In the context of the proposed takeover bid announced by Vivendi SE, the Board of Directors of the Company, appointed, on 17 December 2021, an ad hoc Committee from among its members, in accordance with stock market regulations.
In September 2022, the Board of Directors decided to extend the mission of the ad hoc Committee to follow the progress of work on the proposed reorganization of the Group’s radio activities (see press release of May 10, 2022).
Following a review of its composition, the ad hoc Committee is composed of 100% independent members.
>Véronique Morali *, Chairman of the Committee
>Pascal Jouen, Director representing employees
>René Ricol *
>Pierre Leroy, Board Advisor, also participates in the meetings of the ad hoc Committee, without voting rights.
* Independent Director.
The main tasks of the ad hoc Committee are:
In connection with Vivendi SE’s proposed public tender offer:
- recommending the independent expert appointed by the Board of Directors;
- following up on the independent expert’s work;
- reviewing the terms and conditions of Vivendi SE’s proposed public tender offer;
- assisting the Board of Directors in drafting the reasoned opinion on Vivendi SE’s proposed public tender offer;
- following-up of Vivendi SE’s proposed acquisition of the Company, reviewing any questions and/or comments from the shareholders, making recommendations regarding any important Company decision in relation to the offer and/or procedures with the competition authorities and the French broadcasting regulator (Autorité de régulation de la communication audiovisuelle et numérique – Arcom, resulting from the merger of the CSA and Hadopi);
- assisting the Board of Directors in drafting the reasoned opinion on Vivendi SE’s proposed public tender offer.
In connection with monitoring the reorganisation project for the Group’s radio unit:
- generally monitoring the reorganisation project for the Group’s radio unit, making proposals on any important decision of the Company in relation to this project with the French financial markets authority (Autorité des marchés financiers – AMF) and/or the competition authorities or the French audiovisual regulator;
- following up on the financial and legal experts’ work;
- making recommendations to the Board of Directors.