EXHIBIT 2
AGREEMENT
BY AND AMONG:
- Bollore Investissement, 00-00 Xxxx xx Xxxx Xxxxxx, 00000 Puteaux Cedex,
represented by Xxxxxxx Xxxxxxx, President of the Board of Directors, acting
on its own behalf and on behalf of and for the account of its subsidiary
Bollore Medias Investissements;
hereinafter referenced as BI,
on the one hand,
- Sebastian Holdings Inc., Britannic House, Providenciales, Turks and Caicos,
British West Indies, represented by Xxxxxx Xxxxx, as agent of Xxxxxxxxx
Xxx, duly appointed Sole Director;
hereinafter referenced as SHI,
on the other hand,
WHEREAS:
The parties are, to their knowledge, the two largest shareholders of Havas,
because they hold, respectively, 87,429,741 (through its subsidiary Bollore
Medias Investissements) and 16,929,649 shares of Havas;
They have considered the significant conflicts resulting from the existence of
divergent opinions on certain resolutions to be proposed to the general
shareholders' meeting to be held on June 9;
In this context, they wish to calm the relationships, in order to preserve the
interest of Havas and, as a result, the important investments that both of them
have made in the company;
They have realized that they share the same views on the need to ensure a
balanced representation of Havas' shareholders on its board of directors, to
stabilize the company's shareholding and to organize a concerted process of
participation by the shareholders represented on the board of directors in the
actions of the board.
THE PARTIES HAVE AGREED AS FOLLOWS:
ARTICLE 1
1.1 The parties represent that they have both met all the requirements with
respect to the registration, and, as the case may be, the blocking of their
shares, so that they can participate in the shareholders' meeting to be held on
June 9 with respect to all their aforementioned shares.
1.2 The parties shall exercise all the rights to which they are entitled with
respect to these stakes in order to facilitate the election as directors of the
four candidates proposed by BI and of the one candidate proposed by SHI.
To that end, they shall exercise their voting rights in the manner this
objective shall require, in order to have such candidates elected or to make
available a sufficient number of board seats so that such candidates can be
elected in compliance with the legal limit with respect to the total number of
directors.
More generally, they shall agree to carry out any function that shall be offered
to them pursuant to applicable laws and regulations at the shareholders' meeting
and to contribute to a peaceful and constructive debate; in particular, they
shall request to be designated as scrutateur and shall carry out that function
if it is offered to them.
1.3 The parties shall act in a similar manner, as the case may be, if one of
them proposed the election as director of candidates not related to its group,
in the same proportion as the proportion of directors mentioned in Section 1.2.
1.4 Once the parties have acted as described above, the instruments of their
cooperation shall become effective and the provisions of Articles 2 to 4 shall
apply.
ARTICLE 2
The parties shall cooperate with respect to the strategic decisions concerning
Havas, including with respect to the issues to be considered at the board of
directors' meetings, in particular through their representatives on the board.
This cooperation shall be in such form, and shall be made within the timeframe,
as required by the circumstances.
The parties, through their representatives on the board of directors, shall
ensure that they have equal information with respect to Havas. Their
representatives shall be associated with all initiatives that the
representatives may take in their capacity as such.
The representatives of one party on the board of directors shall be supported by
the representatives of the other party if they wish to integrate or create
committees within the board of directors.
They shall consider the possibility of extending this cooperation to other
directors.
ARTICLE 3
BI shall have a preemptive right of first refusal on all the shares of Havas
held by SHI.
In the case of a contemplated sale to an identified third party, BI shall
declare its intent to acquire such shares at the price proposed by the third
party within 8 business days following the notice by SHI to BI of such third
party's offer.
In the case of a contemplated sale in the open market, directly or through an
investment services provider, such period shall be reduced to 2 business days
following notice by SHI relating to the details of such contemplated sale. Such
notice shall, as the case may be, indicate the terms and conditions of the fee
to be paid to the investment services provider.
The settlement of the price and the delivery of the shares shall take place
within the next 5 business days, and may be effected by all means available
pursuant to applicable securities laws and regulations. If the terms of the sale
permit it, the provisions of the sixth paragraph of Article 4 shall apply.
BI shall have the right to transfer its obligations and liabilities to any
person, but BI shall remain jointly and severally liable with such person.
This Article shall not prevent SHI from creating any security on the Havas
shares it holds, as long as the exercise of such security is effected subject to
the provisions of this Article.
ARTICLE 4
If one of the parties considers that, as a result of divergent views, or for
personal considerations, the intended cooperation with the other party cannot be
continued, it will inform such other party by any means.
Any time after such notification and upon request by SHI, BI shall acquire all
Havas shares held by SHI, free of any security or any other restriction of any
kind, for five (5) euros per share. SHI shall exercise this option, in one or
two instances as described below, no later than on the expiration of the
24-month period provided for in Article 5.
Such price shall not be modified by the dividends that may be paid with respect
to such shares, as the case may be, it being understood that such shares shall
entitle BI to receive the dividends, the payment of which shall be declared
after SHI's demand notice.
Such price shall however be adjusted to take into account the operations which
will effect the net assets per share (par value of the shares, reduction of
capital, etc.), based on the same rules usually applicable to the preservation
of rights of holders of securities giving access to capital.
SHI may require BI to acquire only a portion of its Havas shares, if this
portion represents at least half of the total number of its Havas shares, and if
SHI ensures it would no longer be represented on the board of directors
following the sale of this portion. SHI shall preserve its rights with respect
to BI and the remaining portion of its Havas shares, even if such remaining
portion shall represent less than half of the Havas shares it originally held.
Such sale shall be effected within the framework of article 516-2 of the
Reglement
general de l'Autorite des marches financiers. The investment services
provider shall be designated by SHI among the premium investment services
providers in France. The parties shall, within two business days, provide such
investment services provider with the instructions, securities and moneys
necessary to effect the transfer of property and the payment of the price within
the timeframe applicable to such procedure.
BI shall have the right to transfer its obligations and liabilities to any
person, but BI shall remain jointly and severally liable with such person.
BI shall not, for any reason, discuss the reality of, reasons for, or timing of,
the appreciation made by SHI which resulted in the exercise of its rights under
the provisions of this article.
ARTICLE 5
This agreement is entered into for a period of two years from the date of its
execution. It shall not be renewed except by an express agreement among the
parties.
ARTICLE 6
Any notice to the parties with respect to this agreement shall be made by (i)
certified mail with notice of delivery, (ii) by email or facsimile, confirmed by
certified mail with notice of delivery sent the next business day. To this end,
the addresses of the parties shall be:
- BI : at the address mentioned above;
facsimile: [REDACTED]
email : [REDACTED]
- SHI : x/x Xxxxxx Xxxxx, 00 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000,
Xxxxxx Xxxxxx
facsimile : [REDACTED]
email : [REDACTED]
The emails and facsimiles shall be deemed to be dated as of the date on which
they are sent if they are confirmed as stated above.
ARTICLE 7
This agreement shall be transmitted to the Autorite des marches financiers
pursuant to the provisions of article 233-11 of the Code de commerce. More
generally, the parties shall comply with all the publicity requirements, whether
in France or abroad.
ARTICLE 8
This agreement shall be governed by French law. Any controversy arising among
the parties relating to this Agreement, or the interpretation or breach hereof,
shall be referred to the Commercial Court of Paris.
Executed in Paris;
In two originals,
On June 9, 2005
/s/Xxxxxxx Xxxxxxx /s/Xxxxxx Xxxxx
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Bollore Investissements Sebastian Holdings Inc.
