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Exhibit 1.1
[VIVENDI UNIVERSAL LOGO]
" S T A T U T S "
(MEMORANDUM AND ARTICLES OF ASSOCIATION)
Updated June 28, 2001
Public limited company (Societe Anonyme) with share capital of 5,971,217,208
euros Registered Office : 42 Avenue de Friedland - 75008 Paris Company
Registration No. 343 134 763 Paris
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TITLE I.
LEGAL FORM - LEGISLATION - PURPOSE - CORPORATE NAME -
REGISTERED OFFICE - TERM
ARTICLE 1 - Legal Form - Legislation
The Company is a societe anonyme governed by the laws of France. It was formed
in Paris by deed of December 11, 1987. The Company is governed by present and
future legislative and regulatory provisions as well as by these corporate
statutes.
ARTICLE 2 - Purpose
The corporate purpose is, directly and indirectly, in France and in all
countries:
- to engage in the following businesses, for individual, business and
public sector customers:
- all direct or indirect communications activities, and in
particular the Internet, multimedia and audiovisual
activities, imaging, cinema, music, advertising, press,
publishing and telecommunications, all interactive services
and products related to the foregoing;
- all activities related, directly or indirectly, to the
environment, and in particular water, wastewater treatment,
energy, transport, waste management and all related products
and services, whether or not for collective use;
- secondarily, all activities related to the wine and spirit
business which could be temporarily exercised within the
framework of the acquisition of companies whose main activity
is one of the aforementioned activities;
- the management and acquisition, by way of subscription, purchase,
contribution, exchange or through any other means, of shares, bonds and
any other securities of companies already existing or to be formed and the
right to sell such share interests;
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- and more generally any commercial, industrial, financial
transactions and all transactions related to movable or immovable property
which are directly or indirectly related to the above purpose.
ARTICLE 3 - Corporate Name
The name of the company is: "VIVENDI UNIVERSAL."
ARTICLE 4 - Registered Office
The registered office is 42, avenue de Friedland, Paris (8th district).
The registered office may be transferred to any other place in the same city or
in a neighboring department by decision taken by the Board of Directors subject
to approval by the next Ordinary Shareholders' Meeting and to any other place
pursuant to a decision taken by an Extraordinary Shareholders' Meeting.
ARTICLE 5 - Term
The term of the company shall last until December 17, 2086, except in the case
of early dissolution or extension to be decided by Extraordinary Shareholders'
Meeting.
TITLE II.
SHARE CAPITAL - SHARES
ARTICLE 6 - Share Capital
1. The share capital is represented by shares.
2. The nominal amount of each share is 5.50 Euros.
3. The share capital is 5,971,217,208 Euros divided into 1,085,675,856
shares, all of the same class and fully paid up.
4. The share capital may be increased, reduced, amortized or divided by way
of a decision adopted by the competent Shareholders' Meeting.
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ARTICLE 7 - Shares
Shares must be registered. They are recorded in an individual account subject to
compliance with current legal and regulatory requirements.
After the admission of the shares of the Company to trading on a regulated
market, the following provisions will be substituted for the first paragraph of
the present article.
1. Fully paid-up shares may, at the shareholder's election, be in the form of
registered shares or bearer shares, unless specific legal or regulatory rules
provide otherwise.
2. Shares must be registered until they are fully paid up.
3. Shares shall be recorded in the Company's books or with an approved
intermediary subject to the terms and conditions set forth by law.
4. Subject to compliance with legal and regulatory requirements, the Company
may request from any institution or intermediary any information allowing for
the identification of the shareholders or holders of securities issued by the
Company and which grant, whether immediately or over time, a voting right in its
Shareholders' Meetings, and may in particular ask how many such securities are
held by each shareholder.
5. Any person acting alone or in concert which begins to hold or ceases
holding directly or indirectly a fraction of the capital or a fraction of voting
rights or securities convertible into shares of the Company exceeding 0.5% or a
multiple of this fraction, shall be obliged to notify the Company, by registered
letter, within fifteen days after crossing one of these thresholds, of the total
number of shares, voting rights or securities convertible into shares, that the
said person holds alone, whether directly, indirectly, or in concert.
6. Shareholders who fail to comply with the above provisions shall be
deprived of their voting rights for those shares or rights related to shares in
excess of the unreported fraction. Such loss of rights shall apply to any
Shareholders' Meeting held until after the expiration of a term of two years
following the date upon which the aforementioned notification shall have been
made, if such loss of right is requested by one or more Shareholders holding no
less than 0.5% of the Company's share capital. This request shall be recorded in
the minutes of the Shareholders' Meeting.
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ARTICLE 8 - Rights and Obligations Attached to the Shares
1. Each share gives its owner a right to the ownership of the corporate
assets and of any liquidation surplus on a pro rata basis of the fraction of the
share capital it represents.
2. Each time it is necessary to hold a certain number of shares in order to
exercise a right, the Shareholders who do not own the said number of shares
shall be responsible, where applicable, for grouping the shares corresponding to
the number required.
3. Each share grants its holder the right to vote at Shareholders' Meetings
subject to the conditions set forth under Article 18 of these corporate
statutes.
4. The subscription right attached to the shares belongs to the usufruitier.
5. Ownership of a share implies acceptance of the Company's corporate
statutes and of decisions taken by the Shareholders' Meetings and by the Board
of Directors in accordance with a delegation granted by the Shareholders'
Meeting.
TITLE III. MANAGEMENT AND AUDIT OF THE COMPANY
CHAPTER 1: BOARD OF DIRECTORS
ARTICLE 9 - Composition of the Board of Directors
The Company is managed by a Board of Directors which shall be composed of no
less than three members and no more than eighteen members, subject to the
exception set forth by law in case of a merger.
Nevertheless, the Board of Directors will be composed of twenty members until
December 31, 2001 and nineteen members until December 31, 2002.
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ARTICLE 10 - Term of Office of the Directors - Age Limit
1. The members of the Board of Directors shall be appointed for a maximum
term of four years subject to provisions relating to age limits. This term may
be renewed.
2. The term of office of a Director shall expire at the conclusion of the
Shareholders' Meeting reviewing the financial statements for the preceding year
and which is held during the year in which his term of office expires.
3. At the conclusion of each annual Shareholders' Meeting, the number of
Directors who have reached the age of 70 before the end of the year for which
financial statements are reviewed by the meeting shall not be more than one
fifth of the number of Directors in office. When this limit is exceeded, the
oldest Directors shall be deemed to have resigned after the said Shareholders'
Meeting.
4. In any event, the term of office of a Director shall expire no later than
the date of the Shareholders' Meeting reviewing the financial statements for the
year during which he reaches the age of 75. However, honorary Chairmen appointed
by the Board of Directors may after that age continue to attend the meetings of
the Board of Directors without any right to vote thereat.
5. Provisions regarding the age limit shall be applicable to permanent
representatives of a legal person acting as director.
6. In case of vacancy of one or more directorships because of death or
resignation, the Board of Directors may make provisional appointments between
two Shareholders' Meetings.
7. Each Director must own no less than seven hundred and fifty shares during
his term of office. These shares are to be held in a registered account.
ARTICLE 11 - Meetings - Deliberations of the Board
1. The Board of Directors meets whenever required in the interests of the
Company, upon being convened by its Chairman.
2. Directors representing no less than one third of the members of the Board
of Directors may convene a meeting of the Board and must in such case indicate
the agenda of the meeting.
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3. Meetings take place at the registered office or in any other place
indicated in the notice. They are chaired by the Chairman of the Board of
Directors. In case the Chairman is unable to attend or is absent, the meetings
are chaired by the Vice-Chairman, or in his absence by a Director appointed by
the Board.
4. If this is permitted by law, the resolutions of the Board of Directors may
be taken by way of a telephone conference or video conference or by written
consultation of the members of the Board.
5. Any Director, by way of any written or electronic medium, grant another
director the power to represent him or to vote in his place during a specific
meeting of the Board. However, a Director may only represent one other Director.
6. In order to be valid, decisions must be taken by at least one-half of the
members of the Board. Decisions are taken by a majority of the members
participating or represented. In case of a tie, the Chairman shall have a
casting vote.
7. The Board may appoint a Secretary who is not required to be one of its
members.
8. Minutes of the deliberations are prepared and copies or excerpts are
delivered and certified in accordance with provisions of law.
ARTICLE 12 - Powers of the Board of Directors
1. The Board of Directors has the broadest powers in order to act in all
circumstances on behalf of the Company and to take all decisions related to
management and disposal of assets. The Board of Directors shall exercise these
powers within the limit of the corporate purpose, subject only to the powers
granted by law to Shareholders' Meetings.
2. The decisions of the Board of Directors are implemented either by the
Chairman or by the Chief Operating Officers or by any special delegate appointed
by the Board.
3. In addition, the Board may grant, to one of its members or to third
parties, special powers for one or more specific purposes, with or without the
right for them to grant themselves any or all total or partial delegations of
such powers.
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4. The Board may also decide to create committees responsible for reviewing
matters referred to them either by the Board of Directors or by the Chairman.
ARTICLE 13 - Compensation of Directors
1. As compensation for their work, the Directors shall receive a fixed annual
amount, as directors' fees. The amount of these directors' fees is set by the
Shareholders' Meeting.
2. The Board allocates freely the amount of these directors' fees among its
members. The Board may in particular allocate a higher amount to those Directors
who are members of Committees.
3. The Board may also grant exceptional compensation for assignments or
missions entrusted to Directors. Such compensation is subject to legal
provisions regarding contracts subject to prior approval by the Board of
Directors.
ARTICLE 14 - Director Appointed by the Employees
1. If the percentage of the share capital held by employees and retired
employees of the Company and its subsidiaries under the Group Savings Scheme set
up by the Company represents more than 5% of the Company's share capital, a
Director shall be appointed from among the employee members of the Supervisory
Board of the Company's mutual funds which are composed for at least 90% of whose
assets comprise the Company shares. The Director representing the employee
shareholders is not taken into account in order to calculate the maximum number
of members of the Board of Directors determined in Article 9.
A representative of the employees may upon the proposal of the Chairman of the
Board of Directors, be designated as Director by the Ordinary Shareholders'
Meeting provided that its office will automatically end upon the designation of
a Director pursuant to the previous paragraph.
2. If for any reason whatsoever, the Director appointed by the Shareholders'
Meeting under the preceding paragraph 1 ceases being simultaneously an employee
of the company or one of its subsidiaries and, as the case may be, a member of a
mutual fund defined above, the said Director shall be deemed to have resigned
upon the expiration of a term of one month from the day upon which he shall lose
either of these two capacities.
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3. In this case or in case of death or resignation, the Board of Directors
may between two Shareholders' Meetings provisionally appoint a Director provided
that the new Director shall have the two capacities set out above.
4. Prior to the ordinary Shareholders' Meeting convened in order to appoint a
Director representing the employee Shareholders pursuant to paragraph 1, section
1 of this article, the said Director shall be nominated in accordance with the
following procedure.
5. Candidates to this function shall be designated by the mutual fund's
Supervisory Board and shall be selected from among the Supervisory Board's
members at the request of the Chairman of the Board of Directors.
6. The Supervisory Board's decision is recorded in minutes indicating the
list of candidates and the number of votes cast in favor of candidates as well
as the number of candidates validly designated by the Supervisory Board and
whose number shall be at least equal to twice the number of Directors to be
elected.
7. The minutes and list of candidates referred to above are attached to the
notice convening the Shareholders' Meeting.
