Vivendi SE (VIV) Earnings Call Transcript & Summary

Ladies and gentlemen, dear shareholders, welcome to Vivendi's combined general meeting. Thank you very much for joining us today here at the Folies Bergère. This is an iconic venue, which is now part of the Vivendi Group since we integrated Lagardère into Vivendi in 2023. I'd like to welcome Arnaud Lagardère, who is in the room with us. Arnaud that you've told me that this place brings good luck and we're going to need it today. I'd also like to thank the many of you who tuned in remotely, thanks to the online link. It's, of course, a great pleasure to be here with you all today at the end of 2024. Today, we will be putting to the vote a project that will be highly structural to the group with Mr. Arnaud de Puyfontaine, Chairman of the Management Board with us; Mr. Frédéric Crépin, General Counsel of Vivendi. And I would also like to thank the other members of the Managing Board of Vivendi, Maxime Saada, Claire Léost, Francois Laroze, Céline Merle-Béral. All of the members of ExCom we've got, Michel, Grégoire and the whole band with us. Of course Arnaud, thank you for being with us. And I'd also like to thank the members of the Supervisory Board. Thank you for all of the advice that you've given us this year. The Supervisory Board indeed met a record number of times out the year to look at all of the moving parts within this operation. Sandrine, Véronique, Fabien especially the employee issues. And I'd like to thank all of the employees and the shareholders, of course, of the group for being here with us this afternoon. I'd like to give the floor to Frédéric Crépin to discuss some of the formalities.

Thank you, Mr. Chairman. I would like to remind you that the Annual General Meeting was convened today by a notice of meeting published in the BALO, November 20, 2024. And in the [Foreign Language] legal gazette on the same date as well as by letters sent to all registered shareholders. All of the documents have been made available to the shareholders in the forms and within the time limits prescribed by law. I would like to remind you that you are being asked to vote on the following agenda. The Canal+ partial demerger project, the Louis Hachette Group demerger and the proposed exceptional distribution in kind of 100% of the share capital of Havas N.V. to Vivendi SE shareholders. We have a 71% provisional quorum. This is up versus the previous years. We were at 70.5% last year. Therefore, we can validly deliberate. People are still trickling in, and the final quorum will be established before the vote. For the information of the bureau. We have Mr. Yannick Bolloré, he's capacity of Chairman of the Supervisory Board. And we have Mrs. Kim Menin representing Bolloré SE and Compagnie de l’Odet; and [ Ms. Florence ], representing [ Group Vivendi épargne ], who have accepted to act as scrutineers. And they are here just to my right. I'd like to wish them welcome. And I propose that I act as Secretary if Mr. Yannick Bolloré, agrees.

I agree.

Finally, [ Silva ] and [ Dennis ] the vote count and will change the voting is carried out correctly.

Thank you very much, Frédéric. The Annual General Meeting is now officially opened. And of course, I'm absolutely delighted that we have a slightly higher quorum already now at the beginning of the meeting compared to the previous years. Dear shareholders, this is, of course, a decisive meeting for the group. Over the past year, our teams have been working on a project that I think is fair to qualify as transformative and on which you are going to be asked to vote today in just a few minutes. But before that, let's go back to the beginning of the project. What led us to the Folies Bergère right here right now to vote on this demerger project. Well, it all started with Vivendi's share price. Despite excellent financial results within Canal+, within Havas, within Lagardère as well and also Prisma Media and Gameloft as well. The share price of Vivendi was not a true reflection of the value of those assets. Basically, we had a very high conglomerate discount being applied and that discount got higher with Universal Music and that transaction in 2021. That discount was assessed at around 44% in December '23 when we decided to consider this project, and it was really holding us back. It was holding us back as shareholders, of course, but it was also holding the companies back in their development. This is why the Management Board chaired by Arnaud de Puyfontaine has been looking at every potential solution to remedy that solution. This leads us to the 13th of December, a year ago, basically day-to-day when the Executive Board hosted the Supervisory Board, the possibility of the plan that you know about. This is the end of many months of hard work from employees and of dialogue with all of the stakeholders, including our employees, our shareholders and everyone who helped us finalize this project. Our aim here is twofold. First of all, we're looking to better reflect the value of our activities in our business but we're also looking to fully unleash the potential of our assets. I firmly believe that this project meets those criteria. First of all, the spin-off would help accelerate growth through acquisition. We'd be able to move away from acquisitions coming through free cash flow, you being able to have things on the balance sheet and to be able to pay things using securities. This means we'll be able to have long-term invested shareholders that firmly believe in the individual business lines. It's also an opportunity for us to fully align the interests of leaders and shareholders. And we'd be able to implement share-based incentive programs. And fourthly, this would increase the international visibility for each of these assets. Believe me, when I say that this project is in the interest of all shareholders. And let me say it again, it is in the interest of all shareholders. There is no alternative to this other than the status quo. Therefore, I bring a lot of enthusiasm as I get ready to announce the major strokes of the project and to put that to your vote. I'd like to thank you, ladies and gentlemen, for your attention and give the floor to Arnaud.

