Page 109 - 2012 Annual Report

109
VIVENDI l 2012 l Annual Report
3
3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 2 - ADDITIONAL INFORMATION ABOUT THE COMPANY
SHARE CAPITAL
2.2.7. Performance Shares
Since 2006, the company has granted performance shares subject to
the satisfaction of certain performance conditions for the year in which
they are granted. These performance conditions are the Group’s adjusted
net income and operating cash flow. In addition, for performance shares
granted since 2009, the performance of Vivendi shares against two trading
indices (Stoxx Europe 600 Telecommunications and a selected portfolio
of Media securities) is an additional performance condition that has
been used. All performance shares vested if the weighted total of the
three performance conditions reached or exceeded 100%; 50% of the
performance shares vested if the weighted total of the three performance
conditions achieved the applicable value thresholds; no shares were
granted if the weighted total of the three performance conditions was
lower than the applicable value thresholds.
For 2012, the right to performance shares vests at the end of a period
of two years from the date of grant and is subject to the satisfaction
of presence and the achievement of new performance conditions, as
assessed at the end of a period of two consecutive years, an internal
indicator (70%) determined by an EBITA margin rate (adjusted operating
income/revenues) that will be recorded as of December 31, 2013 on
a cumulative basis for 2012 and 2013 and external indicators (30%)
determined by the performance of Vivendi stock from January 1, 2012 to
December 31, 2013 in comparison to two trading indices: Stoxx Europe
600 Telecommunications (70%) as well as the value of a selected portfolio
of Media securities (30%). 100% of the shares will be granted if the
weighted total of the internal and external indicators reaches or exceeds
100%; 50% will be definitively granted if the weighted total of the internal
and external indicators reaches the applicable value thresholds, and no
shares will be definitively granted if the weighted total of the internal and
external indicators is lower than the applicable value thresholds.
Performance shares that are registered in an account opened in the name
of the beneficiaries at the end of a two-year period must be retained by
the beneficiaries for an additional two-year period.
In 2012, a total of 980,612 shares were granted to beneficiaries at the
end of the vesting period of the rights granted under the 2008/04 US and
2010 performance share plans. 1,110 shares from the 2011 plan were
granted to the eligible beneficiaries of deceased beneficiaries of shares
and 138,191 rights were canceled upon the termination of employment of
certain beneficiaries.
For more details, please refer to Section 3.3 below and to the appendix
of this section.
2.2.7.1. ADJUSTMENT OF RIGHTS FOLLOWING
THE GRANT OF BONUS SHARES TO
SHAREHOLDERS
In accordance with Articles L.225-181 and L.228-99 of the French
Commercial Code, the stock subscription option and performance share
plans were adjusted to account for the bonus shares granted to all
shareholders in the ratio of one new share for each 30 existing shares
that took place on May 9, 2012 by withdrawal from the reserves.
The adjustment, which is intended to enable the beneficiaries to invest the
same amount as planned at the time the rights were granted, resulted in:
✱ an increase in the number of options granted and a decrease in their
exercise price; and
✱ an increase in the number of performance share rights under the 2011
and 2012 plans.
The adjustment ratio of 0.967742 was calculated based on the ratio of
existing shares to the total number of existing and newly created shares
under the bonus share grant.