106
Annual Report -
2013
-
Vivendi
Information About The Company
| Corporate Governance | Reports
3
Memorandum and By-Laws
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
or Special 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 by mail, either in paper form or, where approved
by the Management Board and published in the notice of meeting and
the convocation notice, by fax or e-mail. Proxy or voting forms sent by
mail must be received by the Company by 3:00 p.m. (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 identification of the shareholder as well as authentication of
his or her vote.
Shareholders’ Meetings are chaired by the Chairman of the Supervisory
Board.
Each shareholder is entitled to a number of votes at all Shareholders’
Meetings equal to the number of shares he or 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 for the year as the difference between the two, after
deducting amortization, depreciation and any 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, under the same conditions, if, for any reason,
the legal reserve falls below this percentage.
The Shareholders’ Meeting may set aside such sums as the
Management Board deems appropriate for transfer to contingency
funds, ordinary or extraordinary reserves, retained earnings, or for
distribution.
Distributable earnings are equal to net income for the fiscal year,
less losses carried forward and allocations to reserves, pursuant to
applicable law or Vivendi’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 is not permitted to be distributed
under any applicable law or Vivendi’s by-laws.
Revaluation surpluses may not be distributed, but may be wholly or
partially capitalized.
The Shareholders’ Meeting may resolve to distribute funds deducted
from available reserves by specifically identifying the reserve line items
from which such withholdings are to be distributed.
The terms of dividend payments are determined by the Shareholders’
Meeting or, if it fails to make such determination, by the Management
Board. Dividends must be paid no later than nine months after the close
of the fiscal year, unless extended by court order.
The Annual General 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 five years from the date of such
dividend payment 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.
2.1.7.
Provisions Governing the Ownership Threshold Above Which Shareholder Ownership Must
Be Disclosed
Pursuant to Article 5 of Vivendi’s by-laws, the Company may, at any time
and in accordance with applicable laws and regulations, 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 of 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 e-mail address:
