Category
🗞
NewsTranscription
00:00:00🎵
00:00:30🎵
00:01:00🎵
00:01:02🎵
00:01:04🎵
00:01:06🎵
00:01:08🎵
00:01:10🎵
00:01:12🎵
00:01:14🎵
00:01:16🎵
00:01:18🎵
00:01:20🎵
00:01:22🎵
00:01:24🎵
00:01:26🎵
00:01:28🎵
00:01:30🎵
00:01:32🎵
00:01:34🎵
00:01:36🎵
00:01:38🎵
00:01:40🎵
00:01:42🎵
00:01:44🎵
00:01:46🎵
00:01:48🎵
00:01:50🎵
00:01:52🎵
00:01:54🎵
00:01:56🎵
00:01:58🎵
00:02:00🎵
00:02:02🎵
00:02:04🎵
00:02:06🎵
00:02:08🎵
00:02:10🎵
00:02:12🎵
00:02:14🎵
00:02:16🎵
00:02:18🎵
00:02:20🎵
00:02:22🎵
00:02:24🎵
00:02:26🎵
00:02:28🎵
00:02:30🎵
00:02:32🎵
00:02:34🎵
00:02:36🎵
00:02:38🎵
00:02:40🎵
00:02:42🎵
00:02:44🎵
00:02:46🎵
00:02:48🎵
00:02:50🎵
00:02:52🎵
00:02:54🎵
00:02:56🎵
00:02:58🎵
00:03:00🎵
00:03:02🎵
00:03:04🎵
00:03:06🎵
00:03:08🎵
00:03:10🎵
00:03:12🎵
00:03:14🎵
00:03:16🎵
00:03:18🎵
00:03:20🎵
00:03:22🎵
00:03:24🎵
00:03:26🎵
00:03:28🎵
00:03:30🎵
00:03:32🎵
00:03:34🎵
00:03:36🎵
00:03:38🎵
00:03:40🎵
00:03:42🎵
00:03:44🎵
00:03:46🎵
00:03:48🎵
00:03:50🎵
00:03:52🎵
00:03:54🎵
00:03:56🎵
00:03:58🎵
00:04:00🎵
00:04:02🎵
00:04:04🎵
00:04:06🎵
00:04:08🎵
00:04:10🎵
00:04:12🎵
00:04:14🎵
00:04:16🎵
00:04:18🎵
00:04:20🎵
00:04:22🎵
00:04:24🎵
00:04:26🎵
00:04:28🎵
00:04:30🎵
00:04:32🎵
00:04:34🎵
00:04:36🎵
00:04:38🎵
00:04:40🎵
00:04:42🎵
00:04:44🎵
00:04:46🎵
00:04:48🎵
00:04:50🎵
00:04:52🎵
00:04:54🎵
00:04:56🎵
00:04:58🎵
00:05:00🎵
00:05:02🎵
00:05:04🎵
00:05:06🎵
00:05:08🎵
00:05:10🎵
00:05:12🎵
00:05:14🎵
00:05:16🎵
00:05:18🎵
00:05:20🎵
00:05:22🎵
00:05:24🎵
00:05:26🎵
00:05:28🎵
00:05:30🎵
00:05:32🎵
00:05:34🎵
00:05:36🎵
00:05:38🎵
00:05:40🎵
00:05:42🎵
00:05:44🎵
00:05:46🎵
00:05:48🎵
00:05:50🎵
00:05:52🎵
00:05:54🎵
00:05:56🎵
00:05:58🎵
00:06:00🎵
00:06:02🎵
00:06:04🎵
00:06:06🎵
00:06:08🎵
00:06:10🎵
00:06:12🎵
00:06:14🎵
00:06:16🎵
00:06:18🎵
00:06:20🎵
00:06:22🎵
00:06:24🎵
00:06:26🎵
00:06:28🎵
00:06:30🎵
00:06:32🎵
00:06:34🎵
00:06:36🎵
00:06:38🎵
00:06:40🎵
00:06:42🎵
00:06:44🎵
00:06:46🎵
00:06:48🎵
00:06:50🎵
00:06:52🎵
00:06:54🎵
00:06:56🎵
00:06:58🎵
00:07:00🎵
00:07:02🎵
00:07:04🎵
00:07:06🎵
00:07:08🎵
00:07:10🎵
00:07:12🎵
00:07:14🎵
00:07:16🎵
00:07:18🎵
00:07:20🎵
00:07:22🎵
00:07:24🎵
00:07:26🎵
00:07:28🎵
00:07:30🎵
00:07:32🎵
00:07:34🎵
00:07:36🎵
00:07:38🎵
00:07:40🎵
00:07:42🎵
00:07:44🎵
00:07:46🎵
00:07:48🎵
00:07:50🎵
00:07:52🎵
00:07:54🎵
00:07:56🎵
00:07:58🎵
00:08:00🎵
00:08:02🎵
00:08:04🎵
00:08:06🎵
00:08:08🎵
00:08:10🎵
00:08:12🎵
00:08:14🎵
00:08:16🎵
00:08:18🎵
00:08:20🎵
00:08:22🎵
00:08:24🎵
00:08:26🎵
00:08:28🎵
00:08:30🎵
00:08:32🎵
00:08:34🎵
00:08:36🎵
00:08:38🎵
00:08:40🎵
00:08:42🎵
00:08:44🎵
00:08:46🎵
00:08:48🎵
00:08:50🎵
00:08:52🎵
00:08:54🎵
00:08:56🎵
00:08:58🎵
00:09:00🎵
00:09:02🎵
00:09:04🎵
00:09:06🎵
00:09:08🎵
00:09:10🎵
00:09:12🎵
00:09:14🎵
00:09:16🎵
00:09:18🎵
00:09:20🎵
00:09:22🎵
00:09:24🎵
00:09:26🎵
00:09:28🎵
00:09:30🎵
00:09:32🎵
00:09:34🎵
00:09:36🎵
00:09:38🎵
00:09:40🎵
00:09:42🎵
00:09:44🎵
00:09:46🎵
00:09:48🎵
00:09:50🎵
00:09:52🎵
00:09:54🎵
00:09:56🎵
00:09:58🎵
00:10:00🎵
00:10:02🎵
00:10:04🎵
00:10:06🎵
00:10:08🎵
00:10:10🎵
00:10:12🎵
00:10:14🎵
00:10:16🎵
00:10:18🎵
00:10:20🎵
00:10:22🎵
00:10:24🎵
00:10:26🎵
00:10:28🎵
00:10:30🎵
00:10:32🎵
00:10:34🎵
00:10:36🎵
00:10:38🎵
00:10:40🎵
00:10:42🎵
00:10:44🎵
00:10:46🎵
00:10:48🎵
00:10:50🎵
00:10:52🎵
00:10:54🎵
00:10:56🎵
00:10:58🎵
00:11:00🎵
00:11:02🎵
00:11:04🎵
00:11:06🎵
00:11:08🎵
00:11:10🎵
00:11:12🎵
00:11:14🎵
00:11:16and
00:11:45I'd like to welcome Arnaud Lagardère who's in the room with us. I know that you've told
00:11:51me that this place brings good luck and we're going to need it today. I'd also like to thank
00:12:02the many of you who are tuned in remotely thanks to the online link. It's of course
00:12:08a great pleasure to be here with you all today at the end of 2024. Today we will be putting
00:12:18to the vote a project that will be highly structural to the group. We've got Mr. Arnaud
00:12:24de Puyfonteyn, Chairman of the Management Board with us, Mr. Frédéric Crepin, General
00:12:28Counsel of Vivendi, and I would also like to thank the other members of the Managing
00:12:34Board of Vivendi, Maxime Sada, Claire Léostre, François Larose, Céline Merle-Biraud, and
00:12:40all of the members of EXCOMM. We've got Michel Grégoire and the whole band with us. Of course
00:12:47Arnaud, thank you for being with us. And I'd also like to thank the members of the Supervisory
00:12:53Board. Thank you for all of the advice that you've given us this year. The Supervisory
00:12:58Board indeed met a record number of times throughout the year to look at all of the
00:13:04moving parts within this operation, Sandrine, Véronique, Fabien, especially the employee
00:13:12issues. And I'd like to thank all of the employees and the shareholders, of course, of the group
00:13:19for being here with us this afternoon. I'd like to give the floor to Frédéric Crepin
00:13:24to discuss some of the formalities. Thank you, Mr. Chairman. I would like to remind
00:13:28you that the Annual General Meeting was convened today by a notice of meeting published in
00:13:33the BELO November 20, 2024, and in the Affiches Parisiennes Legal Gazette on the same date
00:13:40as well as by letters sent to all registered shareholders. All of the documents have been
00:13:45made available to the shareholders in the forms and within the time limits prescribed
00:13:51by law. I would like to remind you that you are being asked to vote on the following agenda.
00:13:57The Canal Plus Partial Demerger Project, the Louis Hachette Group Demerger, and the Proposed
00:14:05Exceptional Distribution in Kind of 100% of the Share Capital of Avas N.V. to Vivendi
00:14:10S.E. shareholders. We have a 71% provisional quorum. This is up versus the previous
00:14:21years. We were at 70.5 last year. Therefore, we can validly deliberate. People are still
00:14:32trickling in, and the final quorum will be established before the vote. For the formation
00:14:40of the Bureau, we have Mr. Yannick Bolloré in his capacity of Chairman of the Supervisory
00:14:44Board, and we have Mrs. Kim Menard representing Bolloré S.E. and Compagnie de l'Ouest, and
00:14:51Mrs. Florence Truillon representing the Fonds Commun de Placement des Salariés Group Vivendi
00:14:55et Pagne, who have accepted to act as scrutineers. And they are here just to my right. I'd like
00:15:06to wish them welcome. And I propose that I act as Secretary if Mr. Yannick Bolloré agrees.
00:15:12Finally, our bailiffs have verified the vote count, and we will check that the voting is
00:15:21carried out correctly. Thank you very much, Frédéric. The Annual General Meeting is
00:15:25now officially opened. Of course, I'm absolutely delighted that we have a slightly higher quorum
00:15:33already now at the beginning of the meeting compared to the previous years. Dear shareholders,
00:15:38this is, of course, a decisive meeting for the group. Over the past year, our teams have
00:15:44been working on a project that I think is fair to qualify as transformative, and on
00:15:49which you are going to be asked to vote today in just a few minutes. But before that, let's
00:15:56go back to the beginning of the project. What led us to the Folies Berger right here right
00:16:02now to vote on this demerger project? Well, it all started with Vivendi's share price.
00:16:08Despite excellent financial results within Canal+, within Avaaz, within Lagardère as
00:16:15well, and also Prisma Media and Gameloft as well, the share price of Vivendi was not a
00:16:21true reflection of the value of those assets. Basically, we had a very high conglomerate
00:16:27discount being applied, and that discount got higher with Universal Musique and that
00:16:34transaction in 2021. That discount was assessed at around 44% in December 23 when we decided
00:16:43to consider this project, and it was really holding us back. It was holding us back as
00:16:48shareholders, of course, but it was also holding the companies back in their development.
00:16:57This is why the Management Board, chaired by Arnaud de Puyfontaine, has been looking
00:17:02at every potential solution to remedy that solution. This leads us to the 13th of December,
00:17:14a year ago, basically day to day, when the Executive Board proposed to the Supervisory
00:17:18Board the possibility of the plan that you know about. This is the end of many months
00:17:24of hard work from employees and of dialogue with all of the stakeholders, including our
00:17:31employees, our shareholders, and everyone who helped us finalize this project. Our aim
00:17:40here is twofold. First of all, we're looking to better reflect the value of our activities
00:17:45and our business, but we're also looking to fully unleash the potential of our assets.
00:17:50I firmly believe that this project meets those criteria. First of all, the spin-off
00:18:00would help accelerate growth through acquisition. We would be able to move away from acquisitions
00:18:07coming through free cash flow to being able to have things on the balance sheet and to
00:18:13be able to pay things using securities. This means that we would be able to have long-term
00:18:22invested shareholders that firmly believe in the individual business lines. It's also
00:18:27an opportunity for us to fully align the interests of leaders and shareholders, and we'd be able
00:18:35to implement share-based incentive programs. And, fourthly, this would increase the international
00:18:44visibility for each of these assets. Believe me when I say that this project is in the
00:18:51interest of all shareholders, and let me say it again. It is in the interest of all shareholders.
00:18:57There is no alternative to this other than the status quo. Therefore, I bring a lot of
00:19:06enthusiasm as I get ready to announce the major strokes of the project and to put that
00:19:14to your vote. I'd like to thank you, ladies and gentlemen, for your attention, and give
00:19:18the floor to Arnaud. Thank you, Yannick. Dear shareholders, good
00:19:36afternoon to you all. As Yannick just reminded us, reducing the holding company discount
00:19:45and fair valuation of our businesses are the two objectives that the Management Board
00:19:49set for itself at the end of 2023. But before I get more into detail about the Demerja project,
00:19:56which is profoundly structural for Vivendi, first of all, let me present this as a new
00:20:02chapter in the group's history that will create value for Vivendi and for its shareholders.
00:20:10If you look at the share price since April 2018, which is the date at which Yannick Bolloré
00:20:16took over the chairmanship of the Supervisory Board, the share price has gone up with reinvested
00:20:22dividend by 82.7% when the CAC 40 index was only going up by 68.1%. All of this despite
00:20:32of a discount. So, as I was saying, this new chapter opened on the 13th of December 2023.
00:20:45This came after a process that you can see on the screen in the form of a timeline.
00:20:52After the AGM on the 29th of April, the Supervisory Board asked the Management Board to
00:20:58prepare the project. On the 22nd of July, we confirmed feasibility and identified stock
00:21:08exchanges on which each entity would be traded after the Demerja.
00:21:17After consulting the employee representative bodies, the Supervisory Board on the 29th of
00:21:22October confirmed the project and called for this present AGM. Throughout this entire period,
00:21:31we have worked hard to maintain clear communication with the Supervisory Board and our shareholders.
00:21:41In the home stretch, this communication intensified, leading to the capital market days
00:21:47in London on November 18th and 19th. During these days, Canal Plus and Havas presented
00:21:55their ambitions and their strategy to the market.
00:22:02Today's General Meeting is the final step of a long and complex process,
00:22:08but it's a process that has given shape to a highly value-creating project.
00:22:13If the project were to be completed, we have here a visual summary of where Vuvendi would be headed
00:22:21following the Demerja that you will be voting on. As you can see, this is a reorganization of the
00:22:27group's businesses designed to provide autonomy to each entity that I will now describe in detail.
00:22:35First of all, Canal Plus. Canal Plus continues to be one of the world's leading media and
00:22:42entertainment companies thanks to clear strategic vision backed by flawless execution.
00:22:51Its subscriber base has now reached 26.8 million customers spread across 50 different countries,
00:22:56with a gravity center that is gradually shifting towards the growth markets in Africa and Asia.
00:23:05This growth of our subscriber base further confirms Canal Plus' positioning in the market
00:23:11as a super aggregator, capable of offering the best content in fiction, non-fiction and sport,
00:23:18with programs from its own catalogue or from its partners, partners that are sometimes local or
00:23:23global. Content is key, but so is distribution, and that's what Canal Plus is achieving thanks
00:23:30to MyCanal, which is the group's market-leading distribution platform. The quality of its
00:23:36offerings and the commitment of its 9,000 employees are enabling Canal Plus to reinforce
00:23:41its critical mass, which is, as you know, an essential prequisite for investing in content
00:23:47and technology. The current multi-choice deal, in which Canal Plus holds over 40% of the capital,
00:23:57is a formidable catalyst for the group in this regard and could double its subscriber base,
00:24:02pushing it past the 50 million customer threshold. Let's now move on to Havas.
00:24:11Havas is already a world leader in communication, marketing and consulting. The new configuration
00:24:18will enable Havas to further accelerate its development in all areas by capitalizing on
00:24:23its fundamentals. Let's start with talent. Talent is, of course, at the heart of Havas.
00:24:30Thanks to strong corporate culture, these talents are able to grow within the group and give their
00:24:37best. Today, they are supported by generative artificial intelligence with all of its
00:24:43potential, which, when applied to data, increases Havas's effectiveness with its clients.
00:24:51Thanks to this talent and technology, creativity remains Havas's trump card
00:24:57in the global competition. The group has been particularly successful this year,
00:25:02with BETC crowned the world's most creative advertiser. This creativity can be seen within
00:25:09Converged, Havas's new strategic plan aiming to create a high-performance,
00:25:14client-centric integrated model. This is implemented through an active acquisition
00:25:22policy since 2014 for 600 million euros, to which a further 400 million euros
00:25:27will be added through M&A, OPEX and CAPEX by 2027. This is a significant wrap-up in our
00:25:34investment, 60 to 100 million euros per annum. In this way, technology combines with human
00:25:42creativity and organizational agility to create a fantastic success story for the future of Havas.
00:25:52Next, we have Louis-Achete Group. Through Louis-Achete Group, we are going back to our
00:25:58roots. Louis-Achete was the pioneer in the 19th century who invented the concept of travel retail,
00:26:04selling books and magazines to travellers. In keeping with this history and as a tribute to
00:26:11its founder, Louis-Achete Group combines players from travel retail publishing and press sectors,
00:26:16all of whom are leaders in their respective markets. La Gardière Travel Retail is a world
00:26:21leader in transport retailing. It has global presence and a diversified business portfolio
00:26:27which provides it with the perfect position to leverage growth opportunities. As to the book
00:26:33industry, La Gardière Publishing is a solid third worldwide, with more than 150 publishing houses
00:26:41and thousands of authors promoting culture and language through their works. On top of books,
00:26:48magazines naturally have a place with Prisma. Prisma dominates the magazine market in France.
00:26:55It's editorially bold through the creation of a luxury division, technological investments which
00:27:03have digitized its press offering and its distribution. All of this makes Prisma France's
00:27:10leading digital media group perfectly aligned with the group's other media.
00:27:14Should the proposed demerger be approved, the Vivendi Group would open a new chapter in its
00:27:22history while remaining true to what it is, i.e. a major player in the creative and entertainment
00:27:28industries. Let me stress that point. Vivendi has a long history, and that is thanks to its
00:27:36ability to reinvent itself. I am firmly convinced that the sequence that we're hoping for today
00:27:42will be just as promising. The next chapter will come through the active management of our
00:27:50interests in UMG, also Telecom Italia, Banijé, Media4Europe, Telefonica and Prisa. The only aim
00:28:00is to create value for our shareholders. At the same time, Gameloft is going to continue its
00:28:06transformation, moving from a mobile-only games publisher to a publisher for games
00:28:13available on all platforms with a number of successes already to its credit.
00:28:20If the demerger goes ahead, here are the entities that you would hold in your portfolio.
00:28:26Each share would give a share for each new entity. Canal Plus would be
00:28:33traded on the London Stock Exchange to reflect its increasingly international DNA.
00:28:39It's international through its subscriber base, its global competition market and the potential
00:28:46ongoing and future acquisition potential. Havas, with over 80% of its consulting and
00:28:54advertising business being international, would be traded on Euronext Amsterdam,
00:28:59which has already supported the stock market success of Universal Music Group.
00:29:04The choice of this marketplace strengthens Havas' international visibility and enhances
00:29:08its stability, which are two important components for our clients and our talent.
00:29:14Louis Achet Group would be traded on Euronext Growth in Paris in line with the continuing
00:29:21listing on Euronext Paris of its Lagardère subsidiary, which represents 90% of the group's
00:29:27value. Vivendi, finally, would remain traded on Euronext Paris, the regulated market,
00:29:36and would continue to actively manage its listed and unlisted assets. As you can see,
00:29:42the study carried out has helped us identify the most appropriate stock markets for the four
00:29:47post-spinoff entities in a way that takes into account the nature of their business and their
00:29:52international exposure. However, it is important to emphasize that all entities would have French
00:29:58head offices and, therefore, would remain resident in France for tax purposes.
00:30:04I'd like to wrap up this presentation by spending a moment on the tax implications
00:30:10of the demerger. This is a question that we've heard from a lot of stakeholders,
00:30:14and we've decided to pay particular care to this.
00:30:17An image speaks louder than a thousand words. We have a short video.
00:30:22For every Vivendi share you hold on December 13, you will receive one Canal Plus share.
00:30:28You will receive a Canal Plus and a Havas and a Louis Achet share for each Vivendi share,
00:30:33whilst also maintaining your Vivendi shares. If you're holding a large-quantity employee
00:30:37savings program, your shares will remain in that account. A Canal Plus, Havas,
00:30:42and Louis Achet group shares can also be placed in the same account. This will be done based on
00:30:45bonuses and capital in a non-tax way and also on our reserves, which will be taxed. Reserves are
00:30:524.235 million. Now, if you are a French tax resident and you have an employee shareholder
00:31:03plan, you will not be taxed. If you are a French tax resident and your Vivendi shares are invested
00:31:09in a share savings account, a PEA in French, this cannot or will not be cancelled. If you are a
00:31:14French tax resident and your Vivendi shares are held in an ordinary securities account,
00:31:19a tune of 1.28 euros will be applied. If you are a direct registered shareholder,
00:31:26you will pay the tax in shares. If you hold Barrel shares and are a registered registered
00:31:31shareholder, you will pay the tax in cash and instructed by your bank. When you sell your Canal
00:31:36Plus, Havas, or Louis Achet group shares, the first quoted price of the shares of these
00:31:41entities will be considered as the purchase price and a total capital gain or loss. When you sell
00:31:47your Vivendi shares, to calculate your capital gain or loss, your purchase price must be adjusted
00:31:53to account for the portion of the spinoff that constitutes a return of capital, which is not
00:31:58cost as income. If you are a French tax resident and are a registered registered shareholder,
00:32:05you can contact your bank to find out the exact procedures for paying taxes,
00:32:11and whether there will be any change to your investment management if you are a direct
00:32:16registered shareholder. Octavia will send you details about how the transaction will be carried
00:32:21out. Ladies and gentlemen, dear shareholders, in a few moments, you will be asked to give your view
00:32:30on a project that is very defining for your group. The proposed new configuration,
00:32:37Canal Plus, Havas, Louis Achet group, would become independent, listed, and pure player
00:32:45leaders in their field with uncontested leadership. Like Vivendi, these entities could be fully
00:32:54valued by the stock markets who would have all the levers at their disposal to grow,
00:32:59seize the opportunities open to them, and thus accelerate their sustainable growth.