8. Each Director representing the employee shareholders must hold one share
through a mutual fund defined in the present article of these corporate
statutes, or an equivalent number of units of the fund. If, upon the day of such
Director's appointment the Director does not hold one share or an equivalent
number of units of the fund or if during his term of office he ceases holding
one share or an equivalent number of units of the fund, the Director shall be
deemed to have resigned despite the fact that he remains the Company's employee.
ARTICLE 15 - Chairman - Vice-Chairman - Chief Operating Officers
1. The Board of Directors elects from among its members a Chairman who must
be a natural person, failing which the appointment of the Chairman shall be null
and void. The Board of Directors determines the term of the Chairman's office,
which may not exceed his term of office as a Director. The Board of Directors
may remove the Chairman at any time.
2. The Chairman of the Board of Directors may be re-elected, but his term of
office shall expire no later than the date of the Shareholder's Meeting
reviewing the financial statements for the year during which the Chairman shall
reach the age of 65.
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3. However, exceptionally, the Board of Directors may extend the Chairman's
term of office for two years. In such case, the Chairman's term of office shall
expire no later than the date of the Shareholder's Meeting reviewing the
financial statements for the year during which the Chairman shall reach the age
of 67.
4. The Chairman of the Board of Directors, in his capacity as Chairman and
Chief Executive Officer, is responsible for the management of the Company and
represents the Company in its relations with third parties.
5. Subject to the powers that are by law expressly granted to the
Shareholders' Meetings or reserved for the Board of Directors, the Chairman and
Chief Executive Officer has, within the limits of the corporate purpose, the
broadest powers in order to act in all circumstances on behalf of the Company.
6. No limitation of these powers may be relied upon as against third parties.
7. Upon the proposal of the Chairman and Chief Executive Officer, the Board
of Directors may designate a Vice-Chairman. The Board determines the term of his
appointment as such, which can not exceed the length of his term as a Director.
8. If the Chairman is unable to attend or is absent, the Board of Directors'
meeting and the Shareholders' General Meeting are chaired by the Vice-Chairman.
9. Upon the proposal of the Chairman and Chief Executive Officer, the Board
may appoint Chief Operating Officers subject to the conditions set out by law.
They may be removed at any time by the Board of Directors upon a proposal made
by the Chairman.
10. In case of death, resignation or removal of the Chairman, the Chief
Operating Officer(s) shall, unless otherwise decided by the Board of Directors,
remain in office and retain their powers until the appointment of a new
Chairman.
11. In agreement with the Chairman, the Board of Directors determines the
scope and term of the powers granted to the Chief Operating Officers. When the
Chief Operating Officers are also Directors, the term of their appointment may
not exceed their term of office as Directors.
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12. The Chief Operating Officers shall have vis-a-vis third parties the same
powers as the Chairman including the power to represent the Company before
courts of law.
13. The Board of Directors determines the compensation of the Chairman and of
the Chief Operating Officer(s).
14. The term of office of the Chief Operating Officer(s) shall expire no later
than the date of the Shareholders' Meeting reviewing the financial statements
for the year during which he/they shall reach the age of 65. However, upon a
proposal made by the Chairman, their term of office shall expire no later than
the date of the Shareholders' Meeting reviewing the financial statements for the
year during which he/they shall reach the age of 67.
CHAPTER 2: AUDIT OF THE COMPANY
ARTICLE 16 - Statutory Auditors
The Company is audited by Statutory Auditors, who are appointed and carry out
their duties in accordance with provisions of law.
TITLE IV. SHAREHOLDERS' MEETINGS
ARTICLE 17 - Shareholders' Meetings
1. Shareholders' Meetings are convened and deliberate in accordance with
provisions set out by law.
2. Shareholders' Meetings take place at the registered office or in any other
location specified in the notice of convocation. The Board may decide, upon
convocation of the meeting, to publicly transmit the Shareholders' Meetings in
their entirety by videoconference and/or tele-transmission. As the case may be,
such decision will be indicated in both the notice of meeting and the notice of
convocation.
