

B Ticketing (Digitick and SeeTick - eting (real-tim e ticketing

© ets), Watchever, Wengo and mana gement, sale of vir - and Italy. L’Olympia. Vivendi Village brings tual tickets, zePass.com Five innovative Open together five human-siz ed enti - platform and Infoconcert and dynamic since Simon Gillham 1893, ties that all share an entrepre - database) and SeeTickets Senior Executive companies L’Olympia neurial mindset. Responsive is a leader in the distribu - Vice President, is one of and agile, Digitick, SeeTickets, tion of tickets for shows and Communications Paris’s iconic show & New Business Watchever, Wengo or L’Olympia events in the United Kingdom. venues. Established artists and quickly develop and initiate inno - Vivendi Ticketing has just opened young talent perform there prac - vative projects, particularly in the an office in Los Angeles. Vivendi Village comprises tically every ni ght. digital sector, and thus fuel the WENGO, PRESENT IN SIX a group of innovative and Wa tchever has introduced an un - entire Group with their experi - COU NTRIES dynamic companies: Vivendi limited SVOD (subscription video ence. Vivendi supports these e n - Thro ugh numerous websites, Ticketing (Digitick and on demand) service in Germany, tities in return by federating them Wengo puts private individuals in SeeTickets), Watchever, providing its users with a large contact with professionals who Wengo and L’Olympia. under the same umbrella, catalogue of local and interna - thereby enabling them to provide advice (legal, teaching, tional content (films, series, car - astrology etc.) by telephone. achieve their ambitions. Vivendi toons, m usic etc.). I

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A+ MOVES INTO AFRICA t the end of October 2014 , azine prog rams and reality and A presence ACanal+ Group, which has game sho ws. A musical talent in over been marketing the Canalsat show, Island Africa Talent, has package in Africa for the past also been created with Univer - 25 countries 20 years, decided to sal Music Group. R E L

L strengthen its position on the O R ACQUISITION OF THEMA R continent by launching A+, a tends to promote and develop. E I V I new channel completely de - A+ is enriched with local pro - L To do so, Canal+ Group has ac - O

© voted to Africa. A+ seeks to ductions that Canal+ Group in - quired Thema, a co mpany spe - Bertrand Meheut become the reference cializing in the distribution of Chairmain of the channel for French- DEENYZ, OVERALL general, themed and eth nic TV WINNER Management Board speaking Africa, to reflect OF ISLAND AFRICA channels. Thema publishes the of Canal+ Group the identities and specific TALENT 2014 African fiction channel, Nolly - features of the continent wood TV, which is the leader in As Vivendi wishes to and to be firmly turned French-speaking Africa. strengthen its position in towards the future. All these initiatives made the Africa, one of the Group’s Canal+ Group now has Canal+ Group the leading pay four priority areas of eight subsidiaries operat - satellite TV operator in French- growth (see article on page ing in 25 countries. speaking Africa at the end of O N I

4), Canal+ Group launched Two-thirds of the air time N 2014, and it had over 1.5 mil - A D is devoted to African and A+, a new 100% African K lion subscribers in the conti - C I R channel for and by African-American series, T nent, with an average receipt A P

Africans, at the end of movies and TV movies. O per subscriber (Arpu) of about

T O A+ also broadcasts mag - H I

October 2014. P €18.

UNIVERSAL MUSIC GROUP ARTISTS REWARDED WITH NUMEROUS AWARDS n United States, United King - Five days after the Grammy SAM SMITH Idom, and France, respect ively Awards, it was time for the Vic - first, fourth and fifth global music toires de la Musique, which were market, UMG artists were partic - held in Paris. Stromae, who had ularly awarded early this year . already won an award the previ - UMG scooped 22 Grammy ous year for his album, Racine

R Awards in Los Angeles on Febru - Carrée , won the Best Concert D O T ary 8, 2014: Sam Smith, the dis - Award. Calogero won Song O H P covery of 2014, won four of the Year for Un Lucian Grainge awards: Song of the Jour au Mau - Chairmain and CEO Year ( Stay with Me ), 33 vais Endroit , of UMG Y

