105
Annual Report -
2013
-
Vivendi
Information About The Company
| Corporate Governance | Reports
3
Memorandum and By-Laws
Section 2
Additional Information About The Company
2.1.
Memorandum and By-Laws
2.1.1.
Corporate Purpose
Pursuant to Article 2 of Vivendi’s by-laws, the Company’s main corporate
purpose, directly or indirectly, in France and in all other countries, is
as follows: to provide communication and telecommunication services,
directly or indirectly, and any interactive service, to individual, business
or public sector customers; to market any products and services related
to the foregoing; to engage in any commercial, industrial, financial,
securities and real estate transactions, directly or indirectly, related to
the aforementioned purpose or to any other similar or related purpose,
or contributing to the achievement of such purpose; and more generally
the management and acquisition, either by subscription, purchase,
contribution, exchange or through any other means, of shares, bonds
and any other securities of companies already existing or yet to be
formed, including the right to sell such securities.
2.1.2.
Rights, Preferences and Restrictions Attached to the Company’s Shares and to Each Class
of Existing Shares, if Applicable
Pursuant to Articles 4 and 5 of Vivendi’s by-laws, the shares are all of
the same class and may be held in either registered or bearer form,
unless stipulated otherwise by law.
Pursuant to Article 6 of Vivendi’s by-laws, each share carries a right
of ownership of the Company’s assets and liquidation surplus, in a
proportion equal to the portion of the share capital it represents.
Whenever the accumulation of a certain number of shares is necessary
to exercise a right, shareholders may only exercise such rights if they
combine the necessary shares. Subscription rights attached to shares
belong to the holder of the usufruct rights (
usufruitier
).
2.1.3.
Description of Actions Necessary to Change the Rights of Shareholders
Vivendi’s by-laws contain no provisions that are more restrictive than
those required by law in relation to any changes in the Company’s share
capital or the rights attached to the Company’s shares.
2.1.4.
Shareholders’ Meetings
Pursuant to Article 16 of Vivendi’s by-laws, Shareholders’ Meetings are
convened and held in accordance with applicable law.
Shareholders’ Meetings are held at the Company’s registered office or at
any other place indicated in the meeting notice. When convening such a
meeting, the Management Board may decide to publicly broadcast the
Shareholders’ Meeting in full, either by means of videoconference or
another form of remote transmission. If applicable, this decision shall
be published in the meeting notice.
The Works Council may also appoint two of its members to attend
Shareholders’ Meetings. The Chairman of the Management Board
or any other authorized person will notify the Works Council, by any
means, of the date and location of Shareholders’ Meetings that have
been convened.
Each shareholder, without regard to the number of shares held, is
entitled, upon proof of his or her identity and standing as shareholder,
to participate in Shareholders’ Meetings, subject to the recording of his
or her shares on or before 11:59 p.m. (Paris time) on the third business
day preceding the Shareholders’ Meeting (the “Record Date”), whereby:
registered shareholders are comprised of those shareholders
identified in the nominative share register on file with the
Company, and
bearer shareholders are comprised of those shareholders identified
as holders of record in the bearer share register on file with the
authorized intermediary;
and, if necessary, subject to the provision to the Company of any
documents required to prove such shareholders’ identity, in accordance
with current law.
The registration or recording of shares in the bearer share account held
by the authorized intermediary will be authenticated by a shareholding
certificate (
attestation de participation
) delivered by said intermediary
in accordance with legal and statutory provisions.