Thank you, Yannick. Dear shareholders, good afternoon to you all. As Yannick just reminded us, reducing the holding company discount and fair valuation of our businesses are the 2 objectives that the management Board set for itself at the end of 2023. But before I get more into detail about the demerger project, which is profoundly structural for Vivendi. First of all, let me present this as a new chapter in the group's history that will create value for Vivendi and for its shareholders. If you look at the share price since April 2018, which is the date at which Yannick Bolloré took over the chairmanship of the Supervisory Board, the share price has gone up with reinvested dividend by 82.7% when the CAC 40 index was only going up by 68.1%. All of this, despite the application of a discount. So as I was saying, new chapter opened on the 13th of December 2023. This came after a process that you can see on the screen in the form of a time line. After the AGM on the 29th of April, the Supervisory Board asked the Management Board to prepare the project. On the 22nd of July, we confirmed feasibility and identified stock exchanges on which each entity would be traded after the demerger. After consulting the employee representative bodies, the Supervisory Board on the 29th of October confirmed the project and called for this present AGM. Throughout this entire period, we have worked hard to maintain clear communication with the Supervisory Board and our shareholders. In the home stretch, this communication intensified, leading to the Capital Market Days in London on November 18 and 19. During these days, Canal+ and Havas presented their ambitions and their strategy to the market. Today's general meeting is the final step of a long and complex process, but it's a process that has given shape to a highly value-creating project. If the project were to be completed, we have a visual summary of where Vivendi would be headed following the demerger that you'll be voting on. As you can see, this is a reorganization of the group's businesses designed to provide autonomy to each entity that I will now describe in detail. First of all, Canal+. Canal+ continues to be one of the world's leading media and entertainment companies, thanks to [ their ] strategic vision backed by flawless execution. Its subscriber base has now reached 26.8 million customers spread across 50 different countries with a gravity center that is gradually shifting towards the growth markets in Africa and Asia. This growth of our subscriber base further confirms Canal+'s positioning in the market as a super aggregator, capable of offering the best content in fiction, nonfiction and sport with programs from its own catalog or from its partners, partners that are sometimes local or global. Content is key, but so is distribution. And that's what Canal+ is achieving, thanks to myCanal, which is the group's market-leading distribution platform. The quality of its offerings and the commitment of its 9,000 employees are enabling Canal+ to reinforce its critical mass, which is, as you know, an essential pre-requisite for investing in content and technology. The current MultiChoice deal in which Canal+ holds over 40% of the capital is a formidable catalyst for the group in this regard and could double a subscriber base pushing it past the 50 million customer threshold. Let's now move on to Havas. Havas is really a world leader in communication, marketing and consulting. The new configuration would enable Havas to further accelerate its development in all areas by capitalizing on its fundamentals. Let's start with talent. Talent is, of course, at the heart of Havas. Thanks to strong corporate culture, these talents are able to grow within the group and give their best. Today, they are supported by generative artificial intelligence with all of its potential, which when applied to data increases Havas effectiveness with its clients. Thanks to this talent and technology, creativity remains Havas's trump card in the global competition. The group has been particularly successful this year with BETC crowned the world's most creative advertiser. This creativity can be seen within Converged, Havas's new strategic plan aiming to create a high-performance, client-centric integrated model. This is implemented through an active acquisition policy since 2014 for EUR 600 million, to which a further EUR 400 million will be added through M&A, OpEx and CapEx by 2027. This is a significant ramp-up in our investment, EUR 60 million to EUR 100 million per annum. In this way, technology combined with human creativity and organizational agility to create a fantastic success story for the future of Havas. Next, we have Louis Hachette Group. Through Louis Hachette Group, we're going back to our roots. Louis Hachette was the pioneer in the 19th century who invented the concept of travel retail selling books and magazines to travelers. In keeping with this history and as a tribute to its founder, Louis Hachette Group combines players from a travel retail publishing and press sectors, all of whom are leaders in their respective markets. Lagardère Travel Retail is a world leader in transport retailing. It has a global presence and a diversified business portfolio, which provides it with the perfect position to leverage growth opportunities. As to the book industry, Lagardère Publishing is a solid third worldwide with more than 150 publishing houses and thousands of authors promoting culture and language through their works. On top of books, magazines naturally have a place with Prisma. Prisma dominates the magazine market in France. It's editorially bold through the creation of a luxury division, technological investments, which have digitized its press offering in its distribution. All of this makes Prisma France's leading digital media group perfectly aligned with the group's other media. Should the proposed demerger be approved. The Vivendi group would open a new chapter in its history, well remaining true to what it is, i.e., a major layer in the creative and entertainment industries. Let me stress that point. Vivendi has a long history, and that is thanks to its ability to reinvent itself. I am firmly convinced that the sequence that we're hoping for today will be just as promising. The next chapter will come through the active management of our interest in UMG, also Telecom Italia, Banijay, MediaForEurope, Telefonica and PRISA. The only aim is to create value for our shareholders. At this time, Gameloft is going to continue its transformation moving from a mobile-only games publisher to a publisher for games available on all platforms with a number of successes already to its credit. If the demerger goes ahead, here are the entities that you would hold in your portfolio. Each share would give a share for each new entity. Canal+ would be added on the London Stock Exchange to reflect its increasingly international DNA. It's international through its subscriber base, it's global competition market and the potential ongoing and future acquisition potential. Havas with over 80% of its consulting and advertising business being international, will be traded on Euronext Amsterdam which has already supported the stock market success of Universal Music Group. The choice of this marketplace strengthens Havas international visibility and enhances its stability, which are 2 important components for our clients and our talent. Louis Hachette Group would be traded on Euronext growth in Paris in line with the continuing listing on Euronext Paris of its Lagardère subsidiary, which represents 90% of the group's value. Vivendi finally would remain traded on Euronext Paris, the regulated market, and we'll continue to actively manage its listed and unlisted assets. As you can see, the study carried out has helped us identify the most appropriate stock markets for the 4 post spin-off entities in a way that takes into account the nature of their business and their international exposure. However, it is important to emphasize that all entities would have French head offices and therefore, would remain resident in France for tax purposes. I'd like to wrap up this presentation by spending a moment on the tax implications of the demerger. This is a question that we've heard from a lot of stakeholders, and we've decided to pay particular care to this. An image speaks louder than a thousand words. We have a short video. [Presentation]

