Page 269 - 2012 Annual Report

269
VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18 Equity
Note 18. Equity
Share capital of Vivendi SA
(in thousands) December 31, 2012 December 31, 2011
Common shares outstanding (nominal value: €5.5 per share) 1,323,962 1,247,263
Treasury shares (1,461) (1,329)
Voting rights 1,322,501 1,245,934
The increase in the number of common shares outstanding in 2012 is due
to the grant of 41.6 million bonus shares to Vivendi SA shareholders in
May 2012 (please see below), the acquisition of the Direct 8 and Direct
Star channels in exchange for 22.4 million shares in September 2012
(please refer to Note 2.2) as well as the employee stock purchase plan
(12.3 million shares) of July 2012 (please refer to Note 21).
As of December 31, 2012, Vivendi held 1,461 thousand treasury shares,
or 0.11% of its share capital. These shares are backed to the hedging of
performance share plans. The carrying value of the portfolio amounted to
€25 million as of December 31, 2012 and its market value amounted to
€25 million as of December 31, 2012.
In addition, as of December 31, 2012, approximately 53 million stock
options were outstanding, representing a maximum nominal share capital
increase of €294 million or 4.03% of the company’s share capital.
Non-controlling interests
(in millions of euros) December 31, 2012 December 31, 2011
Activision Blizzard 1,183 1,009
Maroc Telecom Group 1,073 1,131
Canal+ Group 692 471
Other 23 12
Total 2,971 2,623
Distributions to shareowners of Vivendi SA and its subsidiaries
Dividend proposed by Vivendi SA with respect to fiscal year 2012
On February 18, 2013, the date of Vivendi’s Management Board’s meeting
which approved its Consolidated Financial Statements as of December 31,
2012 and the appropriation of earnings for the fiscal year then ended,
Vivendi’s Management Board decided to propose to shareowners a
dividend distribution of €1 per share, which would represent a total
distribution of approximately €1.3 billion to be paid in cash on May 17,
2013, following the coupon detachment on May 14, 2013, by withdrawal
from the reserves. This proposal was presented to, and approved by,
Vivendi’s Supervisory Board at its meeting held on February 22, 2013.
The additional contribution of 3% on dividends will be recorded as a tax
charge upon the payment of the dividend on May 17, 2013.
Dividend paid by Vivendi SA with respect to fiscal year 2011
At the Annual General Shareholders’ Meeting of April 19, 2012, Vivendi’s
shareholders approved the Management Board’s recommendations
relating to the allocation of distributable earnings for fiscal year 2011.
As a result, the dividend payment was set at €1 per share, representing a
total distribution of €1,245 million, paid in cash on May 9, 2012, following
the coupon detachment on May 4, 2012.
Bonus shares granted to Vivendi SA shareowners
At its meeting held on February 29, 2012, following the Supervisory
Board’s recommendation, Vivendi’s Management Board decided to grant to
its shareowners one bonus share for each 30 shares held. This transaction
resulted in the issuance on May 9, 2012, by a €229 million withdrawal
from additional paid-in capital, of 41.6 million new shares with a nominal
value of €5.5 each and entitlement as from January 1, 2012.