Page 104 - 2012 Annual Report

104 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 2 - ADDITIONAL INFORMATION ABOUT THE COMPANY
MEMORANDUM AND BY-LAWS
The registration or recording of shares in the bearer share account held by
the authorized intermediary is authenticated by a shareholding certificate
(attestation de participation) delivered by said intermediary in accordance
with legal and statutory provisions.
Pursuant to Article 17 of Vivendi’s by-laws, voting rights attached to
shares belong to usufruct holders (usufruitiers ) in Ordinary Shareholders’
Meetings and to legal owners of title (nu-propriétaires) in Extraordinary
Shareholders’ Meetings, unless otherwise agreed by both parties,
provided that the company is notified of such agreement by said parties.
Subject to applicable laws and regulations, shareholders may send their
proxy and voting forms for any Shareholders’ Meeting to the company by
mail, either in paper form or, where resolved by the Management Board
and published in the notice of meeting, by teletransmission. Proxy and
voting forms must be received by the company prior to 3:00 pm (Paris time)
on the day prior to the Shareholders’ Meeting.
The proxy or voting form may, if necessary, contain the shareholder’s
electronic signature, authenticated via a reliable security process,
enabling the identification of the shareholder as well as the shareholder’s
vote.
Shareholders’ Meetings are chaired by the Chairman of the Supervisory
Board.
Each shareholder is entitled to a number of votes equal to the number of
shares he/she owns or represents.
2.1.5. Determination, Allocation and Distribution of Net Earnings
Pursuant to Article 19 of Vivendi’s by-laws, the statement of income
summarizes income and expenses for the fiscal year, showing statutory net
income as the difference between the two, after deducting amortization,
depreciation and provisions.
At least 5% of the fiscal year’s earnings, reduced, where applicable, by
deferred losses, shall be withheld for allocation to the statutory reserve
fund. This withholding ceases to be mandatory when the statutory
reserve fund reaches an amount equal to 10% of the share capital. Such
deductions shall resume if, for any reason, the legal reserve falls below
this percentage.
The Shareholders’ Meeting shall set aside such amounts as the
Management Board deems appropriate for transfer to contingency funds,
ordinary or extraordinary revenue reserves, retained earnings or for
distribution.
Distributable earnings are equal to the net income for the fiscal year, less
losses carried forward and amounts allocated to reserves, pursuant to
applicable law or the company’s by-laws, plus earnings carried forward
from previous fiscal years.
Dividends are first paid out of current earnings.
Except in the event of a reduction in share capital, no dividends shall
be distributed to shareholders when shareholders’ equity is, or would
become as a result of such distribution, less than the amount of the share
capital plus reserves, which are not permitted to be distributed pursuant
to applicable law or the company’s by-laws.
Revaluation surpluses may not be distributed, but may be wholly or
partially capitalized.
The Shareholders’ Meeting may resolve to distribute funds from available
reserves by specifically identifying the reserve line items from which such
funds shall be distributed.
The terms of dividend payments are determined by the Shareholders’
Meeting or, upon failing to make such determination, by the Management
Board. Dividends must be paid no later than nine months following the end
of the fiscal year, unless extended by court order.
The Shareholders’ Meeting has the right to grant each shareholder the
option to receive all or part of the annual dividend or interim dividend
distributed in the form of cash, shares or payment in kind.
Dividends that remain unclaimed 5 years from the dividend payment dates
are no longer distributable pursuant to statutory limitation rules.
2.1.6. Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control
Vivendi’s by-laws do not contain any provisions that would have the effect
of delaying, deferring or preventing a change in control of the company.
Pursuant to Article 5 of Vivendi’s by-laws, the company may, at any time
and in accordance with applicable laws and regulations, use the procedure
known as titres au porteur identifiable (TPI) to request the relevant central
depository for financial instruments to provide it with information in
relation to any of the company’s securities that confer a right to vote
(either immediately or in the future) at Shareholders’ Meetings.
Personal data and information obtained are used solely for the purpose
of identifying the owners of bearer shares and analyzing Vivendi’s share
ownership structure on any given date. In accordance with the provisions
of the French Law dated January 6, 1978, owners of securities have
the right to access, amend and delete any personal information about
themselves. To do so, a request must be submitted to Vivendi’s Legal
department or to the following email address:tpi@vivendi.com.
Failure by shareholders or their intermediaries to disclose such information
may lead to the suspension or suppression of dividends or voting rights.
2.1.7. Provisions Governing the Ownership Threshold Above Which Shareholder Ownership Must be Disclosed