108
Annual Report -
2013
-
Vivendi
Information About The Company
| Corporate Governance | Reports
3
Share Capital
2.2.3.
Authorized but Non-Issued Share Capital
Details of delegations of authority and authorizations approved by the Combined Shareholders’ Meetings of April 21, 2011 and April 30, 2013 are
presented 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)
13
th
– 2013 26 months (June 2015)
(a)
1.5 billion, i.e. 20.6% of the share capital
Capital increase by incorporation of reserves
and grant of shares to shareholders
15
th
– 2013 26 months (June 2015)
(b)
1 billion, i.e. 13.7% 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
Contributions in kind to the Company
14
th
– 2013 26 months (June 2015)
(b)
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)
16
th
– 2013 26 months (June 2015)
(b)(c)
Maximum of 2% of the share capital
on the Management Board’s decision date
17
th
- 2013 18 months (Oct. 2014)
Stock options (options to subscribe for new shares only)
Exercise price fixed without discount
12
th
–
2011 38 months (June 2014)
(d)
Maximum of 1% of the share capital
on the Management Board’s grant date
Allotment of existing or future performance shares
13
th
–
2011 38 months (June 2014)
(e)
Maximum of 1% of the share capital
on the grant date
Share repurchase program
Transactions
Resolution number
– Year
Duration of the
authorization (expiry
date)
Main Terms
Share repurchases
11
th
- 2013 18 months (Oct. 2014)
(f)
10% of the share capital
Maximum purchase price: €30
Share cancellations
12
th
- 2013 18 months (Oct. 2014)
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)
This amount is applied to the maximum total amount of €1.5 billion, set in the thirteenth resolution of the 2013 General Shareholders’ Meeting.
(c)
Used in July 2013 for 12.29 million shares, i.e., 0.92% of share capital.
(d)
Used in 2012 for 3 million shares, i.e., 0.24% of share capital. There was no allocation of stock options in 2013.
(e)
Used in 2012 for 2.14 million shares, i.e., 0.17% of share capital and in 2013 for 2.78 million shares, i.e., 0.20% of share capital.
(f)
The company did not directly purchase its own shares.