Ladies and gentlemen, dear shareholders. In a few moments, you'll be asked to give your view on a project that is very defining for your group. And the proposed new configuration Canal+, Havas, Louis Hachette Group would become independent, listed and pure player leaders in their field with uncontested leadership. Like Vivendi, these entities could be fully valued by the stock market so would have all the levers at their disposal to grow, seize the opportunities open to them and thus, accelerate their sustainable growth. The 4 companies which have become cousins after having been sisters would retain the same core shareholder, the Bolloré Group and preserve the long-standing ties between teams that know and appreciate one another. I would add a clarification here, just to indicate that all companies would be taxed in France, three, Canal+, Louis Hachette Group and Vivendi will have their head offices in France and have us in the Netherlands. And lastly, to conclude, ladies and gentlemen, this is an historic moment for Vivendi, the Executive Board's responsibility before the Supervisory Board and you, shareholders, is to create the conditions for each entity right its own story with the aim of creating value. The proposed demerger, which were about to vote meet this objective. Thank you and back now to Yannick Bolloré.

Thank you Arnaud. We're now going to move to the question-and-answer session and microphones are available. I'd just like to point out that I read somewhere there won't be a gift offered at this meeting, which is incorrect. After the vote, a bottle of wine will be offered to all shareholders present.

Frédéric, let's start with the written questions.

Yes, I think we've received a set of written questions from shareholder, [indiscernible] individual shareholders, questions concern the tax treatment of Canal+ shares to be listed on the London Stock Exchange. Some of the questions were answered during the presentations at this General meeting, you'll find on our website under the AGM section. Answers to the questions approved by your Board in accordance with legal and regulatory provisions.

Thank you, Frédéric. Now start with questions from the floor, Vivendi Shareholder Committee.

Individual shareholder. Good afternoon to you all. I'd really just like to give you a historical reminder. I was President when , Jean-Marie Messier in the middle of an AGM saying that things we're going very well, and then there was a debt of EUR 35 million. Then Mr. Fourtou before Vincent Bolloré, who repeat that. But on the share that just didn't take off. There was a discount, and that's why I'll be through in a second, we need to vote massively in favor of this spin-off. It's a great idea, we can't miss out on an historic opportunity.

I didn't quite catch your question, but thank you for that. And I assure you that, that was not at all a prepared intervention. Can you move to the question from the shareholder committee, please?

Chantal Voegel, Member of the Shareholder Committee. In the past, a dividend of EUR 0.25 were paid to Vivendi shareholders. After the spin-off what will be the dividend policy of each individual entity or more specifically, Canal+ and Vivendi, especially Vivendi that will be heavily indebted after this demerger?

Thanks. Francois, would you like to Francois Laroze, our Chief Financial Officer, would like to answer the question on dividend?

Yes, of course, the dividend policy will be determined by the fourth entities stemming from this transaction. The indication set out, firstly, Havas that would follow a payout ratio 40% that's the net earnings allocated to dividend is 40%. Louis Hachette indicated that it would pay a dividend representing at least 85% of dividends that it would receive from Lagardère and Prisma. Lastly, Vivendi gave an indication on the basis of a yield of 1.5% of the market capitalization value of Vivendi. For Canal some quality indications given in the perspective that will be clarified quantitatively in due course. Thank you.

And maybe the second part of your question on the Vivendi debt, it will be of EUR 2 billion for assets of that valued about EUR 6 billion. So it's a reasonable gearing, making it possible to pay out the dividend that Francois indicated.