00:33:05The four companies which have become cousins after having been sisters would retain the same
00:33:11core shareholder, the Bollet group, and preserve the longstanding ties between teams that know
00:33:17and appreciate one another. I would add a clarification here just to indicate that all
00:33:28companies would be taxed in France. Three, Canal Plus, Louis Achet group, and Vivendi
00:33:36will have their head offices in France and Havas in the Netherlands. And lastly, to conclude,
00:33:43ladies and gentlemen, this is an historic moment for Vivendi. The executive board's
00:33:50responsibility before the supervisory board and you, shareholders, is to create the conditions
00:33:56for each entity to write its own story with the aim of creating value. The proposed
00:34:02demergeron which you're about to vote meets this objective. Thank you, and back now to Yannick
00:34:10Bolloré. Thank you, Arnaud. We're now going to move to the question and answer session,
00:34:23and microphones are available. I'd just like to point out that I read somewhere there won't be
00:34:31a gift offered at this meeting, which is incorrect. After the vote, a bottle of wine will be
00:34:39offered to all shareholders present. Frédéric, let's start with the written questions. Yes,
00:34:44thank you. We've received a set of written questions from a shareholder, Mr Yves Collet,
00:34:49individual shareholders. Questions concern the tax treatment of cannabinoid shares to be listed
00:34:54on London Stock Exchange. Some of the questions were answered during the presentations at this
00:35:02general meeting, but you'll find on our website under the AGM section answers to the questions
00:35:11approved by your board in accordance with legal and regulatory provisions. Thank you, Frédéric.
00:35:17Now, start with questions from the floor, Vivendi shareholder committee.
00:35:31Individual shareholder, good afternoon to you all. I'd really just like to give you a historical
00:35:40reminder. I was president when Jean-Marie Mestier in the middle of an AGM saying that
00:35:46things were going very well, and then there was a debt of 35 million. There was Mr Foutou
00:35:55before Vincent Bollot who repeated that, but on the share that just didn't take off,
00:36:00there was a discount. That's why I'll be through in a second. We need to vote massively in favor
00:36:08of this spinoff. It's a great idea. We can't miss out on an historic opportunity. Thank you.
00:36:16All right. I didn't quite catch your question, but thank you for that, and I assure you that
00:36:29that was not at all a prepared intervention. Can we move to the question from the shareholder
00:36:35committee, please? Chantal Vergèle, member of the shareholder committee.
00:36:46In the past, a dividend of 0.25 were paid to Vivendi shareholders. After the spinoff,
00:36:56what will be the dividend policy of each individual entity, and more specifically,
00:37:03Canal Plus and Vivendi, especially Vivendi that will be heavily indebted after this
00:37:10demerger? Thanks. François, would you like to – François Laroze, our chief financial officer,
00:37:17would like to answer the question on dividends. Yes, of course, the dividend policy will be
00:37:21determined by the fourth entity stemming from this transaction. The indication set out is firstly
00:37:32Havas that would follow a payout ratio of 40%. That's the net earnings allocated to dividend
00:37:42lease, 40%. Louis Hachet indicated that it would pay a dividend representing at least 85% of
00:37:51dividends that it would receive from Lagardère and Prisma. Lastly, Vivendi gave an indication
00:37:59on the basis of a yield of 1.5% of the market capitalization value of Vivendi. For Canal,
00:38:10there's some quality indications given in the perspective that will be clarified quantitatively
00:38:17in due course. Thank you. And maybe the second part of your question on the Vivendi debt, it
00:38:22will be of 2 billion euros for assets that are valued about 6 billion. So it's a reasonable
00:38:32gearing making it possible to pay out the dividend that François indicated.
00:38:43Good afternoon. I'm a minority shareholder. My question concerns Canal Plus.
00:38:52The CDI will be taxed of UK tax liability, which isn't clear to determine. And there's another
00:39:09concern affecting individual shareholders. The lending listing will no doubt allow Canal Plus
00:39:19to dispense with French regulations and to opt for a far more advantageous tax scheme. I'd like
00:39:29to understand if that serves the interests of the individual shareholder for the London
00:39:36listing and its consistency with financial regulations.
00:39:42So on the tax front, as Arnaud said earlier, all companies will remain taxable in France
00:39:54because what determines the tax reservation, the tax location is where the management,
00:40:03the business is based and conducted. The managers are not going to move from France.
00:40:10The finance doesn't change anything in terms of corporate tax.
00:40:13I don't think we can add anything in terms of the taxation of securities.
00:40:19I don't know if you clearly understood the video about the tax implications.
00:40:26Only the portion tax will be what is brought to reserves. That's 4,367,000,000
00:40:38and it will be taxed according to the level of an individual or corporate,
00:40:43whether it's in a savings plan or a securities plan.
00:40:50Madame Berger, from Siam, is raising her hand.
00:40:58Yes, I'm speaking on behalf of the Association of Individual Shareholders.
00:41:07Thank you for answering the question about the dividend.
00:41:11Just a clarification regarding the dividend for this fiscal year that's ending,
00:41:18which will show a profit. Will it be the Vivendi parent company
00:41:22that will pay the dividend for everyone or will each company pay its own dividend
00:41:27on the basis of the principles indicated?
00:41:30Have us. The AGM will be held in the Netherlands, if I'm not mistaken.
00:41:36And for UMG, that's also listed in Netherlands.
00:41:43It's not the same equity custodian.
00:41:46For Canal Plus and Havasdug, that Upnevia will continue to be the custodian
00:41:52for these securities.
00:41:54My final question that really is a bit beyond the confines of the AGM,
00:41:58but what can Vivendi share, who are outraged by the outcome
00:42:03of the regulator decision regarding the head of the group?
00:42:07Thank you, Chairman.
00:42:09I'll respond to your last two questions and maybe Maxime can speak to the third.
00:42:17First, each company will pay its dividend in 25 in respect of FY24.
00:42:23Vivendi will pay out the dividend about 1.25%.
00:42:29For the future market cap of Vivendi, Havasdug will pay its dividend
00:42:33directly from Amsterdam.
00:42:37Canal Plus will pay its dividend, Louis Hachet, also according to its...
00:42:42For Upnevia, I know that Havasdug signed a contract with Upnevia,
00:42:46so that shouldn't really change.
00:42:48Upnevia will also be the custodian.
00:42:52Anyway, we'll get back to you on that.
00:42:55Do you know the answer to that, Fred?
00:42:57Havasdug, Upnevia, correct.
00:43:00Anyway, I'll get back to you on that.
00:43:02But on the ARCOM regulator decision, Maxime doesn't want to speak to that one.
00:43:08But of course, it's all rather sad.
00:43:18Yes, madam.
00:43:26Mr. Chairman, ladies and gentlemen, shareholders, my name is Catherine Gellert,
00:43:30president of Siam Alternative Management, managing several funds.
00:43:35We've been Vivendi shareholders since 2018, more or less, since 2018.
00:43:40Prior to that, we were shareholders of Canal Plus 2013.
00:43:43We also took part in the increase in the offer price 2015 when you bought
00:43:48out the minority shareholders.
00:43:50That's to say that we know the group Vivendi very well and we're fully
00:43:55legitimate being here today.
00:43:57The transaction looks fine on paper.
