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Exhibit 1
VIVENDI UNIVERSAL
RESTATED CORPORATE STATUTES
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;
- 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.
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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
The share capital is represented by shares.
The nominal amount of each share is 5.5 Euros.
The share capital is E5,940,141,608.50 Euros divided into 1,080,025,747
shares, all of the same class and fully paid up.
The share capital may be increased, reduced, amortized or divided by
way of a decision adopted by the competent Shareholders' Meeting.
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.
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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.
Shares must be registered until they are fully paid up.
Shares shall be recorded in the Company's books or with an approved
intermediary subject to the terms and conditions set forth by law.
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.
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.
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.
Article 8
Rights and Obligations Attached to the Shares
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.
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.
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.
The subscription right attached to the shares belongs to the
usufruitier.
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.
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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.
Article 10
Term of Office of the Directors - Age Limit
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.
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.
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.
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.
Provisions regarding the age limit shall be applicable to permanent
representatives of a legal person acting as director.
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.
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.
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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.
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
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.
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.
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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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
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.
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.
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
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.
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.
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.
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.
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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.
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.
The minutes and list of candidates referred to above are attached to the notice
convening the Shareholders' Meeting.
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.
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.
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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.
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.
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2. Meetings take place either at the registered office or in any other
place indicated in the notice.
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;
- 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 may vote by mail or give a proxy indicating their vote
or send their proxy by all such means and within such time limits as shall be
set forth by law.
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:
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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.
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
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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.
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
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.
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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.
The Shareholders' Meeting determines the mode of liquidation and appoints one or
more liquidators and determines his or their powers.
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.
