Shareholder Impact

Vivendi – Written questions

Over the last few years, Phitrust believes that Vivendi’s governance is not satisfactory.

In preparation of the AGM on April 15^th, Phitrust has sent several written questions at the Annual General Meeting concerning the following issues:

I. On the allocation of functions and responsibilities: Mr Yannick Bolloré is both Chairman of the Supervisory Board and the Chairman & CEO of Havas, a wholly-owned operational subsidiary of Vivendi. Therefore, it appears that there is a significant conflict of interest. In addition, two Managing Directors of the Bolloré group, Gilles Alix and Cédric de Bailliencourt, are both members of the Management Board. Vivendi’s Supervisory Board is therefore in a position of control over the representatives of its major shareholder, who also have an executive role in the controlled company.

Phitrust is also surprised by the absence of women within the Management Board’s seven members. In comparison, the Supervisory Board is composed of six women among twelve members.

II. On double voting rights and the take-over of Vivendi: Phitrust has once again shared its point of view concerning double voting rights, which only serve shareholders willing to take control of a company without having to launch a takeover bid. This seems quite obvious in the case of the Bolloré group. As part of the sale of UMG (Universal Music Group), Vivendi has announced a NCIB program (Normal-Course Issuer Bid) followed by a cancellation of 25% its own shares. The Bolloré group could once again ask a derogation to the French financial markets authority (Autorité des Marchés Financiers – AMF) concerning the obligatory takeover bid, being considered as a “passive threshold crossing”. Therefore, the Bolloré group would become Vivendi’s major shareholder without having to launch a takeover bid, at the expense of minority shareholders. The Bolloré group controlling Vivendi and playing a strong role at the Annual General Meeting, it therefore seems that the takeover would be orchestrated and should require a takeover bid.

III. On the remuneration of the Chairman of the Management Board: The Supervisory Board has not implemented the remuneration policy approved by the 2018 Annual General Meeting. The fixed remuneration of 1.2 m€ increased to 1.4 m€, representing an increase of 200,000€ compared to what was initially voted. In addition, this remuneration policy did not authorise the payment of an exceptional compensation of 390,000€ to the Chairman of the Management Board.

IV. On the regulated agreements and commitments: Phitrust has asked for clarification concerning the regulated agreements and commitments between the Bolloré group, its holding companies or its subsidiaries, with Vivendi group entities.

Furthermore, Phitrust regrets the formalism of the convocation to the Annual General Meeting: the narrow timeframes due to a late AGM notice, as well as the modalities for the filing of resolutions and written questions, which consequently limit the right to expression of shareholders. Phitrust has alerted the French financial markets authority (AMF) concerning all these issues.

Phitrust hopes that Vivendi’s executive management will bring precise and detailed answers to these questions, which would be greatly appreciated by all shareholders and institutional investors.

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AccorHotels – Resolution A

Respecting the “one share-one vote” principle

DESPITE STRONG SUPPORT, RESOLUTION A WAS NOT ADOPTED

52.4% of shareholders voted in favor of our Resolution A, which proposed to adopt the single voting rights in the company’s Bylaws and to respect accordingly the “one share-one vote” principle.

However, this score did not allow the adoption of this resolution (a 2/3 majority was required), and will give double voting rights to the two groups of reference shareholders (JingJiang International and the QIA / Kingdom Holdings concert).

We hope that this vote will not result in the control of Accor by these shareholders to the detriment of the other minority shareholders.

Phitrust rappelle que :

– Faciliter la fidélité des actionnaires par un droit de vote double n’a jamais pu être prouvé. En revanche, des exemples récents montrent que les actionnaires de référence souhaitant maintenir ce droit sont ceux qui à terme prennent le contrôle de la société sans lancer d’offre publique obligatoire  et donc sans en payer le prix, lésant de fait les actionnaires minoritaires.

– La stabilité de l’actionnariat par le droit de vote double est aussi contestable; comme nous l’avons vu récemment, l’équilibre entre plusieurs grands actionnaires bénéficiant de droits de vote double peut conduire à une stratégie qui n’est pas dans l’intérêt de la société et de ses actionnaires minoritaires.

Quel intérêt peut donc avoir un actionnaire minoritaire qui ne souhaite pas prendre le contrôle d’une société à obtenir des droits de vote double ?

Supported by many long-term French and foreign investors, Phitrust will continue to actively participate in discussion at General Meetings about the impact of these double voting rights for minority shareholders.

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Orange – Resolution D

Respecting the “one share-one vote” principle

43.3% of shareholders voted in favour of resolution D, which proposed to restore simple voting rights in the company’s by-laws.

Taking into account the participation rate at the meeting of 67.2% and the distribution of capital (State: 25.1% and employees: 5.1%, i.e. 44.9% of the voting rights at this meeting), this result shows strong support from shareholders (78% of non-state and non-employee shareholders voted for resolution D).

Nevertheless, this did not allow the adoption of this resolution, and will thus give registered shareholders of Orange and the public shareholder the double voting rights authorised by the Florange Law.

In addition, five capital increase resolutions that could be implemented by the board during a public offer period under the new provisions of the Florange Law were rejected, investors thus showing that they wish to maintain the board’s neutrality during takeover bids.

Backed by many long-term French and foreign investors, Phitrust will continue to participate actively in debates on the impact of the Florange Law for minority shareholders during the Annual General Meetings.

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Vivendi – Resolution A

Respecting the “one share-one vote” principle

50.05% of shareholders voted in favour of resolution D, which proposed restoring simple voting rights in the company’s by-laws. This shows strong support from shareholders, although it is surprising that the quorum is almost the same as in 2014 (59% vs. 57%), while the Bolloré group has increased its stake by nearly 10% since the 2014 general meeting.

Nevertheless, this did not allow the adoption of this resolution, and will thus give registered shareholders of Orange and the public shareholder the double voting rights authorised by the Florange Law.

In addition, five capital increase resolutions that could be implemented by the Board during a public offer period under the new provisions of the Florange Law were rejected, investors thus showing that they wish to maintain the board neutrality during takeover bids.

Backed by many long-term French and foreign investors, Phitrust will continue to participate actively in debates on the impact of the Florange Law for minority shareholders during the 2015 General Meetings.

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