Page 103 - 2012 Annual Report

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VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 2 - ADDITIONAL INFORMATION ABOUT THE COMPANY
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 main corporate purpose of
the company, directly or indirectly, in France and in all other countries, is as
follows: to provide any communication and telecommunication activities,
directly or indirectly, and any interactive services, to individual, business
or public sector customers, to market any products and services related to
the foregoing, to engage in any commercial, industrial, financial 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 form or bearer form,
subject to applicable laws and regulations.
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 several shares is necessary to exercise any rights,
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. Action Necessary to Change the Rights of Shareholders
Vivendi’s by-laws do not contain any provisions that are more restrictive
than those required by law in relation to any changes in the company’s
share capital or to 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 teletransmission. If applicable, this decision shall be
published in the meeting notice.
The Workers’ Committee may also appoint two of its members to attend
Shareholders’ Meetings. The Chairman of the Management Board or any
other authorized person notifies the Workers’ Committee, by any means,
of the date and location of Shareholders’ Meetings.
Each shareholder, without regard to the number of shares held, is entitled,
upon proof of his/her identity and capacity as a shareholder, to participate
in Shareholders’ Meetings, subject to:
(i) the recording of his/her shares on the third business day preceding
the Shareholders’ Meeting (the “Record Date”), at 00:00 am (Paris
time), 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;
(ii) the provision to the company of any documents required to prove such
shareholders’ identity, in accordance with applicable law.