Annual report 2014

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3 Information about the Company | Corporate Governance | Reports
Memorandum and By-Laws
The proxy or voting form may, if necessary, contain the shareholder’s
electronic signature, authenticated by a reliable and secure 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.
Pursuant to Article 7 of Law no. 2014-384 of March 29, 2014 – the “Loi
Florange”, codified under Article L.225-123 of the French Commercial
Code – as from April 3, 2016, a double voting right is automatically
granted to each share continuously held in the registered form as from
April 2, 2014.
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 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:
Failure by shareholders or their intermediaries to disclose such information
may, under the conditions stipulated by law, lead to the suspension or
suppression of dividends or voting rights attached to such shares.
Any person, acting alone or in concert, who becomes the direct or indirect
holder of a fraction of the share capital, voting rights or securities giving
rights to the share capital of the Company equivalent to or in excess
of 0.5%, or a multiple thereof, shall send a notice to the Company, by
registered letter with acknowledgment of receipt, within 15 calendar
days of crossing any of these thresholds. This notice shall specify the
aggregate number of shares, voting rights or securities giving rights to
the share capital of the Company that such person directly or indirectly
holds, whether alone or in concert.
A person who fails to comply with this notification requirement is subject
to penalties in accordance with applicable law, upon a request by one or
more shareholders holding at least 0.5% of the Company’s share capital.
Any person, acting alone or in concert, is also required to inform the
Company within 15 calendar days if the percentage of share capital
or voting rights that such person holds falls below any of the above-
mentioned thresholds.
2.1.8. Provisions Governing Changes in Share Capital where such Conditions are more Stringent
than Required by Law
Not applicable.
94 Annual Report 2014