Vivendi SE — Capital/Financing Update 2014

Nov 27, 2014

Paris, November 27, 2014

Vivendi: completion of the SFR sale

Vivendi today announced the closing of the combination between SFR and Numericable.

Vivendi received €13.366 billion in cash of which €200 million will be contributed to the financing of the Numericable acquisition of Virgin Mobile. The amount of €13.166 billion will be subject to a contradictory accounting analysis in accordance with the contract.

Vivendi will keep a 20% stake in the new combined entity, which it will be free to sell after a one year lockup period. Altice has call options which are exercisable in several tranches at market value subject to a floor1 between the 19th and the 43rd month following today's closing.

The Group has the potential to receive an earn-out of €750 million depending on the future financial performance of the new entity2 .

Balance sheet optimization and repayment of bonds

Vivendi has total outstanding bond debt of €6.7 billion with an average remaining term of 4 years at an average rate of 4.1%. In order to enhance the efficiency of its balance sheet, the Group has decided:

• a) To allocate a portion of the sale proceeds to the early redemption of all 8 tranches of its euro and U.S. dollar denominated bonds that have a make-whole call option, representing a total principal amount of €4.25 billion3 and US\$0.6 billion4 . This transaction, which will be completed before the end of the year, will result in a cash payment of approximately €0.6 billion in addition to the principal amount of €4.7 billion;
• b) To take the necessary measures for the tranches that do not contain a make-whole call option (€1.95 billion in total)5 in order to enable early repayment of these bonds if it so chooses.

¹ Volume Weighted Average price (VWAP) of Numericable Group's share price over the 20 business days before the completion date grossedup by an annual rate of 5% during the period ranging from the closing of the transaction until the date of exercise of the call option.

3 Make-Whole: Euros

	Vivendi EUR	1.050.000.000 4.75%		maturity: July 13, 2021
	Vivendi EUR	500.000.000 4.875%		maturity: November 30, 2018
	Vivendi EUR	1.250.000.000 4.125%		maturity: July 18, 2017
	Vivendi EUR	700.000.000 2.50%		maturity: January 15, 2020
	Vivendi EUR	750.000.000 2.375%		maturity: January 21, 2019

4 Make-Whole: US Dollars

	Vivendi USD	700.000.000 6.625%	maturity: 2018
	Vivendi USD	650.000.000 3.450%	maturity: 2018
	Vivendi USD	800.000.000 4.750%	maturity: 2022

5 Bonds Tranches without Make-Whole Option

	Vivendi EUR	500.000.000 4.25%	maturity: December 1, 2016
	Vivendi EUR	700.000.000 4.875%	maturity: Decembre 2, 2019
	Vivendi EUR	750.000.000 4%	maturity: Mars 31, 2017

About Vivendi

Vivendi groups together leaders in content and media. Canal+ Group is the French leader in pay-TV, also operating in French-speaking Africa, Poland and Vietnam; its subsidiary Studiocanal is a leading European player in production, acquisition, distribution and international film and TV series sales. Universal Music Group is the world leader in music. Vivendi Village brings together Vivendi Ticketing, Wengo (expert counseling) and Watchever (subscription video-on-demand). In addition, Vivendi currently owns GVT a fixed very high-speed broadband, fixed-line telephony and pay-TV services operator in Brazil. www.vivendi.com

Important Disclaimers

Cautionary Note Regarding Forward Looking Statements. This press release contains forward-looking statements with respect to the financial condition, results of operations, business, strategy, plans and outlook of Vivendi, including the impact of certain transactions. Although Vivendi believes that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to the risks related to antitrust and other regulatory approvals as well as any other approvals which may be required in connection with certain transactions and the risks described in the documents Vivendi filed with the Autorité des Marchés Financiers (French securities regulator), which are also available in English on Vivendi's website (www.vivendi.com). Investors and security holders may obtain a free copy of documents filed by Vivendi with the Autorité des Marchés Financiers at www.amffrance.org, or directly from Vivendi. Accordingly, we caution you against relying on forward looking statements. These forward-looking statements are made as of the date of this press release and Vivendi disclaims any intention or obligation to provide, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Unsponsored ADRs. Vivendi does not sponsor an American Depositary Receipt (ADR) facility in respect of its shares. Any ADR facility currently in existence is "unsponsored" and has no ties whatsoever to Vivendi. Vivendi disclaims any liability in respect of any such facility.