PARIS, September 09, 2024–(BUSINESS WIRE)–Regulatory News:
Living (Paris:VIV):
This supplement no. 4 is established in application of the provisions of articles 241-1 and 241-2 of the General Regulations of the Financial Markets Authority.
1. Date of the General Meeting authorizing the share buyback program and implementation.
The authorization for the company to purchase its own shares was given by the Combined General Meeting of April 29, 2024 (twenty-first resolution). It is implemented upon delegation of the Management Board of April 29, May 30, June 17, July 24 and September 9, 2024.
2. Number of securities and share of capital held directly or indirectly.
Between April 30, 2024, the implementation date of the program, and August 28, 2024, the number of shares repurchased on the market under the program description posted online on April 30, 2024 amounts to 25,146,514 shares, or 2.44% of the current share capital.
As of September 9, 2024, the number of shares held is 38,106,631, or 3.70% of the share capital.
3. Distribution by objectives of the securities held directly.
As of September 9, 2024, the allocation of shares held is as follows:
| Cancellation of actions | 32 146 514 (a) |
| Performance share plan coverage | 3 116 692 |
| Employee shareholding operations | 2 843 425 |
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Of which 25,146,514 shares were repurchased on the market under the current program (see § 2).
4. Objective of the buyback program and this supplement no. 4
Pursuant to the Management Board’s decision of September 9, 2024, the maximum number of shares that may be repurchased under the current share repurchase program and under this Supplement No. 4 is increased from 25,407,259 shares to 35,146,514 shares, or 3.41% of the current share capital. These 9,739,255 additional shares as well as the balance of 260,745 shares not repurchased under the previous mandate, or a total of 10,000,000 shares, will be repurchased, depending on market conditions, with a view, where applicable, to their exchange or delivery in the context of external growth transactions.
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It is specified that the specific methods of implementing this objective are as follows:
– implementation of the program by an investment services provider under an irrevocable and independent mandate to carry out the purchases, and
– implemented from September 10, 2024 and for a period expiring on September 30, 2024.
5. Maximum share of capital, maximum number and characteristics of securities, maximum purchase price.
As of September 9, 2024, the share capital amounts to 5,664,549,687.50 euros, divided into 1,029,918,125 shares.
The General Meeting set the maximum share of capital that may be held by the company at 10% of the number of shares making up the share capital, i.e. a theoretical number of 102.99 million shares.
The maximum purchase price set by the General Meeting was set at 16 euros per share.
The Management Board, at its meeting of September 9, 2024, limited the implementation of this program to 3.41% of the capital, representing 35,146,514 shares, excluding the number of shares held before the implementation of the program (Cf. § 4 and § 7).
6. Duration of the buyback program
The duration of the program has been set at 18 months from the General Meeting of April 29, 2024, i.e. until October 28, 2025.
7. Review of the previous buyback program (2023-2024)
Under the previous programme, the company bought back 13,000,000 of its own shares on the market, representing 1.26% of the share capital, backed by:
– where applicable, to transfers to employees or corporate officers of Vivendi group companies adhering to the Vivendi Group Savings Plan or the Vivendi International Group Savings Plan, up to 6,000,000 shares;
– cancellation, up to 7,000,000 shares.
Pursuant to the authorization given by the Combined General Meeting of April 24, 2023 (twenty-fifth resolution), the Management Board canceled, between June 7 and July 27, 2023, a total of 72,956,593 shares representing 6.76% of the share capital, in application of Article L. 22-10-62 of the French Commercial Code, all purchased under the 2021-2022 share buyback program, including:
– 25,938,272 shares, representing 2.35% of the share capital, cancelled on June 7, 2023;
– 35,164,782 shares, representing 3.27% of the share capital, cancelled on June 19, 2023; and
– 11,853,539 shares, representing 1.14% of the share capital, cancelled on July 27, 2023.
As of April 29, 2024, before the implementation of the 2024-2025 buyback program, Vivendi directly held 14,759,511 of its own shares, or 1.43% of the share capital.
Cumulative gross transfer flows between May 19, 2023 and March 11, 2024
| Transfers (1) | |
| Number of titles | 2 435 413 |
| Average unit price in euros (book value) | 15,42 |
| Cumulative amount in euros | 37 555 785 |
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Transfer in favor of certain beneficiaries of free performance share allocation plans, in the amount of 837,994 shares, and in favor of employees or corporate officers of Vivendi group companies adhering to the Group Savings Plan or the Vivendi International Group Savings Plan (employee shareholding operations), in the amount of 1,597,419 shares.
Number of shares cancelled in the last 24 months : 78 643 7251
8. Open positions on derivative products: Nothing.
1 Including 11,853,539 shares by decision of the Management Board of July 27, 2023 (Cf. § 7), 35,164,782 shares by decision of the Management Board of June 19, 2023 (Cf. § 7), 25,938,272 shares by decision of the Management Board of June 7, 2023 (Cf. § 7) and 5,687,132 shares cancelled by decision of the Management Board of January 16, 2023.
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