Good afternoon. I'm a minority shareholder. My question concerns Canal+. The CDI will be tax of U.K. tax liability, which isn't clear to determine. And there's another concern affecting individual shareholders. The London listing will know will no doubt allow Canal+ to dispense with French regulations and to opt for a far more advantageous tax scheme. I'd like to understand if that serves the interest of the individual shareholder for the London listing and its consistency with financial regulations?

So on the tax front, as Arnaud said, earlier, all companies will remain taxable in France because what determines the tax reservation. The tax location is where the management, the business is based and conducted the managers are not going to move from France. It doesn't change anything in terms of corporate tax. I don't think we can add anything in terms of the taxation of securities. I don't know if you clearly understood the video about the tax implications. Only the portion tax will be is brought to reserves. That's for [ EUR 367 million ] and it will be taxed according to the level of an individual or corporate, whether it's in a savings plan or a securities plan. Madam Berjal from CIAM is raising her hand.

I'm speaking on behalf of the association of individual shareholders. Thank you for answering the question about the dividend. Just a clarification regarding the dividend for this fiscal year that's ending, which will show a profit. Will it be the Vivendi parent company that will pay the dividend for everyone or will each company pay its own dividend on the basis of the principals indicated? Havas, their AGM will be held in the Netherlands, if I'm not taken. And for UMG, that's also listed in Netherlands, it's not the same equity custodian. For Canal+ and [ Havas ] that Uptevia will continue to be the custodian for the securities. My final question that really is a bit beyond the confines of the AGM. But what can Vivendi who are outraged by the AGCom regulator decision regarding the head of the group. Thank you, Chairman.

I'll respond to your last few questions, and maybe Maxime can speak to this. First, each company will pay its dividend in '25 in respect of FY '24, Vivendi will pay out the dividend about 1.25%. In the future market cap of Vivendi as Havas will pay its dividend directly from Amsterdam. Canal+ will pay its dividend shares also according to it's for Uptevia, I know that Havas signed a contract with Uptevia, so that shouldn't really change. As Uptevia will also be the custodian anyway. We'll get back to you on that. Do you know the answer to that, Fred?

For Havas, it's Uptevia, correct.

Anyway, I'll get back to you on that. But on the AGCom regulator decision, Maxime doesn't want to speak to that one. But of course, it's all rather third.

Mr. Chairman, ladies and gentlemen, shareholder. My name is Catherine Berjal, President of CIAM alternative management, managing several funds. We've been Vivendi shareholders since 2018 more or less since 2018. Prior to that, we were a shareholder of Canal+ 2013. We also took part in the increase in the offer price 2015 when you bought out the minority shareholders. That's to say that we know the group Vivendi very well, and we're fully legitimate being here today. The transaction looks fine on paper. It's a fine transaction to reduce the whole discount by 40%, 45%. But today, to list these 3 entities on locations that are inappropriate isn't going to solve the problem, reduce the holding discount. Only profit Bolloré Group that will go from 30% become majority shareholder and strengthen its control and knockdown price. All the other shareholders are losing out -- all the shareholders we've spoken to have said that they were taking for a ride and unhappy were trapped with hostages and we have no choice. We'll have to make do with crumbs rather than making do with nothing. Proxy advisers kind of paid lip service by saying the big governance issues that this will generate. And the only legitimate proxy invest said, vote no, it doesn't create any value for the shareholder, nor for the Paris marketplace because, in fact, you're circumventing the law, it's legal fraud. That's why I said to the shareholders. What you're doing is short term just to grab crumbs whereas long term. It's going to create a precedent. As you said, Chairman, time to vote shareholder democracy, but make no mistake, even the vote at the AGM is fully controlled. You control -- you control the management, you control every level and even the general meeting with a quorum at 70%, you have the votes, and you know that. So it's not true. There's no shareholder democracy on this vote. That's why I think you said why at the end of the day, offer a control premium for a company that we already control. Well I'll tell you why, it's a law. That's why we filed an injunction to put an end to this demerger transaction, that's illegitimate. We also appealed on the regulator decision that's control of Bolloré over Vivendi because Bolloré controls Vivendi. Now you've taken [ 19 ] banks to silence the critics, it's unprecedented in Paris. And so how much more of these [ 19 ] banks going to cost us and all the legal counsel. And don't forget the salary of Maxime Saada, it'd be interesting to know the amount. Thanks.

Thank you, Madam. Mr. [ Hans ], would you like to add anything?

