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Friday, February 19, 2016<br />

The applied valuation assumptions were as follows:<br />

2015<br />

Grant date June 18<br />

Data at grant date:<br />

Share price (in euros) 23.49<br />

Expected dividend yield 4.26%<br />

Risk-free interest rate 0.36%<br />

5-year interest rate in fine 4.69%<br />

Repo rate 0.36%<br />

Discount for non-transferability per share 16.69%<br />

Under the employee stock purchase plan, 696 thousand shares were subscribed for in 2015 at €18.39 per share.<br />

Under the leveraged plan, 3,218 thousand shares were subscribed for in 2015 at €19.21 per share. The leveraged plan entitles virtually all<br />

employees and retirees of Vivendi and its French and foreign subsidiaries to subscribe for Vivendi shares through a reserved share capital<br />

increase, while obtaining a discounted subscription price, and to ultimately receive the capital gain (calculated pursuant to the terms and<br />

conditions of the plan) corresponding to 10 shares for one subscribed share. A financial institution mandated by Vivendi hedges this<br />

transaction.<br />

In 2015, the charge recognized with respect to employee stock purchase and leveraged plans amounted to €5 million.<br />

Stock purchase and leveraged plans resulted in a capital increase (including issue premium) having an aggregate value of €75 million on<br />

July 16, 2015.<br />

In 2014, no capital increase, reserved for employees of participating group companies that have joined an employee stock purchase and<br />

leveraged plans, was put into place by Vivendi.<br />

18.1.3 Cash-settled instruments<br />

Stock appreciation right (SAR) plans<br />

Under a SAR plan, the beneficiaries will receive a cash payment upon exercise of their rights based on the Vivendi share price equal to the<br />

difference between the Vivendi share price upon exercise of the SAR and their strike price as set at the grant date. SAR expire at the end of<br />

a ten-year period, i.e., 2016 and 2017.<br />

As of December 31, 2015, the outstanding SAR was 2,878 thousand (compared to 4,427 thousand as of December 31, 2014). In 2015,<br />

1,288 thousand SAR were exercised and 261 thousand have expired. As of December 31, 2015 and 2014, the amount accrued for these<br />

instruments was non-significant.<br />

18.2 UMG long-term incentive plan<br />

Effective from January 1, 2010, UMG implemented long-term incentive arrangements under which certain key executives of UMG were<br />

awarded phantom equity units and phantom stock appreciation rights whose value was intended to reflect the value of UMG. These units<br />

were simply account units and did not represent an actual ownership interest in either UMG or Vivendi. The equity units were notional grants<br />

of equity that were payable in cash upon settlement in 2015 at the latest, or in certain cases, on an earlier date. The stock appreciation<br />

rights were essentially options on those notional shares that provided additional compensation tied to any increase in value of UMG over the<br />

term.<br />

During the third quarter of 2014, one executive, who benefited from the plan, ended his employment contract. The phantom equity units and<br />

phantom stock appreciation rights that were awarded to him were therefore cancelled and the amount previously accrued for these rights<br />

was reversed (€19 million). In July 2015, following the renewal of the employment contract of one executive who benefited from the plan,<br />

the remaining rights under the plan vested, and an amount of €16 million was paid as final settlement to the executive.<br />

In 2015, the charge recognized with respect to this plan amounted to €3 million, compared to an income of €17 million in 2014. As of<br />

December 31, 2015, no further amounts were accrued for (€12 million as of December 31, 2014).<br />

Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /81

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