2013 Registration document and annual financial report - page 323

Registration Document 2013
Capital and ownership structure
Share capital
At December 31, 2013, the Company’s share capital amounted
to €684,159,306, divided into 228,053,102 common shares with
a par value of €3.00, all fully paid-up and all in the same class.
Shares may be held in either registered or bearer form.
The Company avails itself of legal procedures to identify its
Shares are freely transferable within legal and regulatory limits.
The transfer of shares, regardless of price or terms, is made by
account transfer, pursuant to regulations in force.
Authorization granted by the Annual
Meeting of April 25, 2013
The Annual Meeting of April 25, 2013 authorized the Board of
Directors to trade in the Company’s shares on the stock market.
The authorization was given for a period of 18 months and
superseded all previous authorizations.
The number of shares acquired under the authorization may not
exceed 22,000,000, or 9.68% of the share capital at April 25, 2013
and the maximum total investment in the buyback program may
not exceed €1,100 million.
The authorization may be used to purchase, sell or transfer shares
for the following purposes:
for cancellation at a later date in connectionwith a capital reduction
decided or authorized by shareholders in an ExtraordinaryMeeting;
for allocation upon exercise of stock options granted under plans
governed by Articles L. 225-177
et seq.
of the French Commercial
Code, or to members of an employee stock ownership plan
governed by Articles L. 3332-1
et seq.
of the Labor Code or to
recipients of stock grants made under plans governed by Articles
L. 225-197-1
et seq.
of the Commercial Code;
for allocation on the conversion, redemption, exchange or
exercise of share equivalents;
to be held in treasury for subsequent remittance in exchange
or payment in connection with external growth transactions, a
merger, demerger or asset contribution within a limit of 5% of
the Company’s capital;
to make a market in the Company’s shares under a liquidity
contract that complies with the code of ethics recognized by
the Autorité des Marchés Financiers.
Implementation of the share buyback
program in 2013
As of May 30, 2013, and for a period of twelve months tacitly
renewable for successive twelve-month terms, Accor contracted
with Rothschild & Cie Banque to implement a liquidity contract
complying with the Code of Conduct issued by the French Financial
Markets Association (AMAFI) and approved by the French securities
regulator, Autorité des Marchés Financiers, on March 24, 2011.
To fund the contract, an amount of €30 million has been allocated
to the liquidity account.
As of December 31, Accor did not hold any shares in treasury.
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