Mr. Chairman, [indiscernible] [ Roche ]. So we agree with what Catherine Berjal just said. We disagree with this operation after having studied it at length. Indeed, we do not believe that this creates any extras for the Vivendi shareholders. In fact, on the contrary, we believe that Vivendi will become nothing more than a financial holding company and would, therefore, suffer from a discount because of that fact. There are a number of decisions that have been made that we don't really understand that we don't really agree with. Picking foreign stock exchanges for trading is something that is a cause for concern. And earlier, you presented a slide stating that Canal+ could be part of the PEAs. I don't understand how that could be possible. As we know, Canal+ is not traded, would just be the CREST that we traded in London, but not Canal+ in France, as I understand what things will be. But that's how your slide explained it at least. But apart from that aside and on other matters, indeed, it seems to be a shame that minority shareholders have not been given a choice in the matter, given that we have a de facto control by Bolloré Group over Vivendi. My evidence for this is in 2015, we put forward a resolution against the double voting rights that was passed with 50.01% of votes. The motive of this was that Bolloré can take over Vivendi, that control is actually increasing in intensity with Bolloré Group going up to 31.4% of shareholders -- of shares across the group. So that control of Bolloré Group is a reality, and I don't really understand why the AMF went along with it. There was a European Union decision in 2017 on control of Bolloré over Vivendi confirmed that Bolloré does indeed enjoy a de facto control over Vivendi. So we would have a de facto control by Bolloré Group of all of the new sub-entities. It appears that minority shareholders have not been given their full right. Their only remaining right will be to vote. But as Mrs. Berjal said, with participation rates at AGMs that never hit 100%. Of course, that leads to an actual control over resolutions that will require a 2/3 majority. These are the reasons for which we can test this operation. It's a shame that the new entities will not be traded on the Paris Stock Exchange, which would have been fairer and more consistent in our view, and that is why we are opposed to the demerger in its entirety.

Thank you, Mrs. Berjal. Thank you, [ Mr. Roche ]. You know that I'm very attached to freedom of expression and to shareholder democracy. I think it's a fantastic thing that you're able to speak openly and freely during this general meeting as you have also had the opportunity to speak in a previous forum. I've heard you, but I do not agree with you. This operation will reduce the discount. Now you're correct, Vivendi SE post demerger is likely to keep being traded at a discount, but there's no reason to believe that Canal+ or Havas would be traded at a discount, and we are hoping that Louis Hachette's discount should go down given that the major asset that they hold will be the Lagardère Group. If you look at the history of control, which is an important point, I'd like to remind you that we only hold 29.9% of Vivendi, Bolloré does. And even with a 70-plus quorum pushing towards 71% we would only have a little bit more than 40% of the voting rights represented today. For this project, you need a 2/3 majority, so 66.67% approval rate. So it's not fair to say that Bolloré Group controls what its shareholders does, and you are evidence of this. I think that if I asked you to vote for the operation, you wouldn't, of course. And that is the case for all of the shareholders. On the topic of the trading outside of France for a number of the entities. Let's discuss why Vivendi made this choice. For Canal+, the choice was dictated by the strategy at Canal+. Maxime Saada can correct me if I'm wrong in this, but the Canal+ strategy is clearly to open up to international audiences. A large amount of the subscriber base is international, 25,000 -- 25 million, sorry, subscribers. And with MultiChoice, we'd had 17 million subscribers, so 25 million plus 17 million, 42 million. MultiChoice is traded in Johannesburg. Canal+ has stated that if that acquisition goes through, they would have a double listing in London, there's a fast-track process that enables double listings across Johannesburg and London. On top of that, Canal+'s main competitors are American. And the London Stock Exchange provides extra visibility in English-speaking markets, which is going to be key in Canal+' development. Bolloré Group will have no more control over Canal+ than any other shareholder. And in fact, there is no double voting rights provided for in Canal+' rules. Arnaud briefly explained in his presentation why we might be moving to Amsterdam for Havas. Havas could have been traded in Paris as was the case up until 2017. The Amsterdam choice was driven by being able to create a foundation under Dutch law. And that is a great way to protect ourselves against hostile takeovers. Now you might be wondering why we fear a hostile takeover on Havas. On talent-based industries, it's very difficult to implement hostile takeovers. But after we announced Vivendi's project in December last year, we received a number of concerned messages from staff within Havas and also from a number of customers. They were worried that Havas might be targeted by a hostile takeover and shareholders want to protect their business. They want to protect Havas' ability to attract talent and its ability to create and maintain long-term relationships with its customers. Therefore, Havas decided to be traded in Amsterdam. And once again, this will be to the benefit of all shareholders. To be very precise, in the project as it was pronounced in July, there was a further advantage for Bolloré Group, which was the ability to have double voting rights so long as you could prove that you had your Vivendi shares for more than 2 years, which was the case for Bolloré Group, but not for other shareholders who may have held the securities differently. So after discussing things with our shareholders as part of early look meetings in Paris and in London, we decided to remove that advantage and put everyone on a level playing field once Havas is listed in the Netherlands. So once again, there is no advantage for Bolloré Group. In a broader sense, the reason I disagree with you is that you're stating that this is a way for Bolloré to take over without paying the price for that control. So on one hand, you're saying that Bolloré has control and you're also saying that Bolloré is trying to take control as if they didn't already have control. Let's be honest. If Bolloré wanted to take over Vivendi, this isn't how they would go about it. This transaction is going to reduce the conglomerate discount on assets, therefore, should increase share price and increase share capital. So this really goes to show that this creates value for all shareholders and not specifically for any subgroup of shareholders. Now what is for sure is that you discussed prox investors advised against, but ISS and Glass Lewis have provided support. I think it's cautious support is how Glass and Lewis described this. Now caution is perfectly appropriate because some of the processes can be perfected. And I fully agree that future governance of these companies can be perfected. You mentioned Maxime Saada's salary. It's Maxime himself who came up to me after meeting with shareholders, I think that was the case, Maxime, and who asked me to disclose his salary as soon as possible as a way to show transparency and also as a way to show that his salary would be indexed on Canal+' performance, so in line with shareholder interest, and we're hoping to be able to do this in the coming -- I'm not sure exactly how long, but shortly before delisting, but it's quite difficult to change these rules in London as we've learned through difficult lessons recently. So yes, governance can be perfected, can be improved. What I can commit to as the chairman of Vivendi and future chairman of Canal+ and Arnaud de Puyfontaine, chairman -- future Chairman rather of Havas and Jean-Christophe Thiery would all agree that we're going to try and improve things as we move forward through different AGMs, through discussions with proxies and shareholders, we're going to try and provide the necessary information and to improve the situation. The question that's been put to you today is to vote against the demerger project. There's no real alternative to this at this point. If the project gets turned down later today, then we'll go back to where we were, and we'll try to learn lessons from that. But if the demerger does get approved, then I can give you my word that each of the 4 new entities will do what they can to improve their governance as we did at Vivendi as we have done since I was appointed as Chairman. I think that Arnaud's compensation when I joined was just 60%. And I think you got to 95% or more than 95% recently. And so we're going to try and achieve that same result in all of these companies. Now I certainly understand your perspective on this, but let me tell you, and believe me when I say that as a shareholder in Vivendi, as [ Mr. Roche ] and Mrs. Berjal are, this project is in line with the interest of all shareholders. And I firmly believe that when we meet in a couple of years, you will agree or at least consent that it was a good project. I hope so at least.