3. The right to participate in Meetings is subject to the following:
- holders of registered shares must be included in the register
of members maintained by the Company;
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- holders of bearer shares must deliver, at the place indicated
in the notice, a certificate of nontransferability of the
shares delivered by a financial intermediary.
4. These formalities must be completed no later than one day prior to the
date of the meeting. This period may be shortened by a decision of the Board of
Directors.
5. The meeting appoints a committee comprised of a Chairman, two scrutineers
and a Secretary. Meetings are chaired by the Chairman and Chief Executive
Officer or in his absence by the Vice-Chairman, or in their respective absences,
by a Director especially appointed to that end by the Board. Failing such
appointment, the Shareholders' Meeting itself elects its Chairman.
6. The role of scrutineers is performed by the two members of the meeting
holding the greatest number of votes who are present and accept such
appointment.
7. The committee appoints the Secretary who is not required to be a
shareholder. An attendance sheet is maintained in accordance with the conditions
set out by law.
8. Copies or excerpts of the minutes of the meeting are validly certified by
the Chairman of the Board or by a Director appointed as Chief Operating Officer,
or by the Secretary of the Meeting.
ARTICLE 18 - Voting Rights
1. In all Shareholders' Meetings, the voting rights attached to the shares
belong to the holder of the bare legal title of shares.
2. Shareholders shall be entitled, under the conditions established by
applicable laws and regulations, to send in their proxy and voting forms by mail
for any shareholders' Meeting in paper form or, by resolution of the Board of
Directors published in the notice of meeting, by tele-transmission. The Board of
Directors may also establish that shareholders shall be entitled to participate
and vote at all Shareholders' Meetings by videoconference and/or
tele-transmission, under the conditions established by applicable regulations.
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3. Each shareholder shall have a number of votes equal to the number of
shares he owns or represents, subject to the specific provisions of paragraph 4.
below which will be effective as of the date of the admission of the shares of
the Company to trading on a regulated market.
4. The number of voting rights held by each shareholder (and where applicable
his proxy(ies)) at general meetings shall be:
(a) equal to the number of voting rights attached to the shares held up
to the limit of 2% of the total number of voting rights existing in the
company,
(b) calculated for the remainder, on the basis of the number of voting
rights present or represented at the Shareholders' Meeting, through
application of the percentage exceeding 2% of the said number of voting
rights present or represented (and calculated in accordance with the
adjustment resulting from this provision).
The calculation to be made during each Shareholders' Meeting is described in the
formula set out in the schedule to these corporate statutes. For the purposes of
this calculation, each percentage includes two digits after the decimal point
and the number of voting rights obtained is rounded up to the nearest whole
number.
The voting rights held by each shareholder are pooled with those assimilated to
his voting rights within the meaning of Article L.233-9 of the French Commercial
Code. However, no pooling is applicable for the voting rights attached to the
shares in respect of which a proxy has been given in accordance with the
provisions of L.225-106, paragraph 6 of the French Commercial Code.
5. The provisions of paragraph 4 for adjusting the number of voting rights
shall not apply to any Shareholders' Meeting where a quorum of 60 % or more is
present.
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TITLE V. FINANCIAL STATEMENTS - ALLOCATION AND DISTRIBUTION
OF NET INCOME
ARTICLE 19 - Financial Statements
1. The financial year shall commence on January 1 and end on December 31.
2. At the end of each year, in compliance with applicable legal rules, the
Board of Directors prepares the inventory of assets and liabilities, the
financial statements and a management report.
Consolidated financial statements are prepared in order to supplement the
individual financial statements. The management of the consolidated group draws
up a report which may or may not be included in the aforementioned management
report.
ARTICLE 20 - Allocation and Distribution of Net Income
1. The statement of income shows the revenues and expenses for the financial
year, and net income for the year is indicated as the difference, after
deducting amortization, depreciation and provisions.