Best Pop Vocal Cascadeur, E

R O D Album ( In the Grammy Best Elec - K C I N

Lonely Hour ), Best tronic Album

awards © This year again, Universal New Artist and for Ghost Surfer , Music Group (UMG) artists Record of the Year. Benjamin Clemen - ropean Music Awards. won numerous awards. Beck received tine, Best Live Newcomer, Lastly, on the evening of February February is particularly Album of the Year and Best Rock Akhenaton, Best Rap Album with 25, at the Brit Awards in London, important with the Grammy Album for Morning Phase . In the Je Suis en Vie , and Indila, Best Taylor Swift landed the Interna - Awards being held in the 2014 Billboard Music Awards, New Album. This young artist tional Female Solo Artist Award United States, the Victoires where singles are rated accord - had already been voted Best and Sam Smith once again de la Musique in France ing to sales in the United States, Artist at the 2014 Trace Urban proved to be a tremendous suc - and the Brit Awards in the UMG had seven of the year’s Top Music Awards and Best Euro - cess, winning the British Break - United Kingdom. 10. pean Artist at the 2014 MTV Eu - through Act Award. I What were GVT’s results in 2014? S S GVT’s revenues were €1,765 million, a 12.8% increase at constant currency compared to 2013. This performance

R was driven by continuous growth of the retails and SME, which increased 14.1% at constant currency; including a

N 56.8% year-on-year increase in pay-TV. E At the end of 2014, GVT was operating in 156 cities, establishing itself in six additional cities during the year. O D

I GVT’s EBITDA was €702 million, a 8.4% increase at constant currency compared to 2013. L

T Simon O Who Gairlelh Taam rak Ben Ammar and Dominique Delport, who are being proposed for the Supervisory Board? S

H Born on June 12, 1949, Tarak Ben Ammar is internationally cultural entrepreneur in the audiovisual sector both in Europe and worldwilde. E E He began his career in 1974 by convincing a number of American film producers to shoot parts of their films in R

U Tunisia: Star Wars (George Lucas) and Raiders of the Lost Ark (Steven Spielberg). He also was the producer or

A co-producer of La Traviata (Franco Zeffirelli), Pirates (Roman Polanski), Black Gold (Jean-Jacques Annaud), etc. Q In France, he participated through his company Quinta Communications and together with Caisse des Dépôts et H Consignations (CDC), in the recovery and development of a leading post-production group by taking over Les S

Laboratoires Éclair. He also collaborated with Luc Besson to develop La Cité du Cinéma.

Y Tarak Ben Ammar sits on the Board of several companies, has a degree from Georgetown University in Washington and received the Légion d’Honneur. B Born on November 21, 1967, Dominique Delport joined Havas Media in 2006 as General Manager for France and was 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).

’ I PROGRAM FOR THE COMING MONTHS Y

S You will find a program of events organized by the Shareholders Club on R

R our website: www.vivendi.com , (click on the “Individual shareholders” tab

A and then on “Shareholders’ Club”). E

I A hard copy of this program is now also available from Vivendi every D six months. D L

O I CONTACT US

H For further information on Vivendi, please contact our Shareholders Information Department (IAI) E by mail: Vivendi, Individual Shareholders Information Department R 42 Avenue de Friedland, 75008 Paris. A by e-mail: [email protected]. H

S or by telephone: – toll-free from a fixed line phone if you are calling from France NNUMEROUMERO VVERTERT Appel gratuit depuis un poste fixe 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 to which you may exercise your right to access, correct or contest personal data by sending an e-mail to [email protected] or by writing us at Vivendi – Shareholders Information Department – 42 Avenue de Friedland – 75008 Paris, France.

Important Disclaimers: Forward-looking statements. This Letter to Shareholders contains forward-looking statements concerning Vivendi’s financial situation, the results of transactions, businesses, strategy and prospects 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 the company. 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 the consent 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 available in 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 directly from 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) programs for 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.