I'd just like to follow up on what Yannick Bolloré said on 2 items, 2 extra pieces of extra information that is necessary for the shareholders who are here today. Mrs. Berjal, you are -- you have used the word fraud. I can't really let that slide. All of this operation has been approved by the AFM and other financial market authorities such as the AFM in the Netherlands. And I believe last week, the Paris court handed down a decision on some of your points. So let me finish, please. I don't feel that I can let you use the term fraud in this instance, seeing as this initiative comes from the Board that I chair and has been done fully in line with the applicable regulation, sorry. You have also discussed management being under someone's thumb. Governance that I represent has always worked freely in the interest of shareholders, including Bolloré Group. I just wanted to provide that extra information because it seems necessary. So on the cost of the transaction, do we have it at this stage, Francois? So not yet. The transaction is not over. So we'll give that in due course. And on the savings plan, Canal+ shares that you'll receive in respect of the demerger can be retained on your savings plan. You won't be able to buy new Canal+ shares with that plan. We have a question at the back of the hall, please.

Thank you, Chairman. I'm indeed a shareholder with a savings plan. I'd like to know if Canal+ in 2025 might look at the possibility of a triple listing. I didn't know that it could be listed in Johannesburg to be listed in France. Insofar as recently, I received a message from my financial custodian to sell Canal+ shares in London would be complex and costly. It would be desirable even if it's additional expense that Canal+ be listed in France so that Canal+ French shareholders can buy and sell shares on their savings plan.

Well, that's duly noted. Listing in Johannesburg will only happen if the tie-up with MultiChoice comes about. Final question at the back of the hall, please.

Good afternoon. My name is [ Jean Claude ]. I'm an individual shareholder and some of the securities [ pure registry ]. The last process for UMG didn't go well at all. I wasn't able to transfer the UMG shares to my bank. So my question, I heard on a financial show that if the transaction is approved, Vivendi shares would be delisted from the CAC 40 benchmark index.

On the 15th of April 2019, I attended the AGM. And when I got home, I learned that a fire had engulfed the cathedral of Notre-Dame. Now, I clearly recall that general meeting. In fact, it was my first AGM as Chairman. So of course, it was a moment of extreme emotion, and we were delighted to see the reopening ceremony at Notre-Dame this weekend. So registered shareholders, we know, but on the delisting of the CAC 40 benchmark, if the transaction goes ahead, it's very likely that Vivendi would delist from CAC 40. So that's a pretty high probability. It's happened in the recent past because last year, Vivendi exited the CAC 40 before returning 6 months later. But yes, that's highly likely. One final question over there, perhaps.

Yes. Good afternoon. I'm also an individual shareholder since the plan presented by Jean-Marie Messier. Well, let's spare a thought for the Paris [indiscernible] that's going to lose big time on this transaction also in terms of its image. So let's draw the lesson here. What does the Paris [indiscernible] lack to become more attractive and possibly one day get corporates to return?