2. Out of profits for the financial year less, where applicable, losses
sustained in earlier years, there shall be deducted no less than 5% in order to
create the legal reserve fund. This deduction shall cease to be mandatory when
the reserve fund reaches 10% of the share capital. Such deduction shall be
resumed when, for any reason, the legal reserve shall have become less than one
tenth.
3. The distributable income is comprised of the net income for the year less
losses sustained in earlier years and amounts which must be allocated to
reserves pursuant to provisions of law or of the corporate statutes, and shall
be increased by retained earnings available for appropriation.
4. The Shareholders' Meeting may decide that such amounts as the Board of
Directors shall see fit shall be either transferred to provident funds or to
voluntary, ordinary or extraordinary reserve funds or to retained earnings or be
distributed.
5. Dividends shall be deducted on a priority basis from net income for the
year.
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6. Except in case of a reduction in capital, no distribution may be made to
Shareholders when Shareholders' Equity is or would become, because of such
distribution, less than the amount of the capital plus reserves that may not be
distributed under provisions of law or of the corporate statutes.
7. Revaluation surpluses may not be distributed but may be capitalized in
whole or in part.
8. The Shareholders' Meeting may decide to distribute amounts deducted from
available reserves by indicating expressly the reserve items from which the said
amounts shall be deducted.
9. The terms of payment of the dividends are determined by the Shareholders'
Meeting, or, failing such determination, by the Board of Directors. Dividends
must be paid no later than nine months from the close of the financial year,
unless an extension is granted by court order.
10. The annual Shareholders' Meeting may grant to each shareholder, in respect
of all or part of the interim or final dividend distributed, the right to choose
between payment in cash or in shares.
11. Dividends unclaimed for a term of five years after the date upon which
they have become payable shall be time-barred.
TITLE VI. DISSOLUTION - EXTENSION - LIQUIDATION - DISPUTES
ARTICLE 21 - Extension - Early Dissolution - Liquidation
1. No later than one year before the end of the term of the Company, the
Board of Directors shall convene an Extraordinary Shareholders' Meeting in order
to decide whether the term of the Company is to be extended.
2. Except in the cases of judicial dissolution set forth by law, the Company
shall be dissolved upon the expiration of the term set forth by the corporate
statutes or by decision of the Shareholders' Meeting.
3. The Shareholders' Meeting determines the mode of liquidation and appoints
one or more liquidators and determines his or their powers.
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ARTICLE 22 - Disputes
All disputes which may arise during the term of the Company or during the course
of its liquidation, whether between the Shareholders and the Company or between
the Shareholders themselves in respect of corporate matters, shall be referred
to the competent courts.
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Schedule
APPLICATION OF THE PROVISIONS OF ARTICLE 18 OF THE CORPORATE STATUTES REGARDING
THE NUMBER OF VOTING RIGHTS HELD BY EACH SHAREHOLDER AT SHAREHOLDERS' MEETINGS:
Where:
T = total number of voting rights attached to all shares comprising
the share capital
Yn = total number of voting rights attached to the shares of all
Shareholders present or represented (n), up to 2% of T per
shareholder, and therefore not subject to any limitation
a, b, c = percentage of the voting rights (calculated on the basis
of T) held by A, B, C, etc. in excess of 2% for each of them
X = total number of votes which may be cast at a Shareholders'
meeting taking into account the limitations set forth in the
corporate statutes.
This rule may be expressed as follows:
X = Yn + aX + bX + cX
Accordingly, the total number of votes which may be cast during a
meeting (X) is equal to:
X = Yn/(1-a-b-c)
By calculating X it is possible to determine, for each of Shareholders A, B and
C, the total number of votes attached to voting rights exceeding 2%
(corresponding to percentages a, b, c, etc.). For each of them, it is necessary
to add 2% of T, i.e. the votes attached to voting rights which are not subject
to any limitation.