00:44:00It's a fine transaction to reduce the holding discount by 40%, 45%.
00:44:05But today, to list these three entities on locations that are inappropriate
00:44:12isn't going to solve the problem, reduce the holding discount.
00:44:15The only profit, Bolloré Group, that will go from 30% become majority
00:44:21shareholder and strengthen its control of the knockdown price.
00:44:26All the other shareholders are losing out.
00:44:28All the shareholders we've spoken to have said that they were taken for a ride
00:44:34and unhappy, so we're trapped.
00:44:36We're hostages and we have no choice.
00:44:38We'll have to make do with crumbs rather than making do with nothing.
00:44:43Proxy advisors kind of paid lip service by saying the big governance issues
00:44:49that this will generate and the only legitimate proxy investor said vote no.
00:44:54It doesn't create any value for the shareholder nor for the Paris
00:44:58marketplace because, in fact, you're circumventing the law.
00:45:02It's legal fraud.
00:45:03That's why I say to the shareholders, what you're doing is short-term just to
00:45:08grab crumbs, whereas long-term, it's going to create a precedent.
00:45:15As you said, Chairman, time to vote, shareholder democracy, but make no
00:45:20mistake, even the vote at the AGM is fully controlled.
00:45:25You control the management.
00:45:29You control every level and even the general meeting with a quorum at 70%,
00:45:36you have the votes and you know that.
00:45:39So it's not true.
00:45:41There's no shareholder democracy on this vote.
00:45:44That's why I think you said why, at the end of the day, offer a control
00:45:50premium for a company that we already control.
00:45:53Well, I'll tell you why.
00:45:54It's the law.
00:45:55That's why we filed an injunction to put an end to this demerger transaction
00:46:01that's illegitimate.
00:46:03We also appeal on the regulated decision that's control of Bolloré or Vivendi
00:46:07because Bolloré controls Vivendi.
00:46:10Now, you've taken 19 banks to silence the critics.
00:46:15It's unprecedented in Paris.
00:46:18And so how much more are these 90 banks going to cost us and all the legal
00:46:23counsel?
00:46:24And don't forget the salary of Maxime Sada.
00:46:28It'd be interesting to know the amount.
00:46:30Thanks.
00:46:37Thank you, Madam.
00:46:38Branche, would you like to add anything?
00:46:49Mr. Chairman, Defi Trust, Denis Branche.
00:46:55So we agree with what Catherine Berchand just said.
00:46:58We disagree with this operation after having studied it at length.
00:47:03Indeed, we do not believe that this creates any extras for the Vivendi
00:47:09shareholders.
00:47:10In fact, on the contrary, we believe that Vivendi will become nothing more than
00:47:14a financial holding company and would therefore suffer from a discount because
00:47:19of that fact.
00:47:19There are a number of decisions that have been made that we don't really
00:47:21understand, that we don't really agree with.
00:47:26Picking foreign stock exchanges for trading is something that is a cause for
00:47:30concern.
00:47:31And earlier you presented a slide stating that Canal Plus could be part of the
00:47:39PEAs.
00:47:40I don't understand how that could be possible.
00:47:43As long as Canal Plus is not traded, it would just be the crest that we traded
00:47:49in London but not Canal Plus in France, as I understand what things will be.
00:47:53But that's how your slide explained it, at least.
00:47:56But apart from that aside, and on other matters, indeed, it seems to be a shame
00:48:03that minority shareholders have not been given a choice in the matter, given that
00:48:09we have a de facto control by Bolloré Group over Vivendi.
00:48:14My evidence for this is in 2015, we put forward a resolution against the double
00:48:21voting rights.
00:48:22That was passed with 50.01% of votes.
00:48:26The motive of this was that Bolloré can take over Vivendi, that control is
00:48:33actually increasing in intensity, with Bolloré Group going up to 31.4% of
00:48:39shareholders, of shares across the group.
00:48:44So that control of Bolloré Group is a reality, and I don't really understand why
00:48:48the AMF went along with it.
00:48:50There was a European Union decision in 2017 on control of Bolloré over
00:48:56Vivendi, confirmed that Bolloré does indeed enjoy a de facto control over
00:49:03Vivendi.
00:49:03So we would have a de facto control by Bolloré Group, and I don't understand
00:49:08why the AMF went along with it.
00:49:09So we would have a de facto control by Bolloré Group, and I don't understand
00:49:11why the AMF went along with it.
00:49:12So we would have a de facto control by Bolloré Group, and I don't understand
00:49:12why the AMF went along with it.
00:49:12So we would have a de facto control by Bolloré Group, and I don't understand
00:49:13why the AMF went along with it.
00:49:13So we would have a de facto control by Bolloré Group, and I don't understand
00:49:13why the AMF went along with it.
00:49:13So we would have a de facto control by Bolloré Group, and I don't understand
00:49:13why the AMF went along with it.
00:49:13So we would have a de facto control by Bolloré Group, and I don't understand
00:49:13why the AMF went along with it.
00:49:13So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:14So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:14So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:14So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:14So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:14So we would have a de facto control by Bolloré Group, and I don't understand
00:49:14why the AMF went along with it.
00:49:15So we would have a de facto control by Bolloré Group, and I don't understand
00:49:15why the AMF went along with it.
00:49:45So we would have a de facto control by Bolloré Group, and I don't understand
00:49:47why the AMF went along with it.
00:49:47So we would have a de facto control by Bolloré Group, and I don't understand
00:49:47why the AMF went along with it.
00:49:47So we would have a de facto control by Bolloré Group, and I don't understand
00:49:47why the AMF went along with it.
00:49:47So we would have a de facto control by Bolloré Group, and I don't understand
00:49:48why the AMF went along with it.
00:49:48So we would have a de facto control by Bolloré Group, and I don't understand
00:49:48why the AMF went along with it.
00:49:48So we would have a de facto control by Bolloré Group, and I don't understand
00:49:48why the AMF went along with it.
00:49:48So we would have a de facto control by Bolloré Group, and I don't understand
00:49:48why the AMF went along with it.
00:50:18So we would have a de facto control by Bolloré Group, and I don't understand
00:50:18why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:19So we would have a de facto control by Bolloré Group, and I don't understand
00:50:19why the AMF went along with it.
00:50:49So we would have a de facto control by Bolloré Group, and I don't understand
00:50:53why the AMF went along with it.
00:50:53So we would have a de facto control by Bolloré Group, and I don't understand
00:50:53why the AMF went along with it.
00:50:53So we would have a de facto control by Bolloré Group, and I don't understand
00:50:53why the AMF went along with it.
00:50:53So we would have a de facto control by Bolloré Group, and I don't understand
00:50:54why the AMF went along with it.
00:50:54So we would have a de facto control by Bolloré Group, and I don't understand
00:50:54why the AMF went along with it.
00:50:54So we would have a de facto control by Bolloré Group, and I don't understand
00:50:54why the AMF went along with it.
00:50:54So we would have a de facto control by Bolloré Group, and I don't understand
00:50:55which is an important point.
00:50:56I'd like to remind you that we only hold 29.9% of Vivendi Bolloré does,
00:51:03and even with a 70-plus quorum pushing towards 71%,
00:51:11we would only have a little bit more than 40% of the voting rights represented today.
00:51:16For this project, you need a two-thirds majority, so 66.67% approval rate.
00:51:24It's not fair to say that Bolloré Group controls what its shareholders does,
00:51:29and you are evidence of this.
00:51:31I think that if I asked you to vote for the operation, you wouldn't, of course,
00:51:35and that is the case for all of the shareholders.