Thanks for your question. Well, of course, the group will continue to have Vivendi SE listed on the Paris Stock Exchange as well as Louyage. My family group will still be listed in Paris. So there'll be a lot of fine companies listed in Paris. In our case for Canal+, it's really the strategy on the Anglo-Saxon market, absolute nothing to do whatsoever with the Paris [indiscernible]. It's the case for Havas what the Paris [indiscernible] foundations, I mean, the equivalent of the [indiscernible], the Dutch Law Foundation, of course, the possibility of creating such foundations in Paris, it would make it more attractive.

Just to follow up on that. It's true that we had discussions in this plan. We've met with many players in the Paris market to explain because the London and Amsterdam markets were linked to exclusively business trading aspects to boost value creation in light of the Havas and Canal+ [indiscernible]. We've got the [indiscernible] law for multiple voting rights in its initial phase. In terms of the initial objectives of Havas wasn't able to guarantee what was important for us to do in this new phase of the group. So we reached out to the various players and indicating that Paris should become more competitive. So your point is well taken, and we're contributing to improving things in the interest of Paris and financial markets.

Shall we now vote on the resolutions? I think we have a majority of shareholders who want to vote on the resolution. We got one more question. Okay. Yes, you, sir. All right. So I'll take this as the final question.

Mr. Chairman, in your presentation, there is some information that is lacking. What will be the financial structure of each new supposedly independent company that's going to be created? Will Vivendi remain in the capital of the 3 entities? How much, if that's the case? And what about management independence in those entities?

Thank you very much. Now that is a very important question, of course. For Canal+ and Louis Hachette, it's a partial demerger. But in each case, Vivendi will not be keeping any residual stake in those companies as that might have been the case with UMG. So the system is going to be very simple. On the day of the listing, 16th of December in the morning, it will be a mirror image of the makeup of Vivendi. So each shareholder of Vivendi will receive an equivalent number of shares in the 3 sub-entities. So exactly the same shareholder base on day 1 as for Vivendi. So everyone here in this room and also the shareholders that are tuned in online and who have voted remotely or maybe who decided not to vote. Some shareholders will certainly decide to share their stakes in one or maybe multiple of these companies and other shareholders may try to take up a position. This is exactly why we met with the investors over the last few months for the 3 new entities. And also for Vivendi, of course, we're drumming up support for new shareholders who will look to maybe get in on the capital. So exactly the same shareholder base on day 1, and then that shareholder base will ebb and flow as is always the case. But the 4 structures will be entirely autonomous. I would just like to mention the existence of a transition service agreement, the TSA, as it's known. This will enable the companies to have a 1-year grace period during which they can receive advice from Vivendi HQ. Now another question? It seems I got talk down there.

Mr. [indiscernible], individual shareholder. Now the demerger was announced a year ago and was pitched as being full of great news, 13th of December 2023, 8.93 share price, 9.99 after the announcement. Now we're back down to 8-point something. So it seems that the market isn't really buying in or at least is not removing that demerger -- that conglomerate discount. The Bolloré family will end up with more than 30% stake in a number of the new companies. Would it have been better if you stayed under that 30% threshold and taken on a still stand agreement to promise to stay under that 30% for 6 months? It doesn't really matter what the entities are and how they're broken down. What really matters is the combined share price. And I do have a question about the accounts being nonconsolidated for the first 6 months. Why do we not have nonaudited accounts? You said that Lagardère will be more than 90% of ANR. Why did you not just list Lagardère on its own? It all seems like a bit of a shame. And finally, your upcoming AGMs, will they be held in France? You said that the tax domicile will be France, but they will be traded abroad. So where will the upcoming AGMs be held?

Thank you very much for those questions. So the share price is something that we're, of course, not delighted by, especially if you look at what's been going on over the last weeks. We're basically back down to something similar to where we were before the announcement. I personally do not believe that this is due to Bolloré Group having the potential to go over 30% stakes. I continue to believe that these companies, once separated, will have a clearer path to growth than if they remained with Vivendi. Now Havas could be traded, but it could certainly be the objective of an IPO, not a hostile one, but it could be -- there could be a takeover -- but I'm not sure that would remove value from Havas because I don't really believe in hostile takeovers anyway. Now I believe that the accounts for the first semester have been audited, Francois? Just to specify that the accounts as part of this transaction have been published in the brochures for all 4 entities, Havas Canal, LSG and Vivendi. They have been submitted and all of these accounts were fully audited and certified. Your fourth question was related to Lagardère and why not just trade Lagardère directly. First reason for that is that we wanted to pull Lagardère towards Prisma to create a group there. And also, the shareholder structure for Lagardère still has -- now this is going to get a little bit technical, but there are still shareholders for Lagardère who are able to claim Vivendi shares until 24th of June 2025. So it was quite difficult to change the shareholder structure for Lagardère. So it actually made more sense to create Louyardire Group as a debt structure. The AGMs for Canal+, Louis Hachette and Vivendi SE will be held in Paris or at least in France. Havas' AGM will be held in Amsterdam as it will be a Dutch company, but it will be, of course, broadcast online. Final question maybe.

