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Information about the Company
| Corporate Governance | Reports
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:
to provide communication and telecommunication services, directly or
indirectly, and interactive services, to individual, business or public sector
customers; to market products and services related to the foregoing; to
engage in 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 to the Company’s assets and liquidation surplus, in a
proportion equal to the portion of the share capital it represents.
Whenever a certain number of shares is necessary to exercise a right,
shareholders may only exercise such rights if they possess the required
number of 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 changes to 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 by videoconference or other form of remote
transmission. If applicable, this decision shall be published in the meeting
notice and convening 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: (i) the recording
of his or her shares on or before 11:59 p.m. (Paris time) on the second
business day
(1)
preceding the Shareholders’ Meeting (the “Record
Date”), whereby:
p
p
registered shareholders are comprised of those shareholders
identified in the nominative share register on file with the Company;
p
p
bearer shareholders are comprised of those shareholders identified
as holders of record in the bearer share register on file with the
authorized intermediary;
and (ii), if necessary, 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.
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.
(1)
Decree 2014-1466 of December 8, 2014, Article 4.
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Annual Report 2014