00:51:41On the topic of the trading outside of France for a number of the entities,
00:51:47let's discuss why Vivendi made this choice.
00:51:50For Canal+, the choice was dictated by the strategy at Canal+.
00:51:57Maxime Sada can correct me if I'm wrong in this,
00:52:00but the Canal strategy is clearly to open up to international audiences.
00:52:07A large amount of the subscriber base is international, 25 million subscribers,
00:52:15and with multi-choice, we'd add 17 million subscribers,
00:52:18so 25 plus 17, 42.
00:52:23Multi-choice is traded in Johannesburg.
00:52:28Canal+, has stated that if that acquisition goes through,
00:52:31they would have a double listing.
00:52:34In London, there's a fast-track process that enables double listings
00:52:40across Johannesburg and London.
00:52:42On top of that, Canal+,'s main competitors are American.
00:52:48And the London Stock Exchange provides extra visibility
00:52:54in English-speaking markets,
00:52:55which is going to be key in Canal+,'s development.
00:53:02Bolloré Group will have no more control over Canal+,
00:53:07than any other shareholder.
00:53:09And in fact, there is no double voting rights provided for in Canal+,'s rules.
00:53:16Arnaud briefly explained in his presentation
00:53:18why we might be moving to Amsterdam for Havas.
00:53:21Havas could have been traded in Paris, as was the case up until 2017.
00:53:30The Amsterdam choice was driven by being able to create a foundation under Dutch law.
00:53:39And that is a great way to protect ourselves against hostile takeovers.
00:53:44You might be wondering why we fear a hostile takeover on Havas.
00:53:49On talent-based industries, it's very difficult to implement hostile takeovers.
00:53:53But after we announced Vuvendi's project in December last year,
00:53:56we received a number of concerned messages from staff within Havas,
00:54:01and also from a number of customers.
00:54:04They were worried that Havas might be targeted by a hostile takeover.
00:54:08And shareholders want to protect their business.
00:54:12They want to protect Havas' ability to attract talent,
00:54:15and its ability to create and maintain long-term relationships with its customers.
00:54:21Therefore, Havas decided to be traded in Amsterdam.
00:54:25And once again, this will be to the benefit of all shareholders.
00:54:29To be very precise, in the project as it was pronounced in July,
00:54:33there was a further advantage for Bolloré Group,
00:54:37which was the ability to have double voting rights,
00:54:42so long as you could prove that you had your Vuvendi shares for more than two years,
00:54:47which was the case for Bolloré,
00:54:48but not for other shareholders who may have held the securities differently.
00:54:54So after discussing things with our shareholders
00:54:57as part of early look meetings in Paris and in London,
00:55:00we decided to remove that advantage and put everyone on a level playing field
00:55:07once Havas is listed in the Netherlands.
00:55:09So once again, there is no advantage for Bolloré Group.
00:55:16In a broader sense, the reason I disagree with you is that you're stating
00:55:20that this is a way for Bolloré to take over without paying the price for that control.
00:55:25So on one hand, you're saying that Bolloré has control,
00:55:28and you're also saying that Bolloré is trying to take control
00:55:30as if they didn't already have control.
00:55:32Let's be honest, if Bolloré wanted to take over Vuvendi,
00:55:37this isn't how they would go about it.
00:55:40This transaction is going to reduce the conglomerate discount on assets,
00:55:44therefore should increase share price and increase share capital.
00:55:53So this really goes to show that this creates value for all shareholders
00:55:56and not specifically for any subgroup of shareholders.
00:55:59Now, what is for sure is that you discussed Proxinvest that is advised against,
00:56:07but ISS and Glass-Lewis have provided support.
00:56:13I think it's cautious support is how Glass-Lewis described this.
00:56:18Now, caution is perfectly appropriate because some of the processes can be perfected,
00:56:23and I fully agree that future governance of these companies can be perfected.
00:56:28You mentioned Maxime Sada's salary.
00:56:30It's Maxime himself who came up to me after meeting with shareholders,
00:56:34I think that was the case, Maxime,
00:56:36and who asked me to disclose his salary as soon as possible
00:56:41as a way to show transparency and also as a way to show
00:56:45that his salary would be indexed on Canal Plus's performance,
00:56:48so in line with shareholder interests,
00:56:51and we're hoping to be able to do this in the coming,
00:56:55I'm not sure exactly how long,
00:56:56but shortly before the listing,
00:56:59but it's quite difficult to change these rules in London
00:57:01as we've learned through difficult lessons recently.
00:57:04So, yes, governance can be perfected, can be improved.
00:57:08What I can commit to as the chairman of Vivendi and Future,
00:57:13chairman of Canal Plus,
00:57:15and Arnaud de Pryfontaine, future chairman of Havas and Jean-Christophe Thierry
00:57:22would all agree that we're going to try and improve things
00:57:25as we move forward through different AGMs,
00:57:28through discussions with proxies and shareholders,
00:57:30we're going to try and provide the necessary information
00:57:32and to improve the situation.
00:57:34The question that's being put to you today
00:57:37is to vote against the demerger project.
00:57:43There's no real alternative to this at this point.
00:57:45If the project gets turned down later today,
00:57:50then we'll go back to where we were
00:57:53and we'll try to learn lessons from that.
00:57:55But if the demerger does get approved,
00:57:59then I can give you my word that each of the four new entities
00:58:02will do what they can to improve their governance
00:58:05as we did at Vivendi,
00:58:07as we have done since I was appointed as chairman.
00:58:12I think that Arnaud's compensation when I joined was just 60%.
00:58:16And I think you got to 95 or more than 95 recently.
00:58:26So we're going to try and achieve that same result
00:58:29in all of these companies.
00:58:31Now, I certainly understand your perspective on this,
00:58:33but let me tell you and believe me when I say
00:58:35that as a shareholder in Vivendi,
00:58:38as Mr. Walsh and Mrs. Berger are,
00:58:41this project is in line with the interests of all shareholders.
00:58:44And I firmly believe that when we meet in a couple of years,
00:58:47you will agree or at least consent that it was a good project.
00:58:52I hope so, at least.
00:58:56I'd just like to follow up on what Yannick Bolloré said on two items,
00:59:01two extra pieces of extra information
00:59:04that is necessary for the shareholders who are here today.
00:59:07Mrs. Berger, you have used the word fraud.
00:59:12I can't really let that slide.
00:59:14All of this operation has been approved by the AMF
00:59:17and other financial market authorities such as the AFM in the Netherlands.
00:59:24And I believe last week, the Paris courts handed down a decision
00:59:29on some of your points.
00:59:32So let me finish, please.
00:59:33I don't feel that I can let you use the term fraud in this instance,
00:59:39seeing as this initiative comes from the board that I chair
00:59:44and has been done fully in line with the applicable regulation.
00:59:49You have also discussed management being under someone's thumb.
00:59:55Governance that I represent has always worked freely
00:59:59in the interests of shareholders, including Bolloré Group.
01:00:02I just wanted to provide that extra information
01:00:05because it seemed necessary.
01:00:13So on the cost of the transaction, do we have it at this stage, François?
01:00:18So not yet.
01:00:19The transaction is not over, so we'll give that a new course.
01:00:23And on the savings plan, Canal Plus shares that you'll receive
01:00:28in respect to the demerger couldn't be retained on your savings plan.
01:00:33You won't be able to buy new Canal Plus shares with that plan.
01:00:38At the back of the hall, please.
01:00:42Thank you, Chairman.
01:00:43I'm indeed a shareholder with a savings plan.