Good afternoon. I'm a shareholder, also [indiscernible]. Let's go back to 2022 and the May 2022, and there was an elderly woman who stood up and said that for the first time, her checking account had gone overdrawn. And the reason for that was that there had been a tax applied and that you let happen, and you didn't really warn people that, that was going to happen. A lot of people really struggled with that 7.5 tax that was a bit of a surprise. So once again, we're going to be at 1.28. I hope that you're going to properly inform banks and people so that people don't end up overdrawn and that they're not going to have any issues when it comes to paying that tax. Right now, Vivendi is 8.82, UMG 23.3 under its initial share price. So minus the 7.5 in taxes and then 1.28 in taxes, we end up at EUR 23.7 value of Vivendi shares. So it doesn't really matter what Vivendi decides to do. There's still a lot of work to be done to increase -- to create value.

Yes. Now there may have been some confusion related to UMG and taxes. We'd like to apologize for that. The teams have made sure that banks properly inform their clients on the tax system that's going to be applied, and they recommend either having provisions or selling shares to offset the tax. And then on what you said about the share price. Now to be truly precise, we'd also need to account for capital losses. So yes, EUR 23 with the taxes, but you also have the taxable added value at the point of sale of the shares because, of course, the share price goes down after the merger as well -- demerger, sorry. Can we move on to the vote? Okay. So number five, the final question then.

Mr. Chairman, Mr. Yannick Bollore, the sterling market is showing signs of slowing down due to inflation in a large part due to [indiscernible] war of aggression in Ukraine. On top of that, there's political instability and record debt levels, and that has led to a number of our fellow citizens to be concerned about their purchasing power going forward. In this difficult environment, Louis Hachette Group is defending a diversity and literary culture that is as broad as possible. My question to you, can you reassure us on the political impartiality of the major shareholder of Hachette because sometimes a combination of company governance plus ideology can lead to a loss in trust of books and literature.

Thank you very much for that question. I think that there's a lot of silly things being said about that. Now of course, there's no political ideology going on behind the scenes. The publishers that we've invested in Lagardère or even Editis in the past have always been free to publish any types of books with any types of political opinion they desire. From Jean-Luc Mélenchon, Fabien Roussel, Christiane Taubira, so very left wing figures, very right-wing figures with all of the center politicians represented as well. So a wide range of books, and we do not have any weight in publishers' decisions to publish certain books. And in fact, we encourage them to publish books that cover as many perspectives as possible. So you can count on us to keep that position. Okay. Now let's move on to our resolution, resolutions [indiscernible]. Now first of all, good news, [ Mr. Roche ] and Mrs. Berjal will appreciate this. The final quorum is nearly 72%, 71.96%, 71.96% indeed. So clearly up versus past AGMs, and we'd like to thank you for your participation. Four resolutions are being put to your approval. As at previous Annual General Meetings, the voting system is electronic. If there were a technical failure, then you all have a card, which you can use to switch over to manual optical scan voting. We have [indiscernible] and [indiscernible], who will draw up the minutes of the vote. The vote is cast as soon as the countdown appears on the screen. There are 3 buttons. For, press 1; against, press 2; to abstain, press 3. Your handset will then display vote received either for, against or abstention to show that your vote has indeed been counted. Let's start with the first resolution of the extraordinary meeting, approval of the partial asset contribution subject to the French legal regime applicable to demergers L236-2 of the French Commercial Code by Vivendi SE to Canal+ S.A. and the terms and conditions of the partial demerger terms for Canal+. Voting is now open. [Voting] Voting is now closed. The first resolution is adopted with 97.57% of the vote. Moving now on to Resolution #2, approval of the partial asset contribution subject to the French legal regime applicable under the French Commercial Code by Vivendi SE to Louis Hachette Group S.A. and of the terms and conditions of the draft Louis Hachette Group Partial Demerger Terms. Voting is now open. [Voting] Voting is now closed. The second resolution is adopted with 97.58% of the vote. Moving on now to our ordinary meeting third resolution exceptional distribution in kind of the shares to Havas N.V. to the shareholders of Vivendi SE. Voting is now open. [Voting] Voting is now closed. The third resolution is approved with 97.61% of the vote. Fourth resolution, powers to carry out formalities. Voting is now open. [Voting] Voting is now closed. Resolution #4 is adopted with 98.57% of the vote. I'd like to remind you that all of the details of the vote will be put online, as is always the case, after this general meeting. Thank you very much. Thank you, Frederic. Thank you, dear shareholders. Thank you very much for trusting us through this vote. We would like to see you all for the upcoming Annual General Meetings, plural, 3 of which will be held in Paris and 1 in Amsterdam. Have a great Christmas, everyone.