Page 106 - 2012 Annual Report

106 VIVENDI l 2012 l Annual Report
3
3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 2 - ADDITIONAL INFORMATION ABOUT THE COMPANY
SHARE CAPITAL
2.2.3. Amount of Authorized but Non-Issued Capital
Details of delegations of authority and authorizations approved by the
Combined Shareholders’ Meeting of April 21, 2011 and submitted to the
Combined Shareholders’ Meeting of April 30, 2013 are set out below.
ISSUES OF SECURITIES WITH PREFERENTIAL SUBSCRIPTION RIGHTS
Transactions
Resolution
number – Year
Duration of the
authorization (expiry date)
Maximum nominal amount
of share capital increase
Capital increase (ordinary shares and marketable
securities giving right to shares)
13th – 2013 26 months (June 2015) (a) €1.5 billion, i.e., 20.6% of the share capital
14th – 2011 26 months (June 2013) €1.5 billion, i.e., 22.04% of the share capital
Capital increase by incorporation of reserves and
grant of shares to shareholders
15th – 2013 26 months (June 2015) €1 billion, i.e., 13.7% of the share capital
20th – 2011 26 months (June 2013) (b) €1 billion, i.e., 14.69% of the share capital
ISSUES OF SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
Transactions
Resolution
number – Year
Duration of the
authorization (expiry date)
Maximum nominal amount
of share capital increase
Capital increase (ordinary shares and any securities
giving right to shares)
- n/a n/a
15th – 2011 26 months (June 2013) (b, c) €1 billion i.e., 14.69% of the share capital
Contributions in kind to the company
14th – 2013 26 months (June 2015) (c) 10% of the share capital
17th – 2011 26 months (June 2013) (d) 10% of the share capital
ISSUES RESERVED FOR EMPLOYEES OF VIVENDI
Transactions
Resolution
number – Year
Duration of the
authorization (expiry date) Main terms
Share capital increase through the Group’s Savings
Plan (PEG)
16th – 2013 26 months (June 2015) (c) Maximum of 2% of the share capital on
the Management Board’s decision date 17th – 2013 18 months (Oct 2014)
18th – 2011 26 months (June 2013) (e) Maximum of 2% of the share capital on
the Management Board’s decision date 19th – 2011 18 months (Oct 2012)
Stock options (options to subscribe for shares only)
Exercise price fixed without discount
12th – 2011 38 months (June 2014) (f) Maximum of 1% of the share capital on
the Management Board’s decision date
Allotment of existing or future bonus shares
13th – 2011 38 months (June 2014)
(g) Maximum of 1% of the share capital
at grant date
SHARE REPURCHASE PROGRAM
Transactions
Resolution
number – Year
Duration of the
authorization (expiry date) Main terms
Share repurchases 11th – 2013 18 months (Oct 2014) 10% of the share capital
Maximum purchase price: €30
9th – 2012 18 months (Oct 2013) (h) 10% of the share capital
Maximum purchase price: €25
Share cancellations 12th – 2013 18 months (Oct 2014) 10%of the share capital over a 24-month period
11th – 2011 18 months (Oct 2012) 10% of the share capital over a 24-month period
n/a: not applicable.
(a) Aggregate maximum amount for capital increases, all transactions included.
(b) Used on May 9, 2012, for 41.6 million shares, i.e., 3.33% of share capital (grant of bonus shares to all shareholders in the ratio of one new share per
30 existing shares held).
(c) This amount will be deducted from the aggregate nominal amount of €1.5 billion set forth in the 14th resolution of the 2013 Combined Shareholders’
Meeting.
(d) Used on September 27, 2012 for 22.3 million shares (consideration for the contribution received from Bolloré Media).
(e) Used in 2011 for 9.37 million shares, i.e., 0.75% of share capital and in 2012 for 12.3 million shares, i.e., 0.94% of share capital.
(f) Used in 2012 for 3 million shares, i.e., 0.24% of share capital.
(g) Used in 2012 for 2.14 million shares, i.e., 0.17% of share capital.
(h) Used for 1.112 million shares, i.e., 0.08% of share capital.