01:00:48I'd like to know if Canal Plus in 2025 might look at the possibility
01:00:56of a triple listing.
01:01:01Didn't know that it could be listed in Johannesburg to be listed in France
01:01:06insofar as recently I received a message from my financial custodian
01:01:12to sell Canal Plus shares in London would be complex and costly.
01:01:20It'd be desirable even if it's additional expense that Canal Plus be listed in France
01:01:28so that Canal Plus French shareholders can buy and sell shares on their savings plan.
01:01:36Well, that's duly noted.
01:01:38Listing in Johannesburg will only happen if the tie-up with multi-choice comes about.
01:01:45Final question at the back of the hall, please.
01:01:50Good afternoon.
01:01:52My name is Jean-Claude.
01:01:53I'm an individual shareholder.
01:01:56Some of the securities pure registration.
01:02:03The last process for UMG didn't go well at all.
01:02:09I wasn't able to transfer the UMG shares to my bank.
01:02:13So my question, I heard on a financial show that if the transaction is approved,
01:02:21Vivendi shares would be delisted from the CAC 40 benchmark index.
01:02:29On the 15th of April 2019, I attended the AGM.
01:02:34And when I got home, I learned that a fire had engulfed the Cathedral of Notre Dame.
01:02:41Now, I clearly recall that general meeting.
01:02:51In fact, it was my first AGM as chairman.
01:02:54So, of course, it was a moment of extreme emotion.
01:02:59And we were delighted to see the reopening ceremony at Notre Dame this weekend.
01:03:04So registered shareholders, we know.
01:03:07But on the delisting the CAC 40 benchmark, if the transaction goes ahead,
01:03:12it's very likely that Vivendi would delist from CAC 40.
01:03:18So that's a pretty high probability.
01:03:19It's happened in the recent part because last year,
01:03:21Vivendi exited the CAC 40 before returning six months later.
01:03:28But, yes, that's highly likely.
01:03:33One final question over there, perhaps.
01:03:37Yes, good afternoon.
01:03:41I'm also an individual shareholder since the plan presented by Jean-Marie Messier.
01:03:53Well, let's spare a thought for the Paris bourse that's going to lose big time
01:03:59on this transaction, also in terms of its image.
01:04:02So let's draw the lesson here.
01:04:05What does the Paris bourse lack to become more attractive
01:04:11and possibly one day get corporates to return?
01:04:18Thanks for your question.
01:04:19Well, of course, the group will continue to have Vivendi SE
01:04:23listed on the Paris Stock Exchange as well as Louis Hachet.
01:04:27My family group will still be listed in Paris.
01:04:31So there'll be a lot of fine companies listed in Paris.
01:04:35In our case, for Canal+, it's really the strategy on the Anglo-Saxon markets,
01:04:40absolutely nothing to do whatsoever with the Paris bourse.
01:04:44It's the case for Havasuot, the Paris bourse, like the foundations,
01:04:50I mean, the equivalent of the Schichten, the Dutch law foundation.
01:04:54Of course, there's a possibility of creating such foundations in Paris.
01:05:00That would make it more attractive.
01:05:06Just to follow up on that, it's true that we had discussions in this plan.
01:05:11We met with many players in the Paris market to explain because the London
01:05:18and Amsterdam markets were linked to exclusively business trading aspects
01:05:30to boost the value creation in line of the Havas and Canal+.
01:05:37We've got the Rolls-Royce law for multiple voting rights in its initial phase.
01:05:46In terms of the initial objectives of Havas, wasn't able to guarantee what was
01:05:52important for us to do in this new phase of the group.
01:05:58So we reached out to the various players and indicating that Paris should become
01:06:07more competitive. So your point is well taken and we're
01:06:13contributing to improving things in the interests of Paris and financial markets.
01:06:22Should we now vote on the resolutions?
01:06:26I think we have a majority of shareholders who want to vote on the resolution.
01:06:30We got one more question. Okay.
01:06:33Yes, you, sir.
01:06:35All right. So I'll take this as the final question.
01:06:45Mr. Chairman, in your presentation, there is some information that is lacking.
01:06:51What will be the financial structure of each new supposedly independent company
01:06:58that's going to be created? Will Vivendi remain in the capital of the
01:07:03three entities? How much if that's the case?
01:07:06And what about management independence in those entities?
01:07:10Thank you very much. Now, that is a very important question,
01:07:14of course. For Canal Plus and Louis Hachette, it's a
01:07:23partial demerger, but in each case, Vivendi will not be keeping any residual
01:07:30stake in those companies as that might have been the case with UMG.
01:07:36So the system is going to be very simple. On the day of the listing, 16th of December
01:07:45it will be a mirror image of the makeup of Vivendi.
01:07:48So each shareholder of Vivendi will receive an equivalent number of shares in the three
01:07:55sub-entities. So exactly the same shareholder base on day
01:08:00one as for Vivendi. So everyone here in this room and also the
01:08:04shareholders that are tuned in online and who have voted remotely or maybe who
01:08:08decided not to vote. Some shareholders will certainly decide to
01:08:15share their stakes in one or maybe multiple of these companies and other shareholders
01:08:21may try to take up a position. This is exactly why we met with the
01:08:27investors over the last few months for the three new entities.
01:08:32And also for Vivendi, of course, we're drumming up support for new shareholders
01:08:36who will look to maybe get in on the capital. So exactly the same shareholder base on day
01:08:42one and then that shareholder base will ebb and flow as is always the case.
01:08:48But the four structures will be entirely autonomous.
01:08:51I would just like to mention the existence of a transition service agreement, a TSA as
01:08:58it's known. This will enable the companies to have a
01:09:02one-year grace period during which they can receive advice from Vivendi HQ.
01:09:12Now, another question? Seeing as I got talk down there.
01:09:18Mr. Jeanbert, individual shareholder. Now, the demerger was announced a year
01:09:23ago and was pitched as being full of great news.
01:09:2713th of December 2023, 8.93 share price, 9.99 after the announcement.
01:09:34Now we're back down to 8 point something. So it seems that the market isn't really buying
01:09:38in or at least is not removing that conglomerate discount.
01:09:45The Bolloré family will end up with more than a 30% stake in a number of the new companies.
01:09:49Would it have been better if you stayed under that 30%
01:09:52threshold and taken on a still stand agreement to promise to stay under that 30% for six months?
01:10:10It doesn't really matter what the entities are and how they're broken down.
01:10:13What really matters is the combined share price.
01:10:15And I do have a question about the accounts being non-consolidated for the first stick
01:10:20six months. Why do we not have non-audited accounts?
01:10:32You said that Lagardère will be more than 90% of ANR.
01:10:37Why did you not just list Lagardère on its own?
01:10:43It all seems like a bit of a shame. And finally, your upcoming AGMs,
01:10:48will they be held in France? You said that the tax domicile will be France,
01:10:52but they will be traded abroad. So where will the upcoming AGMs be held?
01:10:59Thank you very much for those questions. So the share price is something that
01:11:04we're, of course, not delighted by, especially if you look at what's been going on over the last
01:11:09weeks. We're basically back down to something similar to where we were before the announcement.
01:11:14I personally do not believe that this is due to Bolloré Group having the potential
01:11:21to go over 30% stakes. I continue to believe that these companies,
01:11:30once separated, will have a clearer path to growth than if they remained with Vendee.
01:11:37Now, Havas could be traded, but it could certainly be the object of an IPO,
01:11:45not a hostile one, but there could be a takeover.
01:11:54But I'm not sure that would remove value from
01:11:58Havas because I don't really believe in hostile takeovers anyway.
01:12:01Now, I believe that the accounts for the first semester have been audited.
01:12:06Just to specify that the accounts as part of this transaction have been published in
01:12:17the brochures for all four entities, Havas Canal, LSG, and Vendee.
01:12:23They have been submitted, and all of these accounts were fully audited and certified.
01:12:28Your fourth question was related to Lagardère and why not just trade Lagardère directly.
01:12:36First reason for that is that we wanted to pull Lagardère towards Prisma to create a group there.
01:12:44And also, the shareholder structure for Lagardère still has,
01:12:50now this is going to get a little bit technical, but there are still shareholders for Lagardère
01:12:55who are able to claim Vendee shares up until 24th of June 2025.
01:13:02So, it was quite difficult to change the shareholder structure for Lagardère.
01:13:07So, it actually made more sense to create Louis Hachet Group as a debt structure.
01:13:13The AGMs for Canal Plus, Louis Hachet and Vendee, SAE, will be held in Paris or at least in France.
01:13:21Havas' AGM will be held in Amsterdam as it will be a Dutch company,
01:13:28but it will be, of course, broadcast online.
01:13:36Final question, maybe?
01:13:37Final question, maybe?
01:13:46Good afternoon. I'm a shareholder, also Artois and Montsem.
01:13:55Let's go back to 2022 and May 2022, and there was an elderly woman who stood up and said that
01:14:06for the first time her checking account had gone overdrawn, and the reason for that was that there
01:14:12had been a tax applied and that you let happen, and you didn't really warn people that that was
01:14:20going to happen. A lot of people really struggled with that 7.5 tax that was a bit of a surprise.
01:14:28So, once again, we're going to be at 1.28. I hope that you're going to properly inform banks and
01:14:32people so that people don't end up overdrawn and that they're not going to have any issues
01:14:39when it comes to paying that tax. Now, right now, Vendee is 8.82, UMG 23.3 under its initial share
01:14:49price. So, minus the 7.5 in taxes and then 1.28 in taxes, we end up at a 23.7 value of Vendee's
01:14:59share. So, it doesn't really matter what Vendee decides to do. There's still a lot of work to be
01:15:04done to increase, to create value. Yes, now, there may have been some confusion related to
01:15:15UMG and taxes. We'd like to apologise for that. The teams have made sure that banks properly
01:15:25inform their clients on the tax system that's going to be applied and they recommend either
01:15:30having provisions or selling shares to offset the tax. And then, on what you said about the
01:15:38share price, now, to be truly precise, we'd also need to account for capital losses. So, yes,
01:15:4523 euros with the taxes, but you also have the taxable added value at the point of sale of the
01:15:53shares because, of course, the share price goes down after the merger as well. Can we move on to
01:16:02the vote? Okay, so, number five, the final question now. Mr Chairman, Mr Yannick Bolloré,
01:16:19the sterling market is showing signs of slowing down due to inflation in large part due to
01:16:28Putin's war of aggression in Ukraine. On top of that, there's political instability and record
01:16:34debt levels, and that has led to a number of our fellow citizens to be concerned about their
01:16:38purchasing power going forward. In this difficult environment, Louis Achet Group is defending
01:16:45a diversity in literary culture that is as broad as possible. My question to you, can you reassure
01:16:54us on the political impartiality of the major shareholder of Achet because sometimes
01:17:02a combination of company governance plus ideology can lead to a loss in trust of books and literature?
01:17:10Thank you very much for that question. I think that there's a lot of
01:17:14silly things being said about that.
01:17:19Now, of course, there's no political ideology going on behind the scenes.
01:17:26The publishers that we've invested in, La Garde, or even editors in the past, have always been
01:17:32free to publish any types of books with any types of political opinion they desire. From
01:17:38Jean-Luc Mélenchon, Fabien Roussel, Christiane Taubira, very left-wing figures, very right-wing
01:17:44figures, with all of the center politicians represented as well. So a wide range of books,
01:17:51and we do not have any weight in publishers' decisions to publish certain books. In fact,
01:17:58we encourage them to publish books that cover as many perspectives as possible. So you can
01:18:04count on us to keep that position. Okay, now let's move on to our resolution.
01:18:09Resolution is plural. Now, first of all, good news. Mr. Roche and Mrs. Berger will appreciate
01:18:15this. The final quorum is nearly 72%, 71.96%. 71.96% indeed. So clearly up versus past AGMs,
01:18:28and we'd like to thank you for your participation.
01:18:31Four resolutions are being put to your approval. As at previous Annual General Meetings,
01:18:36the voting system is electronic. If there were a technical failure, then you all have a card
01:18:43which you can use to switch over to manual optical scan voting. We have Sylvain Thomazon
01:18:49and Denis Karib, our bailiffs, who will draw up the minutes of the vote. The vote is cast
01:18:55as soon as the countdown appears on screen. There are three buttons. Four, press one. Against,
01:19:01press two. To abstain, press three. Your handset will then display vote received. Either four,
01:19:07against or abstention to show that your vote has indeed been counted. Let's start with the
01:19:14first resolution of the Extraordinary Meeting. Approval of the partial asset contribution
01:19:19Approval of the partial asset contribution subject to the French legal regime applicable
01:19:23to demergers L236-2 of the French Commercial Code by Vivendi SE to Canal Plus SA and the
01:19:33terms and conditions of the partial demerger terms for Canal Plus. Voting is now open.
01:19:49The voting is now closed. The first resolution is adopted with 97.57% of the vote.
01:20:10Moving now on to resolution number two, approval of the partial asset contribution subject to the
01:20:16French legal regime applicable under the French Commercial Code by Vivendi SE to Louis
01:20:23Hachet Group SA and of the terms and conditions of the draft Louis Hachet Group partial demerger
01:20:29terms. Voting is now open.
01:20:46Voting is now closed.
01:20:52The second resolution is adopted with 97.58% of the vote.
01:20:58Moving on now to our ordinary meeting third resolution,
01:21:04exceptional distribution in kind of the shares to Havas NV to the shareholders of Vivendi SE.
01:21:11Voting is now open.
01:21:16Voting is now closed.
01:21:30The third resolution is approved with 97.61% of the vote.
01:21:38Fourth resolution powers to carry out formalities.
01:21:46Voting is now open.
01:22:05Voting is now closed.
01:22:09Resolution number four is adopted with 98.57% of the vote.
01:22:12I'd like to remind you that all of the details of the vote will be put online as is always the
01:22:19case after this general meeting. Thank you very much. Thank you, Frédéric. Thank you,
01:22:24dear shareholders. Thank you very much for trusting us through this vote. We would like
01:22:30to see you all for the upcoming annual general meetings, plural, three of which will be held
01:22:37in Paris and one in Amsterdam. Have a great Christmas, everyone.
01:23:07Only thing to cure my ills. Now I need your soul.
01:23:16And I'm loving you more and more. There's nothing I can do.
01:23:29You told me
01:23:31the truth about myself and I just sat there and pretended to be dead.
01:23:45I've never heard the truth. Girl, I must confess.
01:23:52And when I did, I
01:24:00knew there's nothing I can do about it.
01:24:15I started out to run my game on you.
01:24:22Well, you see, baby, I never intended to be true.
01:24:30But for a girl, I thought to be so naive.
01:24:37You sure turned around and made a.
01:24:45Well, there's nothing I can do about it.
01:24:51Just like the game.
01:24:55There's nothing I can do about it.
01:25:00Oh, there's nothing I can do about it.